1933 Act Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14AE
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
[ ] Pre-Effective [ ] Post-Effective
Amendment No. Amendment No.
MENTOR FUNDS
(Mentor Balanced Portfolio)
[Exact Name of Registrant as Specified in Charter]
Area Code and Telephone Number: [furnish telephone number]
901 East Byrd Street
Richmond, Virginia 23219
-----------------------------------
(Address of Principal Executive Offices)
Paul F. Costello, Esq.
901 East Byrd Street
Richmond, Virginia 23219
-----------------------------------------
(Name and Address of Agent for Service)
Copies of All Correspondence to:
Timothy W. Diggins, Esq. Robert N. Hickey, Esq.
Ropes & Gray Sullivan Worcester LLP
One International Plaza 1025 Connecticut Avenue, N.W.
Boston, Massachusetts 02110 Washington, D.C. 20036
Approximate date of proposed public offering: As soon as possible after
the effective date of this Registration Statement.
The Registrant has registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Section 24(f) under the Investment
Company Act of 1940 (File No. 33- 45315); accordingly, no fee is payable
herewith. Pursuant to Rule 429, this Registration Statement relates to the
aforementioned registration on Form N-1A. A Rule 24f-2 Notice for the
Registrant's fiscal year ended September 30, 1998 was filed with the Commission
on or about December 31, 1998.
It is proposed that this filing will become effective on August 13,
1999 pursuant to Rule 488 of the Securities Act of 1933.
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MENTOR FUNDS
901 East Byrd Street
Richmond, Virginia 23219
August 27, 1999
Dear Shareholder,
I am writing to shareholders of Mentor Income and Growth Portfolio (the "Fund")
to inform you of a Special Shareholders' meeting to be held on October 15, 1999.
Before that meeting, I would like your vote on the important issues affecting
your Fund as described in the attached Prospectus/Proxy Statement.
The meeting being held is to vote on four proposals designed to integrate the
Mentor family of mutual funds into the Evergreen family of funds. In effect,
your Fund will merge with Mentor Balanced Portfolio after each Fund is converted
into a newly organized series of Evergreen Equity Trust. The proposals
contemplate that each of the conversions to series of Evergreen Equity Trust
will occur in October 1999 and the combination of the two Funds will occur in
March 2000. This two-step consolidation is caused by certain timing issues.
The Prospectus/Proxy Statement includes four proposals. The first proposal
requests that shareholders consider and vote upon the conversion of the Fund to
a series of Evergreen Equity Trust, a Delaware business trust. If approved, the
Fund will change its name to Evergreen Capital Income and Growth Fund and Class
A, Class B and Class Y shares of the Fund will be converted to Class A, Class C
and Class Y shares, respectively, of Evergreen Capital Income and Growth Fund.
After the conversion, the Fund will conduct its business until the effective
date of the reorganization described below.
The second proposal requests that shareholders consider the reclassification of
the Fund's investment objective from fundamental to non-fundamental. This
proposal is intended to provide consistency and increased flexibility throughout
the Evergreen fund family.
The third proposal requests that shareholders consider the adoption of
standardized investment restrictions for the Fund. This proposal is intended to
provide consistency and increased flexibility throughout the Evergreen fund
family.
The fourth proposal requests that shareholders consider and act upon an
Agreement and Plan of Reorganization whereby all of the assets of the Fund would
be acquired by Evergreen Capital Balanced Fund (the successor to Mentor Balanced
Portfolio) in exchange for either Class A, Class C or Class Y shares of
Evergreen Capital Balanced Fund and the assumption by Evergreen Capital Balanced
Fund of the identified liabilities of the Fund. You will receive shares of
Evergreen
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Capital Balanced Fund having an aggregate net asset value equal to the aggregate
net asset value of your Fund shares. Details about Evergreen Capital Balanced
Fund's investment objective, portfolio management team, performance, etc. are
contained in the attached Prospectus/Proxy Statement. In a separate proxy
statement, the shareholders of Mentor Balanced Portfolio will vote on the
conversion of that fund into Evergreen Capital Balanced Fund. The investment
advisory services will be assumed by Mentor Investment Advisors, LLC, the Fund's
current investment adviser. The investment advisory contract of Wellington
Management, the Fund's sub-adviser, has been terminated. For federal income tax
purposes, the transaction is a non-taxable event for shareholders.
The Board of Trustees of Mentor Funds has approved the proposals and recommends
that you vote FOR these proposals.
I realize that this Prospectus/Proxy Statement will take time to review, but
your vote is very important. Please take the time to familiarize yourself with
the proposals. If you attend the meeting, you may vote your shares in person. If
you do not expect to attend the meeting, either complete, date, sign and return
the enclosed proxy card in the enclosed postage paid envelope, or vote by
calling toll free 1-800-690-6903, 24 hours a day, or vote through the Internet.
You may also FAX your completed and signed proxy card (both front and back
sides) to Management Information Services, an ADP Company, our proxy tabulator
at 1-800-451-8683. Instructions on how to complete the proxy card, vote by
telephone or vote through the Internet are included immediately after the Notice
of Special Meeting.
If you have any questions about the proxy, please call our proxy solicitor,
Shareholder Communications Corporation at 1-800-451-7816. If we do not receive
your completed proxy card or your telephone or Internet vote within several
weeks, you may be contacted by Shareholder Communications Corporation, who will
remind you to vote your shares.
Thank you for taking this matter seriously and participating in this important
process.
Sincerely,
----------------
Paul F. Costello
President
Mentor Funds
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<PAGE>
[SUBJECT TO COMPLETION, JULY 14, 1999 PRELIMINARY COPY]
MENTOR INCOME AND GROWTH PORTFOLIO
901 East Byrd Street
Richmond, Virginia 23219
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 15, 1999
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of Mentor Income and Growth Portfolio (the "Fund"), a series of
Mentor Funds, will be held at the offices of the Mentor Funds, 901 East Byrd
Street, Richmond, Virginia 23219 on October 15, 1999 at 2:00 p.m. for the
following purposes:
1. To consider and act upon an Agreement and Plan of Conversion and
Termination (the "Conversion Plan") providing for the reorganization of the Fund
as a series (the "Successor Fund") of Evergreen Equity Trust, a Delaware
business trust, and in connection therewith, the acquisition of all of the
assets of the Fund in exchange for shares of the Successor Fund, and the
assumption by the Successor Fund of all of the liabilities of the Fund. The
Conversion Plan also provides for the distribution of such shares of the
Successor Fund to shareholders of the Fund in liquidation and subsequent
termination of the Fund.
2. To consider and act upon the reclassification of the Fund's
investment objective from fundamental to non-fundamental.
3. To consider and act upon the adoption of standardized fundamental
investment restrictions by amending or reclassifying the current fundamental
investment restrictions of the Fund.
4. To consider and act upon an Agreement and Plan of Reorganization
(the "Reorganization Plan") providing for the acquisition of all of the assets
of the Successor Fund by Evergreen Capital Balanced Fund (the successor to
Mentor Balanced Portfolio), a series of Evergreen Equity Trust ("Evergreen
Capital Balanced"), in exchange for shares of Evergreen Capital Balanced and the
assumption by Evergreen Capital Balanced of the identified liabilities of the
Successor Fund. The Reorganization Plan also provides for distribution of these
shares of Evergreen Capital Balanced to shareholders of the Successor Fund in
liquidation and subsequent termination of the Successor Fund. A vote in favor of
the Reorganization Plan is a vote in favor of the liquidation and dissolution of
the Successor Fund.
5. To transact any other business which may properly come before the
Meeting or any adjournment or adjournments thereof.
On behalf of the Fund, the Trustees of Mentor Funds have fixed the
close of business on August 17, 1999 as the record date for the determination of
shareholders of the Fund entitled to notice of and to vote at the Meeting or any
adjournment thereof.
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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND IN PERSON ARE URGED TO SIGN WITHOUT DELAY AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, OR FOLLOW
THE INSTRUCTIONS IMMEDIATELY AFTER THIS NOTICE RELATING TO TELEPHONE OR INTERNET
VOTING SO THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETING. YOUR PROMPT
ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE OF FURTHER
SOLICITATION.
By Order of the Board of Trustees
Michael H. Koonce
Secretary
August 27, 1999
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INSTRUCTIONS FOR EXECUTING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and may help to avoid the time and expense involved in
validating your vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears
in the Registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of
the party signing should conform exactly to a name shown in the
Registration on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual
signing the proxy card should be indicated unless it is reflected in
the form of Registration. For example:
REGISTRATION VALID SIGNATURE
CORPORATE
ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. John Doe, Treasurer
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith John B. Smith, Jr., Executor
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INSTRUCTIONS FOR TELEPHONE VOTING
To vote by telephone follow the three easy steps below:
1. Call 1-800-690-6903
2. Please have your Proxy Card at hand when you call.
3. Enter the twelve-digit "Control No." found on the card, then
follow the simple recorded instructions.
INSTRUCTIONS FOR INTERNET VOTING
To vote by Internet follow the three easy steps below:
1. Go to website www.proxyvote.com
2. Please have your Proxy Card on hand.
3. Enter the twelve-digit "Control No." found on the card, then
follow the simple instructions.
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PROSPECTUS/PROXY STATEMENT DATED AUGUST 27, 1999
CONVERSION OF
MENTOR INCOME AND GROWTH PORTFOLIO
a series of
Mentor Funds
901 East Byrd Street
Richmond, Virginia 23219
Into a Series of
Evergreen Equity Trust
200 Berkeley Street
Boston, Massachusetts 02116
AND
ACQUISITION OF ASSETS OF
MENTOR INCOME AND GROWTH PORTFOLIO
By and in Exchange for Shares of
EVERGREEN CAPITAL BALANCED FUND
a series of
Evergreen Equity Trust
Introduction
This Prospectus/Proxy Statement is being furnished to the shareholders
of Mentor Income and Growth Portfolio ("Mentor Income and Growth") in connection
with a Special Meeting of Shareholders to be held on October 15, 1999 at 2:00
p.m. at the offices of Mentor Funds, 901 East Byrd Street, Richmond, Virginia
23219, and any adjournments thereof (the "Meeting"). The Prospectus/Proxy
Statement, which consists of four parts, proposes that Mentor Income and Growth,
a series of Mentor Funds, a Massachusetts business trust, become a part of the
Evergreen mutual fund family. Shareholders of the other Mentor Funds are also
being asked to approve mergers or conversions of their funds into the Evergreen
family of funds which are managed by subsidiaries of First Union Corporation.
The mergers and conversions are designed to integrate and enhance the investment
management, distribution and operations of all the mutual funds in the Evergreen
and Mentor families of funds.
The ultimate objective is for Mentor Income and Growth to be merged
into Evergreen Capital Balanced Fund ("Evergreen Capital Balanced") whose
investment objective and policies will be
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similar to those of Mentor Income and Growth. Evergreen Capital Balanced will be
the successor to Mentor Balanced Portfolio if shareholders of Mentor Balanced
Portfolio approve that Fund's conversion to a series of the Evergreen Equity
Trust at a shareholders' meeting also scheduled for October 15, 1999. Because of
certain timing issues which are described in Part III, it is proposed that
Mentor Income and Growth first convert to a series of Evergreen Equity Trust, a
Delaware business trust (the "Conversion"). Evergreen Capital Balanced and
Mentor Income and Growth are hereinafter sometimes referred to as the "Fund" and
collectively as the "Funds."
Part I describes the Conversion. In Part II it is proposed, consistent
with all Evergreen funds, that Mentor Income and Growth's investment objective
be reclassified from fundamental to non-fundamental. In addition, Part II
relates to the adoption by Mentor Income and Growth of fundamental investment
restrictions common to all Evergreen Funds. If approved by shareholders, the
Conversion, the reclassification of Mentor Income and Growth's investment
objective and the adoption of common fundamental investment restrictions will be
effective on or about October 15, 1999 and Mentor Income and Growth's name will
change to Evergreen Capital Income and Growth Fund ("Evergreen Capital Income
and Growth").
At the Meeting, shareholders of Mentor Income and Growth are also being
asked to approve the merger of their Fund with Evergreen Capital Balanced. This
merger is scheduled to take place in March 2000. This transaction is described
in Part III.
In Part IV, voting information concerning the shareholders' meeting is
presented.
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TABLE OF CONTENTS
Page
PART I ................................................................5
Introduction .............5
Selection of Delaware Business Trust Form
of Organization .............5
Description of the Conversion .............7
Evergreen Trust .............8
Certain Comparative Information About
Mentor Funds and Evergreen Trust .............9
Current and Successor Advisory Agreements ............14
Administration Agreements ............15
Current and Successor Distribution Arrangements ............15
Names ............16
Certain Votes to be Taken Prior to the Conversion ............16
Investment Objectives and Restrictions ............16
Federal Income Tax Consequences ............16
Appraisal Rights ............17
Recommendation of Trustees ............17
PART II ...............................................................18
Reclassification of Fundamental Investment
Objective as Nonfundamental ............18
Recommendation of Trustees ............19
Adoption of Standardized Investment
Restrictions (Proposals 3A-3H) ............19
Reclassification of Fundamental Restrictions
as Nonfundamental (Proposal 3I) ............20
Recommendation of Trustees ............20
PART III ...............................................................29
COMPARISON OF FEES AND EXPENSES.........................................32
SUMMARY ...............................................................37
Proposed Plan of Reorganization ............38
Tax Consequences ............39
Investment Objectives and Policies of the Funds ............40
Comparative Performance Information for Each Fund ............40
Management of the Funds ............42
Investment Advisers ............42
Administrator ............43
Portfolio Management ............43
Distribution of Shares ............43
Purchase and Redemption Procedures ............47
Exchange Privileges ............47
Dividend Policy ............48
Risks ............48
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REASONS FOR THE REORGANIZATION ...........50
Agreement and Plan of Reorganization ...........53
Federal Income Tax Consequences ...........55
Pro-forma Capitalization ...........56
Shareholder Information ...........58
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES ...........58
ADDITIONAL INFORMATION ...........62
FINANCIAL STATEMENTS AND EXPERTS ...........63
LEGAL MATTERS ...........63
PART IV ...........64
VOTING INFORMATION CONCERNING THE MEETING ...........64
OTHER BUSINESS ...........67
EXHIBIT A .......................................................A-1
EXHIBIT B .......................................................B-1
EXHIBIT C .......................................................C-1
EXHIBIT D .......................................................D-1
EXHIBIT E .......................................................E-1
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PART I
PROPOSAL 1 - THE PROPOSED CONVERSION OF MENTOR INCOME AND GROWTH
TO A CORRESPONDING SERIES OF A DELAWARE BUSINESS TRUST
Introduction
At the Meeting, the shareholders of Mentor Income and Growth will be
asked to approve an Agreement and Plan of Conversion and Termination (the
"Conversion Plan") which provides for the Conversion of the Fund into a
corresponding series (a "Successor Fund,") of Evergreen Equity Trust, a Delaware
business trust ("Evergreen Trust"). The Conversion is part of an overall
restructuring of the Mentor family of funds, each of which is advised by an
affiliate of First Union National Bank ("FUNB"). FUNB and its other investment
adviser affiliates serve as investment advisers to the Evergreen Funds. The
Evergreen Funds were reorganized into Delaware business trusts beginning in
December 1997.
The restructuring into a series of the Evergreen Trust involves, among
other components, the Conversion, the reclassification of the investment
objective of Mentor Income and Growth from "fundamental" (i.e., changeable by
shareholder vote only) to "nonfundamental" (i.e., changeable by vote of the
Trustees), the adoption of standardized fundamental investment restrictions, and
the reclassification of certain investment restrictions from fundamental to
nonfundamental. The reclassification of investment objective, the adoption of
standardized investment restrictions and the reclassification of certain
investment restrictions from fundamental to nonfundamental are discussed in Part
II of this Prospectus/Proxy Statement.
Selection of Delaware Business Trust Form of Organization
On July 13, 1999, the Board of Trustees of Mentor Funds unanimously
approved a proposal by Mentor Income and Growth's investment adviser to
reorganize the Fund as a separate series of Evergreen Trust. Mentor Funds is
currently organized as a Massachusetts business trust. Mentor Income and Growth
is proposed to be structured as a series of a Delaware business trust, as
opposed to a corporation, due to the inherent flexibility of the business trust
form of organization. The principal reason for reorganizing Mentor Income and
Growth in Delaware is the availability of certain advantages of Delaware law
with respect to business trusts. The Delaware Business Trust Act (the "Delaware
Act") has been specifically drafted to accommodate the unique governance needs
of investment companies and provides that its policy is to give maximum freedom
of contract to the trust instrument of a Delaware business trust.
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Under the Delaware Act, a shareholder of a Delaware business trust is
entitled to the same limitation of personal liability extended to stockholders
of Delaware corporations. No similar statutory or other authority limiting
business trust shareholder liability exists in Massachusetts. As a result,
Delaware law is generally considered to afford more protection against potential
shareholder liability than is afforded to shareholders of Massachusetts business
trusts. See "Certain Comparative Information About Mentor Funds and Evergreen
Trust - Shareholder Liability." Similarly, Delaware law provides that, should a
Delaware trust issue multiple series of shares, each series will not be liable
for the debts of another series, another potential though remote risk in the
case of other business trusts, including those, such as Mentor Funds, that are
organized under Massachusetts law.
Delaware has obtained a favorable national reputation for its business
laws and business environment. The Delaware courts, which may be called upon to
interpret the Delaware Act, are among the nation's most highly respected and
have an expertise in corporate matters which in part grew out of the fact that
Delaware legal issues are concentrated in the Court of Chancery where there are
no juries and where judges issue written opinions explaining their decisions.
Accordingly, there is a well established body of precedent which may be relevant
in deciding issues pertaining to a Delaware business trust.
There are other advantages that may be afforded by a Delaware business
trust. Under Delaware law, the Successor Fund will have the flexibility to
respond to future business contingencies. For example, the Trustees of Evergreen
Trust will have the power to incorporate Evergreen Trust, to merge or
consolidate it with another entity, to cause each series to become a separate
trust, and to change Evergreen Trust's domicile without a shareholder vote. This
flexibility could help to assure that Evergreen Trust operates under the most
advanced form of organization and could reduce the expense and frequency of
future shareholder meetings for non-investment related issues.
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Description of the Conversion
The detailed terms and conditions of the Conversion are contained in
the Conversion Plan. The information in this Prospectus/Proxy Statement with
respect to the Conversion Plan is qualified in its entirety by reference to, and
made subject to, the complete text of the form of the Conversion Plan, a copy of
which is attached to this Prospectus/Proxy Statement as Exhibit A.
If shareholders of Mentor Income and Growth do not approve the
Conversion, the Fund will continue as currently organized.
If the shareholders of Mentor Income and Growth approve the Conversion
and the conditions of the Conversion are satisfied, all of the assets and
liabilities of the Fund will be transferred to the Successor Fund and each
shareholder of the Fund will receive shares of the Successor Fund (the "New
Shares"). The New Shares of the Successor Fund will be issued to Mentor Income
and Growth in consideration of the transfer to the Successor Fund by the Fund of
all assets and liabilities of Mentor Income and Growth. Immediately thereafter,
Mentor Income and Growth will liquidate and distribute the New Shares to its
shareholders. Holders of Class A and Class B shares of Mentor Income and Growth
will receive Class A and Class C New Shares, respectively, of the Successor
Fund. Holders of Class Y Shares of the Funds will receive Class Y New Shares of
the Successor Funds. Each class of shares of the Successor Fund has similar
distribution-related and shareholder servicing-related fees, if any, as the
shares of Mentor Income and Growth held prior to the Conversion. As a result of
the Conversion, each shareholder will receive, in exchange for his or her Mentor
Income and Growth shares, New Shares with a total net asset value equal to the
total net asset value of the shareholder's Fund shares immediately prior to the
consummation of the Conversion. For information on classes of shares of the
Successor Fund, see "Part III - Summary Distribution of Shares."
It will not be necessary for holders of share certificates of Mentor
Income and Growth to exchange their certificates for new certificates following
consummation of the Conversion. Certificates for shares of the Fund issued prior
to the Conversion will represent outstanding shares of the Successor Fund after
the Conversion. Shareholders of the Fund who have not been issued certificates
and whose shares are held in an open account will automatically have those
shares designated as shares of the Successor Fund.
If approved by shareholders of Mentor Income and Growth, it is
currently contemplated that the Conversion will become effective on or about the
close of business on October 15, 1999.
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However, the Conversion may become effective at another time and date should the
Meeting be adjourned to a later date or should any other condition to the
Conversion not be satisfied at that time. Notwithstanding prior shareholder
approval, the Conversion Plan may be terminated at any time prior to its
implementation by the mutual agreement of the parties thereto.
Evergreen Trust
Evergreen Trust was established pursuant to an Agreement and
Declaration of Trust ("Declaration of Trust") under the laws of the State of
Delaware. Evergreen Trust is organized as a "series company" as that term is
used in Rule 18f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"). Evergreen Trust consists of the Successor Fund and other mutual
funds of the same asset class.
The Board of Trustees of Evergreen Trust is currently comprised of
individuals who do not currently serve as trustees of Mentor Funds. Accordingly,
different Trustees will have ultimate responsibility for the oversight and
management of the Successor Fund subsequent to the Conversion. It is anticipated
that subsequent to the Conversion, two current Trustees of Mentor Funds, Arnold
H. Dreyfuss and Louis W. Moelchert, Jr., will be nominated and elected as
Trustees of Evergreen Trust. Information with respect to the current Trustees of
Evergreen Trust, including compensation, is set forth in Exhibit B.
Evergreen Trust is authorized to issue shares divisible into an
indefinite number of different series. The interests of investors in the various
series of Evergreen Trust will be separate and distinct. All consideration
received for the sales of shares of a particular series of Evergreen Trust, all
assets in which such consideration is invested, and all income, earnings and
profits derived from such investments, will be allocated to that series. The
Declaration of Trust of Evergreen Trust provides that the Board of Trustees may:
(i) establish one or more additional series thereof; (ii) issue the shares of
any series in any number of classes; (iii) issue shares of a series to different
groups of investors; and (iv) convert a series into a pooled fund structure,
without any further action by the shareholders of Evergreen Trust.
The Declaration of Trust of Evergreen Trust provides for shareholder
voting only for the following matters: (a) the election or removal of Trustees
as provided in the Declaration of Trust; and (b) with respect to such additional
matters relating to Evergreen Trust as may be required by (i) applicable law,
(ii) any by-laws adopted by the Trustees, or (iii) as the Trustees may consider
necessary or desirable. Certain of the foregoing matters will involve separate
votes of one or more of the affected series (or affected classes of a series) of
Evergreen Trust, while others will require a vote of Evergreen Trust's
shareholders as a whole.
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All shares of all series vote together as a single class for the
election or removal of Trustees of Evergreen Trust with each having one vote for
each dollar of net asset value applicable to each share, regardless of series.
See "Certain Comparative Information About the Mentor Funds and Evergreen Trust
- - Voting
Rights" below.
As required by the 1940 Act, shareholders of each series of Evergreen
Trust, voting separately, will have the power to vote at special meetings for,
among other things, changes in fundamental investment restrictions applicable to
such series, approval of any new or amended investment advisory agreement,
approval of any new or amended Rule 12b-1 plan and certain other matters that
affect the shareholders of that series. If, at any time, less than a majority of
the Trustees holding office has been elected by the shareholders, the Trustees
then in office will call a shareholders' meeting for the purpose of electing
Trustees of Evergreen Trust.
Certain Comparative Information About Mentor Funds and Evergreen
Trust
As a Delaware business trust, Evergreen Trust's operations will be
governed by its Declaration of Trust and applicable Delaware law, rather than by
the Massachusetts Declaration of Trust of Mentor Funds. As discussed below,
certain of the differences between Mentor Funds and Evergreen Trust derive from
provisions of Evergreen Trust's Declaration of Trust and By-laws. Shareholders
entitled to vote at the Meeting may obtain a copy of Evergreen Trust's
Declaration of Trust and By-laws, without charge, upon written request to
Evergreen Trust at the address on the cover page of this Prospectus/Proxy
Statement.
Capitalization. The beneficial interests in Evergreen Trust are issued
as transferable shares of beneficial interest, $.001 par value per share. The
Declaration of Trust permits the Trustees to issue an unlimited number of shares
and to divide such shares into an unlimited number of series or classes thereof,
all without shareholder approval. Each share of a series of Evergreen Trust
represents an equal proportionate interest in the assets and liabilities
belonging to that series (or class) as declared by the Board of Trustees. Mentor
Funds is authorized to divide its shares into an unlimited number of series, and
the Trustees are empowered to establish other classes. Mentor Funds has the
authority to issue an unlimited number of transferable shares of beneficial
interest.
Amendments to Governing Instrument. Generally, the provisions of the
Declaration of Trust of Evergreen Trust may be amended without shareholder
approval so long as such amendment is not in contravention of applicable law, by
an instrument in writing signed by a majority of the then Trustees of Evergreen
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Trust (or by an officer of Evergreen Trust pursuant to the vote of a majority of
such Trustees). Under the Declaration of Trust of Evergreen Trust, except as
provided by applicable law, a quorum is 25% of the shares entitled to vote. The
quorum requirement of Mentor Funds is 50% of the total number of outstanding
shares of all series and classes entitled to vote. The affirmative vote of a
majority of the shares of all series and classes then outstanding and entitled
to vote is generally required to amend the Declaration of Trust of Mentor Funds
(unless any larger vote may be required by applicable law), except that the
Declaration of Trust may be amended by the Trustees of Mentor Funds without the
vote of shareholders in certain limited circumstances.
Voting Rights. Mentor Funds' Declaration of Trust and Evergreen Trust's
Declaration of Trust provide that a Trustee may be removed at any special
meeting of shareholders by a vote of two-thirds of the outstanding shares. The
Declaration of Trust further provides that special meetings of shareholders
shall be called by the Trustees upon the written request of shareholders
representing 10% of the outstanding shares of all series and classes entitled to
vote. If the Secretary fails to call the meeting or give notice for more than
two days following the shareholders' written request, then the shareholders
representing 10% of the outstanding shares may, in the name of the Secretary,
call such meeting by giving notice thereof. The By-laws of Evergreen Trust
provide that, to the extent required by the 1940 Act, meetings of the
shareholders for the purpose of voting on the removal of any Trustee shall be
called promptly by the Trustees upon the written request of shareholders holding
at least 10% of the outstanding shares of Evergreen Trust entitled to vote. Like
Mentor Funds, Evergreen Trust will not be required to hold annual meetings of
its shareholders and, at this time, does not intend to do so. Under Mentor
Funds' Declaration of Trust, the record date may not be more than 60 days
preceding the scheduled meeting date. Under the By-laws of Evergreen Trust, the
record date may not be more than 90 days nor less than 10 days preceding the
scheduled meeting date.
The Declaration of Trust of Evergreen Trust provides for shareholder
voting in certain circumstances. See "Evergreen Trust" above. Shareholders of
Mentor Funds have the power to vote with respect to the election of Trustees,
the removal of Trustees, the approval or termination of any investment advisory
or management agreement, certain amendments to the Declaration of Trust, to the
same extent as the shareholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should be brought or
maintained derivatively or as a class action on behalf of Mentor Funds, and with
respect to certain other actions, such as a transfer of all or substantially all
of Mentor Funds' assets or the dissolution of Mentor Funds.
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The Declaration of Trust of Evergreen Trust provides that a majority of
the shares voted at a meeting at which a quorum is present shall decide any
questions and that a plurality shall elect a Trustee, except when a different
vote is required or permitted by any provision of the 1940 Act or other
applicable law or by the Declaration of Trust or the By-laws of Evergreen Trust.
Similar requirements apply to Mentor Funds. Shareholders of Evergreen Trust are
not required to approve the termination of Evergreen Trust. The Declaration of
Trust of Mentor Funds provides that shareholders of the Trust are required to
approve the Trust's termination.
Under the Declaration of Trust of Evergreen Trust, each share of the
Successor Fund is entitled to one vote for each dollar of net asset value
applicable to such share. Under the current Declaration of Trust of Mentor
Funds, each whole share of beneficial interest is entitled to one vote, and each
fractional share is entitled to a proportionate fractional vote. Under Mentor
Funds' Declaration of Trust or applicable law, except with respect to matters as
to which a particular series or class is affected, all shares of each series or
class will vote as a single class. Generally, the Declaration of Trust further
provides that, where required by law or applicable regulation, certain matters
will be voted on separately by each fund. In all other matters, all funds vote
together as a group. Over time, the net asset values of funds in the Mentor
Funds have changed in relation to one another and are expected to continue to do
so in the future. Because of the divergence in net asset values, a given dollar
investment in a fund with a lower net asset value will purchase more shares, and
under Mentor Funds' current voting provisions, have more votes, than the same
investment in a fund with a higher net asset value. Under the Declaration of
Trust of Evergreen Trust, voting power is related to the dollar value of the
shareholders' investments rather than to the number of shares held.
Shareholder Liability. Under Delaware law, shareholders of a Delaware
business trust are entitled to the same limitation of personal liability
extended to stockholders of Delaware corporations. No similar statutory or other
authority limiting business trust shareholder liability exists under
Massachusetts law or under the laws of any other state. As a result, to the
extent that Evergreen Trust or a shareholder is subject to the jurisdiction of
courts in those states, the courts may not apply Delaware law, and may thereby
subject shareholders of a Delaware trust to liability. To guard against this
risk, the Declaration of Trust: (a) provides that any written obligation of
Evergreen Trust may contain a statement that such obligation may only be
enforced against the assets of Evergreen Trust; however, the omission of such a
disclaimer will not operate to create personal liability for any shareholder;
and (b) provides for indemnification out of trust property of any shareholder
held
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personally liable for the obligations of Evergreen Trust. Accordingly, the risk
of a shareholder of Evergreen Trust incurring financial loss beyond that
shareholder's investment because of shareholder liability is limited to
circumstances in which: (i) a court refuses to apply Delaware law; (ii) no
contractual limitation of liability was in effect; and (iii) Evergreen Trust
itself would be unable to meet its obligations. In view of Delaware law, the
nature of Evergreen Trust's business, and the nature of its assets, the risk of
personal liability to a shareholder of Evergreen Trust is remote.
Shareholders of Mentor Funds as shareholders of a Massachusetts
business trust may, under certain circumstances, be held personally liable under
the applicable state law for the obligations of Mentor Funds. However, the
Declaration of Trust under which Mentor Funds is currently established contains
an express disclaimer of shareholder liability and requires that notice of such
disclaimer be given in each agreement entered into or executed by Mentor Funds
or the Trustees of Mentor Funds. The Declaration of Trust also provides for
indemnification out of the assets of Mentor Income and Growth.
Liability and Indemnification of Trustees. Under the Declaration of
Trust of Evergreen Trust, a Trustee is liable to the Trust and its shareholders
only for such Trustee's own willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of the office of
Trustee or the discharge of the duties of a Trustee. Trustees and officers of
Evergreen Trust are entitled to be indemnified for the expenses of litigation
against them except with respect to any matter as to which it has been
determined that such person (i) did not act in good faith in the reasonable
belief that his or her action was in or not opposed to the best interests of
Evergreen Trust; or (ii) had acted with willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties; and (iii) for a criminal
proceeding, had reasonable cause to believe that his or her conduct was
unlawful, such determination to be based upon the outcome of a court action or
administrative proceeding or a reasonable determination, following a review of
the facts, by (a) a vote of a majority of those Trustees who are neither
"interested persons" within the meaning of the 1940 Act nor parties to the
proceeding, or (b) an independent legal counsel in a written opinion. Evergreen
Trust may also advance money to any Trustee or officer involved in a proceeding
discussed above provided that the Trustee or officer undertakes to repay
Evergreen Trust if his or her conduct is later determined to preclude
indemnification and certain other conditions are met. It is currently the view
of the staff of the Securities and Exchange Commission ("SEC") that to the
extent that any provisions such as those described above are inconsistent with
the 1940 Act, the provisions of the 1940 Act may preempt the foregoing
provisions.
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The Declaration of Trust of Mentor Funds generally provides that its
Trustees shall not be liable to Mentor Funds or its shareholders, except for the
Trustees' acts of willful misfeasance, bad faith, gross negligence, or reckless
disregard of duties involved in the conduct of their office. The Declaration of
Trust generally also provides that Trustees and officers of Mentor Funds will be
indemnified against liability and expenses of litigation against them unless
their conduct constituted willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their office.
Right of Inspection. The By-laws of Evergreen Trust provide that no
shareholder of Evergreen Trust shall have any right to inspect any account or
book or document of Evergreen Trust except as conferred by law or otherwise by
the Trustees or by resolution of the shareholders. The Declaration of Trust and
By-Laws of Mentor Funds are silent with respect to the right of inspection.
The foregoing is only a summary of certain of the differences between
the governing instruments and laws generally applicable to Mentor Funds and
Evergreen Trust. It is not a complete list of differences. Shareholders should
refer directly to the provisions of the governing instruments and applicable law
for more complete information.
Current and Successor Advisory Agreements
As a result of the Conversion, the Successor Fund will be subject to a
new investment advisory agreement (the "Successor Advisory Agreement") between
Evergreen Trust on behalf of the Successor Fund and Mentor Investment Advisors,
LLC ("Mentor"), the current investment adviser of Mentor Income and Growth. The
current investment advisory agreement of Mentor Income and Growth (the "Current
Advisory Agreement") is similar in many respects to the Successor Advisory
Agreement. Except as noted below, the Successor Advisory Agreement contains the
material terms of the Current Advisory Agreement. The Board of Trustees of
Mentor Funds at a meeting held on June 9, 1999, terminated the investment
advisory contract of Wellington Management as sub- adviser effective June 30,
1999 and Mentor provides investment advisory services for Mentor Income and
Growth. Most importantly, the rate at which fees are required to be paid by
Mentor Income and Growth for investment advisory services, as a percentage of
average daily net assets, will remain the same for the Successor Fund.
The following summarizes certain aspects of the Current Advisory
Agreement and the Successor Advisory Agreement for each Fund.
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Brokerage Transactions. The Successor Advisory Agreement sets forth
specific terms as to brokerage transactions and the investment adviser's use of
broker-dealers. For example, the investment adviser will be obligated to use its
best efforts to seek to execute portfolio transactions at prices which, under
the circumstances, result in total costs or proceeds being most favorable to the
Successor Fund. In assessing the best overall terms available for any
transaction, the investment adviser will consider all factors it deems relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or dealer,
research services provided and the reasonableness of the commission, if any,
both for the specific transaction and on a continuing basis. The Successor
Advisory Agreement also incorporates the provisions of Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), which permits an
investment adviser to have its client, including an investment company, pay more
than the lowest available commission for executing a securities trade in return
for research services and products. The Current Advisory Agreement of Mentor
Income and Growth permits the investment adviser to authorize sub-advisers to
execute portfolio transactions and select brokers pursuant to the provisions of
Section 28(e) of the 1934 Act.
Liability. Both the Successor Advisory Agreement and the Current
Advisory Agreement provide that the investment adviser shall have no liability
in connection with rendering services thereunder, other than liabilities
resulting from the adviser's willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties.
Amendments. The Current Advisory Agreement of Mentor Income and Growth
provides that all changes (rather than only substantial changes) must be
approved by a majority of the shares of the Fund. The Successor Advisory
Agreement provides that only amendments of substance require shareholder
approval.
Administration Agreements
Mentor Investment Group, LLC ("MIG") served as administrator for Mentor
Income and Growth until June 1999.
Evergreen Investment Services, Inc. ("EIS"), located at 200 Berkeley
Street, Boston, Massachusetts 02116, currently serves as administrator to Mentor
Income and Growth for the same fees (0.10% of the Fund's daily net assets)
previously charged by MIG. After the Conversion, EIS will serve as administrator
to the Successor Fund. It is anticipated that no material change will occur in
Mentor Income and Growth's administrative fees or arrangements as a result of
the Conversion.
Current and Successor Distribution Arrangements
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Mentor Distributors, LLC, located at 3435 Stelzer Road, Columbus, Ohio
43219, is the principal distributor for Mentor Funds. Mentor Distributors, LLC
is a wholly-owned subsidiary of BISYS Fund Services, Inc. ("BISYS") of the same
address.
After the Conversion, Evergreen Distributor, Inc., an affiliate of
BISYS, located at 125 West 55th Street, New York, New York 10019, will serve as
principal underwriter for the Successor Fund. It is anticipated that no material
change will occur in Mentor Funds' distribution agreement or Mentor Income and
Growth's aggregate amount payable under the Fund's distribution-related and
shareholder servicing-related expenses as a result of the Conversion.
Names
At the time of its Conversion into the Successor Fund, the name of
Mentor Income and Growth will change to Evergreen Capital Income and Growth
Fund.
Certain Votes to be Taken Prior to the Conversion
Prior to the Conversion, Evergreen Distributor, Inc. will own a single
outstanding share of the Successor Fund. The purpose of the issuance by the
Successor Fund of this nominal share prior to the effective time of the
Conversion is to enable Evergreen Trust to eliminate the need to incur the
additional expense by Evergreen Trust of having to hold a separate meeting of
shareholders of the Successor Fund in order to comply with certain shareholder
approval requirements of the 1940 Act.
Investment Objectives and Restrictions
The Successor Fund will have the same investment objective as Mentor
Income and Growth except that, if Proposal 2 in this Prospectus/Proxy Statement
is approved by shareholders, the Successor Fund's investment objective will not
be considered "fundamental". As a result, a Successor Fund's investment
objective could be changed by its Trustees, without shareholder approval, after
prior notice to shareholders. The investment restrictions of Mentor Income and
Growth are proposed to be changed as described in Part II below.
Except as described in Part II below, the investment adviser does not
presently intend to change in any material way for the Successor Fund the
investment strategy or operations currently employed for Mentor Income and
Growth.
Federal Income Tax Consequences
It is anticipated that the transactions contemplated by the
Conversion will be tax-free. Sullivan & Worcester LLP, 1025
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Connecticut Avenue, N.W., Washington,, D.C. 20036, counsel to the Successor
Fund, has informed the Board of Trustees of Mentor Funds and the Board of
Trustees of Evergreen Trust that if substantially all of the assets and
liabilities of Mentor Income and Growth are transferred to the Successor Fund,
it will issue an opinion that the Conversion will not give rise to the
recognition of income, gain or loss to Mentor Income and Growth, the Successor
Fund, or shareholders of Mentor Income and Growth for federal income tax
purposes pursuant to sections 361, 1032(a) and 354(a)(1), respectively, of the
Internal Revenue Code of 1986, as amended (the "Code"). Such opinion will be
based upon customary representations of Mentor Funds and Evergreen Trust and
certain customary assumptions. The receipt of such an opinion is a condition to
the consummation of the Conversion.
A shareholder's adjusted basis for tax purposes in shares of the
Successor Fund after the Conversion will be the same as the shareholder's
adjusted basis for tax purposes in the shares of Mentor Income and Growth
immediately before the Conversion. The holding period for the shares of the
Successor Fund received in the Conversion will include a shareholder's holding
period for shares of Mentor Income and Growth (provided that the shares of
Mentor Income and Growth were held as capital assets on the date of the
Conversion). Shareholders should consult their own tax advisers with respect to
the state and local tax consequences of the proposed transaction.
Appraisal Rights
Neither Mentor Funds' Declaration of Trust nor Massachusetts law grants
shareholders of Mentor Funds any rights in the nature of appraisal or
dissenters' rights with respect to any action upon which such shareholders may
be entitled to vote. However, the right of mutual fund shareholders to redeem
their shares is not affected by the proposed Conversion.
Recommendation of Trustees
In evaluating the Conversion Plan, the Board of Trustees reviewed the
potential benefits associated with the proposed Conversion and adoption of the
Declaration of Trust of Evergreen Trust. In this regard, the Trustees of Mentor
Funds considered: (i) the potential disadvantages which apply to operating
Mentor Income and Growth under its current form of organization; (ii) the
advantages which apply to operating the Successor Fund as a series of a Delaware
business trust; (iii) the advantages of adopting Evergreen Trust's Declaration
of Trust under Delaware law; (iv) the possible economies of scale that could
result in cost savings as a result of the smaller Mentor fund family becoming
part of the larger Evergreen family of funds; (v) the fact that there will
essentially be no change in the investment advisory function; and (vi) the
expected federal tax consequences
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to Mentor Income and Growth, the Successor Fund and shareholders of Mentor
Income and Growth resulting from the proposed Conversion, and the likelihood
that no recognition of income, gain or loss for federal income tax purposes will
occur as a result thereof.
At the meeting of the Board called for the purpose on July 13, 1999,
the Board of Trustees of Mentor Funds voted to approve the proposed Plan of
Conversion for Mentor Income and Growth and determined that participation in the
Conversion is in the best interests of the Fund and that the interests of
existing shareholders will not be diluted as a result of the Conversion.
THE TRUSTEES OF MENTOR FUNDS RECOMMEND THAT THE SHAREHOLDERS
OF MENTOR INCOME AND GROWTH APPROVE PROPOSAL 1.
PART II
PROPOSAL 2 - RECLASSIFICATION OF MENTOR INCOME AND GROWTH'S
INVESTMENT OBJECTIVE FROM FUNDAMENTAL TO NONFUNDAMENTAL
Reclassification of Fundamental Investment Objective as
Nonfundamental
Under the 1940 Act, the Fund's investment objective is not required to
be classified as "fundamental." A fundamental investment objective may be
changed only by vote of the Fund's shareholders. In order to provide the Fund's
investment adviser with enhanced investment management flexibility to respond to
market, industry or regulatory changes, the Trustees of Mentor Funds have
approved the reclassification of the Fund's investment objective from
fundamental to nonfundamental. A nonfundamental investment objective may be
changed at any time by the Trustees without approval by the Fund's shareholders.
For a complete description of the investment objective of the Fund,
please see Part III of the Prospectus/Proxy Statement under the caption
"Comparison of Investment Objectives and Policies." The reclassification from
fundamental to nonfundamental will not alter the Fund's investment objective. If
at any time in the future, the Trustees approve a material change in the Fund's
nonfundamental investment objective, shareholders of the Successor Fund will be
given notice of such change prior to its implementation; however, if such a
change were to occur, shareholders would not be asked to approve such change.
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If the reclassification of the Fund's investment objective from
fundamental to nonfundamental is not approved by shareholders of the Fund, the
Fund's investment objective will remain fundamental and shareholder approval
(and its attendant costs and delays) will continue to be required prior to any
change in investment objective.
Recommendation of Trustees
The Trustees of Mentor Funds have considered the enhanced management
flexibility to respond to market, industry or regulatory changes that would
accrue to the Fund's investment adviser if the Fund's fundamental investment
objective was reclassified as nonfundamental.
At the meeting of the Trustees called for the purpose on July 13, 1999,
the Trustees of Mentor Funds voted to approve the reclassification of the
investment objective of the Fund from fundamental to nonfundamental.
THE TRUSTEES OF MENTOR FUNDS RECOMMEND THAT THE SHAREHOLDERS OF MENTOR INCOME
AND GROWTH APPROVE PROPOSAL 2.
PROPOSAL 3 - CHANGES TO FUNDAMENTAL
INVESTMENT RESTRICTIONS
Adoption of Standardized Investment Restrictions (Proposals 3A-3H)
The primary purpose of Proposals 3A through 3H below is to revise and
standardize the Fund's fundamental investment restrictions (the "Restrictions").
The Trustees have concurred with the efforts of the investment advisers to the
various funds comprising the Mentor mutual fund family to analyze the
fundamental and nonfundamental investment restrictions of the various funds
offered by the Mentor and Evergreen families of mutual funds and, where
practicable and appropriate to a fund's investment objective and policies as in
the case of Mentor Income and Growth, propose to shareholders adoption of
standardized Restrictions.
It is not anticipated that any of the changes will substantially affect
the way Mentor Income and Growth is currently managed. These proposals are being
presented to shareholders for approval because it is believed that increased
standardization will help to promote operational efficiencies and facilitate
monitoring of compliance with the Restrictions. Because the proposed
standardized fundamental Restrictions in general are phrased relatively more
broadly than the Fund's current fundamental Restrictions, the investment adviser
is
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expected to be able to respond more expeditiously to market, industry or
regulatory developments. Set forth below, as subsections of this Proposal, are
general descriptions of each of the proposed changes. You will be given the
option to approve all, some, or none of the proposed changes on the proxy card
enclosed with this proxy statement.
A listing of the current fundamental Restrictions of the Fund is set
forth in Exhibit C. Those fundamental Restrictions that you are being requested
to vote to standardize are shown in Exhibit C by an "S", which stands for "To be
Standardized." If a particular change is not approved by shareholders, the
current fundamental Restriction will remain in place.
If approved by shareholders, the revised fundamental Restrictions
described in Proposals 3A through 3H will remain fundamental and, as such,
cannot be changed without a further shareholder vote. If a proposed standardized
fundamental Restriction is not approved by shareholders, the current Restriction
will remain fundamental and shareholder approval (and its attendant costs and
delays) will continue to be required prior to any change in the Restriction.
Reclassification of Fundamental Restrictions as Nonfundamental
(Proposal 3I)
The reclassification from fundamental to nonfundamental of certain of
the Fund's other current fundamental Restrictions will enhance the ability of
the Fund to achieve its investment objective because its investment adviser will
have greater investment management flexibility to respond to changed market,
industry or regulatory conditions without the delay and expense of the
solicitation of shareholder approval.
Recommendation of Trustees
The Trustees of Mentor Funds have reviewed the potential benefits
associated with the proposed standardization of the Fund's fundamental
Restrictions (Proposals 3A through 3H below) as well as the potential benefits
associated with the reclassification of certain of the Fund's other fundamental
Restrictions to nonfundamental (Proposal 3I).
At the meeting of the Trustees called for the purpose on July 13, 1999,
the Trustees of Mentor Funds voted to approve the proposed standardization of
the Fund's fundamental Restrictions (Proposals 3A through 3H below) and the
reclassification from fundamental to nonfundamental of certain of the Fund's
other fundamental Restrictions (Proposal 3I below).
THE TRUSTEES OF MENTOR FUNDS RECOMMEND THAT THE SHAREHOLDERS OF
MENTOR INCOME AND GROWTH APPROVE PROPOSAL 3.
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Proposal 3A: To Amend The Fundamental Restriction Concerning
Diversification of Investments
The current fundamental Restriction of the Fund concerning
diversification of investments provides generally that the Fund cannot purchase
the securities of an issuer if the purchase would cause more than 5% of the
Fund's total assets taken at current value to be invested in the securities of
such issuer, except U.S. government securities or if the purchase would cause
more than 10% of the outstanding voting securities of any one issuer to be held
in the Fund's portfolio. The Fund applies the 5% of assets test to 75% of its
total assets and the 10% of outstanding voting securities test to 100% of its
total assets. It is proposed that shareholders approve new language
standardizing these Restrictions including the percentage of total assets to
which the Restriction is applied.
The Fund has elected to be a "diversified" open-end management
investment company under the 1940 Act, which requires the 5% of assets and 10%
of outstanding voting securities tests described above to apply to 75% of the
total assets of the Fund. As mentioned above, the current policy of the Fund is
for the 10% voting securities of an issuer test to be applied to 100% of the
Fund's assets, rather than to 75% of its assets. The primary purpose of the
proposed change with respect to the Fund is to allow the Fund to invest in
accordance with the less restrictive limits contained in the 1940 Act for
diversified investment companies. The proposed change would allow the Fund the
flexibility to purchase larger amounts of issuers' securities when its
investment adviser deems an opportunity attractive. The new policy would allow
the investment policies of the Fund to conform with the definition of
"diversified" as it appears in the 1940 Act.
The amendment of the fundamental Restriction will allow the Fund to
respond more quickly to changes of the 1940 Act standard, as well as to other
legal, regulatory, and market developments without the delay or expense of a
shareholder vote. The amendment of the fundamental Restriction would also
standardize the Restrictions across the Evergreen and Mentor families of funds.
Adoption of this change is not expected to materially affect the operation of
the Fund.
The Fund is not changing its current classification as a diversified
fund. As proposed, the Fund's fundamental Restriction regarding diversification
will be replaced with the following fundamental Restriction:
"The Fund may not make any investment
inconsistent with the Fund's
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classification as a diversified
investment company under the
Investment Company Act of 1940."
Proposal 3B: To Amend the Fundamental Restriction Concerning
Concentration of the Fund's Assets in a Particular
Industry.
The Fund currently has a fundamental Restriction concerning the
concentration of investments in a particular industry. The staff of the SEC
takes the position that a mutual fund "concentrates" its investments in a
particular industry if more than 25% of the mutual fund's assets exclusive of
cash and U.S. government securities are invested in the securities of issuers in
such industry. The Restriction embodies the SEC staff interpretation by stating
that the Fund will not concentrate its investments in a particular industry by
investing more than 25% of its total assets, exclusive of U.S. government
obligations, in securities of issuers in any one industry.
Shareholders of the Fund are being asked to approve amendment of the
foregoing fundamental Restriction. As proposed, the Fund's current fundamental
Restriction regarding concentration of the Fund's assets in a particular
industry will be replaced by the following fundamental Restriction:
"The Fund may not concentrate its
investments in the securities of
issuers primarily engaged in any
particular industry (other than
securities issued or guaranteed by
the U.S. government or its agencies
or instrumentalities)."
The primary purpose of the proposed amendment is to adopt insofar as
possible a standardized Restriction regarding concentration for Mentor Income
and Growth and those funds in the Evergreen and Mentor families of mutual funds
that do not concentrate their investments. If in the future the SEC staff
changed its interpretation on concentration in an industry, the Fund would
comply and avoid the expense of a shareholder vote. Adoption of this change is
not expected to materially affect the operation of the Fund.
Proposal 3C: To Amend The Fundamental Restriction Concerning
the Issuance of Senior Securities
The Fund's current fundamental Restriction regarding the issuance of
senior securities states that the Fund shall not issue any senior security,
except that the Fund may borrow money to the extent contemplated by the
restriction on borrowing which is discussed below.
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It is proposed that shareholders approve replacing the Fund's current
fundamental Restriction concerning the issuance of senior securities with the
following fundamental Restriction governing the issuance of senior securities:
"Except as permitted under the
Investment Company Act of 1940, the
Fund may not issue senior
securities."
The primary purpose of this proposed change is to standardize the
Fund's fundamental Restriction regarding senior securities.
The proposed fundamental Restriction clarifies that the Fund may issue
senior securities to the full extent permitted under the 1940 Act. Although the
definition of a "senior security" involves complex statutory and regulatory
concepts, a senior security is generally an obligation of the Fund which has a
claim to the Fund's assets or earnings that takes precedence over the claims of
the Fund's shareholders. The 1940 Act generally prohibits open-end investment
companies (i.e. mutual funds) from issuing any senior securities; however, under
current SEC staff interpretations, mutual funds are permitted to engage in
certain types of transactions that might be considered "senior securities" as
long as certain conditions are satisfied. For example, a transaction that
obligates a Fund to pay money at a future date (e.g., the purchase of securities
to be settled on a date that is farther away than the normal settlement period)
may be considered a "senior security." A mutual fund is permitted to enter into
this type of transaction if it maintains a segregated account containing liquid
securities in an amount equal to its obligation to pay cash for the securities
at a future date. The Fund would engage in transactions that could be considered
to involve "senior securities" only in accordance with applicable regulatory
requirements under the 1940 Act.
Adoption of the proposed fundamental Restriction concerning senior
securities is not expected to materially affect the operation of the Fund.
However, adoption of a standardized fundamental Restriction will facilitate the
Fund's investment adviser's investment compliance efforts and will allow the
Fund to respond to legal, regulatory and market developments which may make the
use of permissible senior securities advantageous to the Fund and its
shareholders.
Proposal 3D: To Amend The Fundamental Restriction Concerning
Borrowing
The Fund's current fundamental Restriction concerning borrowing states
that the Fund shall not borrow more than
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33 1/3 % of the value of its net assets less all liabilities and indebtedness
(other than such borrowings) not represented by senior securities. When
reviewing the Fund's policies on borrowings as set forth in Exhibit C, you
should also review the Fund's policy on the issuance of senior securities since
the topics are interrelated.
In general, under the 1940 Act, the Fund may not borrow money, except
that (i) the Fund may borrow from banks (as defined in the 1940 Act) or enter
into reverse repurchase agreements, in amounts up to 33 1/3% of its total assets
(including the amount borrowed), (ii) the Fund may borrow up to an additional 5%
of its total assets for temporary purposes, and (iii) the Fund may obtain such
short-term credit as may be necessary for the clearance of purchases and sales
of portfolio securities.
It is proposed that shareholders approve replacing the Fund's current
fundamental Restriction regarding borrowing with the following fundamental
Restriction:
"The Fund may not borrow money,
except to the extent permitted by
applicable law."
If the proposal is approved, the Fund will disclose that it will not
engage in leveraging. The primary purpose of the proposed change to the
fundamental Restriction concerning borrowing is to standardize the Restriction.
Adoption of the proposed Restriction is not currently expected to
materially affect the operations of the Fund. While the Fund has no current
intention to use leverage, the flexibility to do so may be beneficial to the
Fund at a future date.
Proposal 3E: To Amend The Fundamental Restriction Concerning
Underwriting
The Fund is currently subject to a fundamental Restriction concerning
underwriting. The Restriction provides that the Fund will not underwrite any
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. It is proposed that shareholders approve
replacing the current fundamental Restriction with the following fundamental
Restriction concerning underwriting:
"The Fund may not underwrite
securities of other issuers, except
insofar as the Fund may technically
be deemed an underwriter in
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connection with the disposition of
its portfolio securities."
The primary purpose of the proposed change is to standardize the
language of the Fund's fundamental Restriction regarding underwriting. While the
proposed change will have no current impact on the Fund, adoption of the
proposed standardized fundamental Restriction will advance the goals of
standardization.
Proposal 3F: To Amend The Fundamental Restriction Concerning
Investment in Real Estate
The Fund currently has a fundamental Restriction concerning the
purchase of real estate. The Restriction states that the Fund may not purchase
or sell real estate or interests in real estate except the Fund may, however,
purchase and sell securities which are secured by real estate and securities of
companies that invest or deal in real estate.
Shareholders are being asked to approve an amended Restriction similar
to that described above. As proposed, the Fund's current fundamental Restriction
will be replaced by the following fundamental Restriction:
"The Fund may not purchase or sell real estate, except that,
to the extent permitted by applicable law, the Fund may invest
in (a) securities directly or indirectly secured by real
estate, or (b) securities issued by issuers that invest in
real estate."
The primary purpose of the proposed amendment is to standardize the
Fund's fundamental Restriction concerning real estate.
To the extent that the Fund buys securities and instruments of
companies in the real estate business, the Fund's performance will be affected
by the condition of the real estate market. This industry is sensitive to
factors such as changes in real estate values and property taxes, overbuilding,
variations in rental income, and interest rates. Performance could also be
affected by the structure, cash flow, and management skill of real estate
companies.
While the proposed change will have no current impact on the Fund,
adoption of the proposed standardized fundamental Restriction will advance the
goals of standardization.
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Proposal 3G: To Amend The Fundamental Investment Restriction
Concerning Commodities
The Fund is currently subject to a fundamental Restriction that
provides that the Fund shall not invest in commodities or commodity contracts,
except that the Fund may engage in transactions involving futures contracts or
options on futures contracts.
It is proposed that shareholders approve replacing the current
fundamental Restriction with the following fundamental Restriction concerning
commodities:
"The Fund may not purchase or sell commodities or contracts on
commodities except to the extent that the Fund may engage in
financial futures contracts and related options and currency
contracts and related options and may otherwise do so in
accordance with applicable law without registering as a
commodity pool operator under the Commodity Exchange Act."
The proposed amendment is intended to allow the Fund to have the
flexibility to invest in futures contracts and related options, including
financial futures such as interest rate and stock index futures (S&P 500, etc.).
The Fund currently has the ability to invest in financial futures. Under the
proposed amendment, these types of futures may be used for hedging or for
investment purposes and involve certain risks.
If the proposed amendment is approved, the investment adviser will
determine the appropriateness of investment in futures contracts (including
financial futures) and related options.
While the proposed change will have no material impact on the operation
of the Fund, adoption of the proposed fundamental Restriction will advance the
goals of standardization.
Proposal 3H: To Amend The Fundamental Investment Restriction
Concerning Lending
The Fund's current fundamental Restriction concerning lending states
that the Fund shall not lend its portfolio
-27-
<PAGE>
securities except under certain percentage and other limitations. In general, it
is the Fund's current policy that such loans must be secured continuously by
U.S. government securities, cash or cash collateral maintained on a current
basis in an amount at least equal to the market value of the securities loaned.
During the existence of the loan, the Fund must continue to receive the
equivalent of the interest and dividends paid by the issuer on the securities
loaned and interest on the investment of the collateral; the Fund must have the
right to call the loan and obtain the securities loaned at any time on
reasonable notice, including the right to call the loan to enable the Fund to
vote the securities. To comply with previous (but as a result of federal
legislation enacted in 1996, now superseded) requirements of certain state
securities administrators, such loans were not to exceed one-third of the Fund's
net assets taken at market value.
It is proposed that shareholders approve replacing the current
fundamental Restrictions with the following amended fundamental Restrictions
concerning lending:
"The Fund may not make loans to other persons, except that the
Fund may lend its portfolio securities in accordance with
applicable law. The acquisition of investment securities or
other investments shall not be deemed to be the making of a
loan."
Gains or losses in the market value of a loaned security will affect
the Fund and its shareholders. When the Fund lends it securities, it runs the
risk that it will not be able to retrieve the securities on a timely basis,
possibly losing the opportunity to sell the securities at a desirable price.
Also, if the borrower files for bankruptcy or becomes insolvent, the Fund's
ability to dispose of the securities may be delayed. Lending the Fund's
portfolio securities would include the ability to invest in direct debt
instruments such as loans and loan participation interests which are interests
in amounts owed to another party by a company, government or other borrower.
These types of securities may have additional risks beyond conventional debt
securities because they may provide less legal protection for the Fund, or there
may be a requirement that the Fund supply additional cash to a borrower on
demand.
The adoption of the standardized fundamental Restriction will advance
the goals of standardization.
-28-
<PAGE>
Proposal 3I: Reclassification as Nonfundamental of All Current
Fundamental Restrictions Other than the
Fundamental Restrictions Described in the
Foregoing Proposals 3A through 3H.
Like all mutual funds, when the Fund was established the Trustees
adopted certain investment Restrictions that would govern the efforts of the
Fund's investment adviser in seeking the Fund's investment objective. Some of
these Restrictions were designated as "fundamental" and, as such, may not be
changed unless the change has first been approved by the Trustees and then by
the shareholders of the Fund. Many of the Fund's investment restrictions were
required to be classified as fundamental under the securities laws of various
states. Since October 1996, such state securities laws and regulations regarding
fundamental investment restrictions have been preempted by federal law and no
longer apply.
The Fund's fundamental Restrictions were established to reflect certain
regulatory, business or industry conditions as they existed at the time the Fund
was established. Many such conditions no longer exist. The 1940 Act requires
only that the Restrictions discussed in Proposals 3A through 3H above be
classified as fundamental. As a result, this Proposal 3I proposes to reclassify
as nonfundamental all current fundamental Restrictions of the Fund other than
the fundamental Restrictions discussed in the foregoing Proposals 3A through 3H.
Nonfundamental Restrictions may be changed or eliminated by the
Trustees at any time without approval of the Fund's shareholders. The current
fundamental Restrictions proposed to be reclassified as nonfundamental are shown
in Exhibit C by an "R", which stands for "To be Reclassified."
None of the proposed changes will materially alter the way in which the
Fund is currently managed. Indeed, the Trustees believe that approval of the
reclassification of fundamental Restrictions to nonfundamental Restrictions will
enhance the ability of the Fund to achieve its investment objective because the
Fund's investment adviser will have greater investment management flexibility to
respond to changed market, industry or regulatory conditions without the delay
and expense of the solicitation of shareholder approval.
PART III
PROPOSAL 4 - MERGER OF MENTOR INCOME AND GROWTH INTO EVERGREEN
CAPITAL BALANCED
-29-
<PAGE>
This Prospectus/Proxy Statement is also being furnished to shareholders
of Mentor Income and Growth in connection with a proposed Agreement and Plan of
Reorganization (the "Reorganization Plan") to be submitted to shareholders of
Mentor Income and Growth for consideration at the Meeting. As discussed above in
Part I regarding the Conversion Plan, prior to the Reorganization, Mentor Income
and Growth will be converted to a series of a Delaware business trust
(Evergreen Trust) to be known as Evergreen Capital Income and Growth Fund.
Shareholders of Mentor Balanced Portfolio ("Mentor Balanced"), another series of
Mentor Funds, are also being asked to approve that Fund's conversion into a
series of the Evergreen Trust to be known as Evergreen Capital Balanced Fund.
Subject to shareholder approval, both conversions will occur on or about October
15, 1999. Because of programming freezes in place as a result of upcoming year
2000 and other issues, the Reorganization cannot occur during the period between
October 1, 1999 and March 1, 2000.
In order for shareholders of Mentor Income and Growth to have an
understanding about the main purpose of this Prospectus/Proxy Statement and the
Reorganization, the discussion in this Part III refers to Mentor Income and
Growth and not Evergreen Capital Income and Growth. Further, Evergreen Capital
Balanced is, in essence, the same as Mentor Balanced.
The Reorganization Plan provides for all of the assets of Mentor Income
and Growth to be acquired by Evergreen Capital Balanced (the successor to Mentor
Balanced Portfolio)in exchange for shares of Evergreen Capital Balanced and the
assumption by Evergreen Capital Balanced of the identified liabilities of Mentor
Income and Growth (hereinafter referred to as the "Reorganization"). Following
the Reorganization, shares of Evergreen Capital Balanced will be distributed to
shareholders of Mentor Income and Growth in liquidation of Mentor Income and
Growth and such Fund will be terminated. Holders of Class A, Class B and Class Y
shares of Mentor Income and Growth will receive Class A, Class C and Class Y
shares, respectively, of Evergreen Capital Balanced. The Class A, Class B and
Class Y shares of Evergreen Capital Balanced have similar distribution- related
fees and shareholder servicing-related fees, if any, as the shares of Mentor
Income and Growth held prior to the Reorganization. See "Comparison of Fees and
Expenses."
No sales charge will be imposed in connection with Class A shares of
Evergreen Capital Balanced received by holders of Class A shares of Mentor
Income and Growth. In addition, no contingent
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<PAGE>
deferred sales charge ("CDSC") will be deducted at the time of the
Reorganization in connection with the Class C shares of Evergreen Capital
Balanced received by holders of Class B shares of Mentor Income and Growth.
Holders of Class C shares of Evergreen Capital Balanced received in the
Reorganization will be subject to the schedule of CDSCs applicable to the Class
B shares of Mentor Income and Growth and not the schedule of CDSCs presently
applicable to Class C shares of Evergreen Capital Balanced. As a result of the
proposed Reorganization, shareholders of Mentor Income and Growth will receive
that number of full and fractional shares of Evergreen Capital Balanced having
an aggregate net asset value equal to the aggregate net asset value of such
shareholder's shares of Mentor Income and Growth. The Reorganization is being
structured as a tax-free reorganization for federal income tax purposes.
Evergreen Capital Balanced is a separate series of Evergreen Trust. The
investment objective of Evergreen Capital Balanced is to seek capital growth and
current income. The investment objective of Mentor Income and Growth is similar
- -- to provide a conservative combination of income and growth of capital
consistent with capital protection. Evergreen Capital Balanced invests in a
diversified portfolio of equity and fixed income securities which the investment
adviser believes will produce both capital growth and current income. Mentor
Income and Growth invests in a diversified portfolio of equity securities of
companies that its investment adviser believes exhibit sound fundamental
characteristics and investment grade fixed income securities and U.S. Government
securities.
This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about Evergreen Capital Balanced
that shareholders of Mentor Income and Growth should know when voting on the
Reorganization. Certain relevant documents listed below, which have been filed
with the SEC, are incorporated in whole or in part by reference into this
Prospectus/Proxy Statement. A Statement of Additional Information dated August
27, 1999 relating to this Prospectus/Proxy Statement and the Reorganization
which includes the financial statements of Mentor Balanced dated September 30,
1998 and March 31, 1999 and of Mentor Income and Growth dated September 30, 1998
and March 31, 1999, has been filed with the SEC and is incorporated by reference
in its entirety into this Prospectus/Proxy Statement. A copy of such Statement
of Additional Information is available upon request and without charge by
writing to Mentor Funds at 901 East Byrd Street, Richmond, Virginia 23219 or by
calling toll-free 1-800-645-7816.
-31-
<PAGE>
The two Prospectuses of Mentor Balanced dated December 15, 1998 as
supplemented July ___, 1999, (together, the "Supplemented Prospectuses"), its
Annual Report for the fiscal year ended September 30, 1998 and its Semi-Annual
Report for the six month period ended March 31, 1999 are incorporated herein by
reference in their entirety, insofar as they relate to Mentor Balanced only, and
not to any other fund described therein. The Supplemented Prospectuses, which
pertain (i) to Class A, Class B and Class C shares of Evergreen Capital Balanced
and (ii) to Class Y shares of Evergreen Capital Balanced, differ only insofar as
they describe the separate distribution and shareholder servicing arrangements
applicable to the classes. Shareholders of Mentor Income and Growth will
receive, with this Prospectus/Proxy Statement, copies of the Supplemented
Prospectus pertaining to the class of shares of Evergreen Capital Balanced
(formerly Mentor Balanced) that they will receive as a result of the
consummation of the Reorganization. Additional information about Mentor Balanced
is contained in its Statement of Additional Information dated December 15, 1998,
which has been filed with the SEC and which is available upon request and
without charge by writing to or calling Mentor Balanced at the address or
telephone number listed in the paragraph above.
The two Prospectuses of Mentor Income and Growth which pertain (i) to
Class A and Class B shares and (ii) to Class Y shares dated December 15, 1998,
insofar as they relate to Mentor Income and Growth only, and not to any other
fund described therein, are incorporated herein in their entirety by reference.
Copies of the Prospectuses, the related Statement of Additional Information
dated December 15, 1998, the Annual Report for the fiscal year ended September
30, 1998 and the Semi-Annual Report for the six month period ended March 31,
1999, are available upon request and without charge by writing to Mentor Income
and Growth at the address listed above or by calling toll-free 1-800-645-7816.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The shares offered by this Prospectus/Proxy Statement are
not deposits or obligations of any bank and are not insured or
otherwise protected by the U.S. government, the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other
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<PAGE>
government agency and involve investment risk, including possible
loss of capital.
COMPARISON OF FEES AND EXPENSES
The amounts for Class A, Class C and Class Y shares of Evergreen
Capital Balanced (formerly Mentor Balanced) set forth in the following tables
and in the examples are based on the expenses for the twelve month period ended
March 31, 1999. The amounts for Class A, Class B and Class Y shares of Mentor
Income and Growth set forth in the following tables and in the examples are
based on the expenses for the twelve month period ended March 31, 1999. The pro
forma amounts for Class A, Class C and Class Y shares of Evergreen Capital
Balanced are based on what the estimated combined expenses would have been for
the twelve month period ended March 31, 1999.
The following tables show for Evergreen Capital Balanced, Mentor Income
and Growth and Evergreen Capital Balanced Fund pro forma, assuming consummation
of the Reorganization, the shareholder transaction expenses and annual fund
operating expenses associated with an investment in the Class A, Class B, Class
C and Class Y shares, as applicable of each Fund.
Comparison of Class A, Class C and Class Y Shares
of Evergreen Capital Balanced With Class A, Class B
and Class Y Shares of Mentor Income and Growth
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Evergreen Capital Balanced Mentor Income and Growth
Shareholder Class A Class C Class Y Class A Class B Class Y
------- ------- ------- ------- ------- -------
Transaction Expenses
Maximum Sales Load 5.75% None None 5.75% None None
Imposed on Purchases
(as a percentage of
offering price)
Contingent Deferred None(1) 4.00% in None None(1) 4.00% in None
Sales Charge (as a the first the first
percentage of year year
original purchase declining declining
price or redemption to 1.00% to 1.00%
proceeds, whichever in the in the
is lower) fifth year fifth year
and 0.00% and 0.00%
there- there-
after after (2)
</TABLE>
-33-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Evergreen Capital Balanced Mentor Income and Growth
Annual Fund
Operating Expenses
(as a percentage of
average daily net
assets)
Management Fee(3) 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
12b-1 Fees(4) 0.25% 1.00% None None 0.75% None
Shareholder
Servicing Plan Fees None None None 0.25% 0.25% None
Other Expenses 0.39% 0.39 0.39% 0.31% 0.31% 0.31%
----- ---- ----- ----- ----- -----
Annual Fund 1.39% 2.14% 1.14% 1.31% 2.06% 1.06%
===== ===== ===== ===== ===== =====
Operating
Expenses(4)
</TABLE>
-34-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Evergreen Capital Balanced Pro Forma
Shareholder Transaction Class A Class C(5) Class Y
------- ---------- -------
Expenses
Maximum Sales Load Imposed 5.75% None None
on Purchases (as a
percentage of offering
price)
Contingent Deferred Sales None 4.00% in None
Charge (as a percentage of the first
original purchase price or year
redemption proceeds, declining
whichever is lower)(2) to 1.00% in
the fifth
year and
0.00%
thereafter
Annual Fund Operating
Expenses (as a percentage
of average daily net
assets)
Management Fee 0.75% 0.75% 0.75%
12b-1 Fees(4) 0.25% 1.00% None
Shareholder Servicing
Plan Fees None None None
Other Expenses 0.34% 0.34% 0.34%
------- ------ -----
Annual Fund Operating 1.34% 2.09% 1.09%
Expenses ======= ====== ======
</TABLE>
- -------------------
(1) Investments of $1 million or more are not subject to a front-end sales
charge, but may be subject to a CDSC of 1% upon redemption within one
year after the month of purchase.
(2) Shares purchased as part of asset-allocation plans pursuant to the BL
Purchase Program are subject to a CDSC of 1% if the shares are redeemed
within one year of purchase.
(3) The investment adviser of Evergreen Capital Balanced currently waives
0.01% of its management fee resulting in a net management fee of 0.99%
of average daily net assets.
-35-
<PAGE>
(4) Class A shares of Evergreen Capital Balanced can pay up to
0.75% of average daily net assets as a 12b-1 fee. The
current Class A 12b-1 fees are 0.25% of average daily net
assets. The Class B 12b-1 fees of Evergreen Capital
Balanced currently are 0.98% of average daily net assets
reflecting a waiver of 0.02%. As a result of the waivers
described herein and in footnote 3, the Annual Fund
Operating Expenses for the Class A, Class B and Class Y
shares of Evergreen Capital Balanced for the twelve month
period ended March 31, 1999 would be 1.38%, 2.11% and 1.13%,
respectively.
(5) Holders of Class C shares of Evergreen Capital Balanced received in the
Reorganization will be subject to the schedule of CDSCs currently
applicable to Class B shares of Mentor Income and Growth and not the
schedule of CDSCs applicable to Class C shares of Evergreen Capital
Balanced.
Examples. The following tables show for Evergreen Capital Balanced and
Mentor Income and Growth, and for Evergreen Capital Balanced pro forma, assuming
consummation of the Reorganization, examples of the cumulative effect of
shareholder transaction expenses and annual fund operating expenses indicated
above on a $10,000 investment in each class of shares for the periods specified,
assuming (i) a 5% annual return, and (ii) redemption at the end of such period.
For Class B and Class C shares, the tables also show the effect if the shares
are not redeemed. In the case of Evergreen Capital Balanced pro forma, (1) the
examples for Class A shares do not reflect the imposition of the 5.75% maximum
sales load on purchases because Mentor Income and Growth shareholders who
receive Class A shares of Evergreen Capital Balanced in the Reorganization will
not incur any sales load; and (2) the examples for Class C shares reflect, as
described in footnote 4 above, the CDSC schedule applicable to Class B shares of
Mentor Income and Growth.
-36-
<PAGE>
Evergreen Capital Balanced
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Five
One Year Years Years Ten Years
Class A $708 $990 $1,292 $2,148
Class C (assuming $617 $970 $1,249 $2,472
redemption at the
end of the period)
Class C (assuming $217 $670 $1,149 $2,472
no redemption at
the end of the
period)
Class Y $116 $362 $628 $1,386
</TABLE>
Mentor Income and Growth
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Five
One Year Years Years Ten Years
Class A $701 $966 $1,252 $2,063
Class B $609 $946 $1,208 $2,390
(assuming
redemption at the
end of the period)
Class B $209 $646 $1,108 $2,390
(assuming no
redemption at the
end of the period)
Class Y $108 $337 $585 $1,294
</TABLE>
-37-
<PAGE>
Evergreen Capital Balanced Pro Forma
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Five
One Year Years Years Ten Years
Class A $136 $425 $734 $1,613
Class C $612 $955 $1,224 $2,421
(assuming
redemption at
the end of the
period)
Class C $212 $655 $1,124 $2,421
(assuming no
redemption at
the end of the
period)
Class Y $111 $347 $601 $1,329
</TABLE>
The purpose of the foregoing examples is to assist Mentor Income and
Growth shareholders in understanding the various costs and expenses that an
investor in Evergreen Capital Balanced as a result of the Reorganization would
bear directly and indirectly, as compared with the various direct and indirect
expenses currently borne by a shareholder in Mentor Income and Growth. These
examples should not be considered a representation of past or future expenses or
annual return. Actual expenses may be greater or less than those shown.
SUMMARY
This summary is qualified in its entirety by reference to the
additional information contained elsewhere in this Prospectus/Proxy Statement,
the Supplemented Prospectuses of Mentor Balanced dated December 15, 1998 and the
Prospectuses of Mentor Income and Growth dated December 15, 1998 (which are
incorporated herein by reference) and the Reorganization Plan, the form of which
is attached to this Prospectus/Proxy Statement as Exhibit D.
-38-
<PAGE>
Proposed Plan of Reorganization
The Reorganization Plan provides for the transfer of all of the assets
and identified liabilities of Mentor Income and Growth (which at the time of the
Reorganization will be known as Evergreen Capital Income and Growth pursuant to
the Conversion Plan described above) in exchange for shares of Mentor Balanced
(which at the time of the Reorganization will be known as Evergreen Capital
Balanced). The identified liabilities consist only of those liabilities
reflected on the Fund's statement of assets and liabilities determined
immediately preceding the Reorganization. The Reorganization Plan also calls for
the distribution of shares of Evergreen Capital Balanced to Mentor Income and
Growth shareholders in liquidation of Mentor Income and Growth as part of the
Reorganization. As a result of the Reorganization, the holders of Class A, Class
B and Class Y shares of Mentor Income and Growth will become the owners of that
number of full and fractional Class A, Class C and Class Y shares, respectively,
of Evergreen Capital Balanced having an aggregate net asset value equal to the
aggregate net asset value of the shareholders' shares of Mentor Income and
Growth, as of the close of business immediately prior to the date that Mentor
Income and Growth's assets are exchanged for shares of Evergreen Capital
Balanced. See "Reasons for the Reorganization Agreement and Plan of
Reorganization."
The Trustees of Mentor Funds, including the Trustees who are not
"interested persons," as such term is defined in the 1940 Act (the "Independent
Trustees"), have concluded that the Reorganization would be in the best
interests of shareholders of Mentor Income and Growth. Accordingly, the Trustees
have submitted the Reorganization Plan for the approval of Mentor Income and
Growth's shareholders.
In addition, subsequent to the Conversion of Mentor Income and Growth
to Evergreen Capital Income and Growth, the Trustees of Evergreen Trust will
review the Reorganization Plan on behalf of Evergreen Capital Income and Growth
(referred to in this Part III as Mentor Income and Growth) to determine whether
the Reorganization remains in the best interests of the shareholders of
Evergreen Capital Income and Growth and that the interests of the shareholders
of Evergreen Capital Income and Growth will not be diluted as a result of the
transactions contemplated by the Reorganization, even though shareholders of
Mentor Income and Growth have previously approved the Reorganization.
-39-
<PAGE>
THE BOARD OF TRUSTEES OF MENTOR FUNDS
RECOMMENDS APPROVAL BY SHAREHOLDERS OF MENTOR INCOME AND GROWTH
OF THE REORGANIZATION PLAN EFFECTING THE REORGANIZATION.
The Trustees of Mentor Funds have also approved the Reorganization Plan
on behalf of Mentor Balanced.
Approval of the Reorganization on the part of Mentor Income and Growth
will require the affirmative vote of a majority of Mentor Income and Growth's
shares voted and entitled to vote, with all classes voting together as a single
class, at a Meeting at which a quorum of the Fund's shares is present. Fifty
percent of the outstanding shares entitled to vote, represented in person or by
proxy, is required to constitute a quorum at the Meeting. See "Voting
Information Concerning the Meeting."
The Reorganization is scheduled to take place on or about March 11,
2000. If the shareholders of Mentor Balanced and/or Mentor Income and Growth do
not vote to approve the Conversions and/or the Reorganizations, the Trustees of
Mentor Funds or Evergreen Trust, as the case may be, will consider other
possible courses of action in the best interests of shareholders.
Tax Consequences
Prior to or at the completion of the Reorganization, Mentor Income and
Growth will have received an opinion of Sullivan & Worcester LLP that the
Reorganization has been structured so that no gain or loss will be recognized by
the Fund or its shareholders for federal income tax purposes as a result of the
receipt of shares of Evergreen Capital Balanced in the Reorganization. The
holding period and aggregate tax basis of shares of Evergreen Capital Balanced
that are received by Mentor Income and Growth's shareholders will be the same as
the holding period and aggregate tax basis of shares of the Fund previously held
by such shareholders, provided that shares of the Fund are held as capital
assets. In addition, the holding period and tax basis of the assets of Mentor
Income and Growth in the hands of Evergreen Capital Balanced as a result of the
Reorganization will be the same as in the hands of the Fund immediately prior to
the Reorganization, and no gain or loss will be recognized by Evergreen Capital
Balanced upon the receipt of the assets of the Fund in exchange for shares of
Evergreen Capital Balanced and the assumption by Evergreen Capital Balanced of
the identified liabilities of Mentor Income and Growth.
-40-
<PAGE>
Investment Objectives and Policies of the Funds
The investment objectives and policies of Mentor Balanced and Mentor
Income and Growth are similar.
The investment objective of Mentor Balanced is to seek capital growth
and current income. The Fund invests in a diversified portfolio of equity and
fixed income securities which the investment adviser believes will produce both
capital growth and current income. The Fund may invest in almost any type of
security. The Fund's securities will include some securities selected primarily
to provide for growth in value, others selected for current income, and others
for stability of principal. The Fund's investment adviser adjusts the
proportions of the Fund's assets invested in the different types of securities
in response to changing market conditions.
The investment objective of Mentor Income and Growth Fund is to provide
a conservative combination of income and growth of capital consistent with
capital protection. The Fund invests in a diversified portfolio of equity
securities of companies exhibiting sound fundamental characteristics and in
investment grade fixed income securities and U.S. Government securities. The
Fund's investment adviser manages the allocation of assets among asset classes
based upon its analysis of economic conditions, relative fundamental values and
the attractiveness of each asset class, and expected future returns of each
asset class. The Fund will normally have some portion of its assets invested in
each asset class at all times but may invest without limit in any asset class.
Comparative Performance Information for Each Fund
Discussions of the manner of calculation of total return are contained
in the Prospectuses and Statements of Additional Information of the Funds. The
following tables set forth, as applicable, the total return of the Class A,
Class B and Class Y shares of Mentor Balanced and of the Class A, Class B and
Class Y shares of Mentor Income and Growth for the one year and five year
periods ended December 31, 1998, and for the period from inception through
December 31, 1998. The calculations of total return assume the reinvestment of
all dividends and capital gains distributions on the reinvestment date and the
deduction of all recurring expenses (including sales charges) that were charged
to shareholders' accounts.
-41-
<PAGE>
Average Annual Total Return (1)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 5 Years From
Ended Ended Inception To
December December December 31, Inception
31, 1998 31,1998 1998 Date
------- ------- --------- ---------
Mentor Balanced
Class A shares 9/16/98
Class B 6/21/94
shares
Class Y 9/16/98
shares
Mentor Income
and Growth
Class A shares 5/24/93
Class B shares 5/24/93
Class Y shares 11/19/97
- --------------
</TABLE>
(1) Reflects waiver of advisory fees and reimbursements and/or waivers of
expenses. Without such reimbursements and/or waivers, the average
annual total returns during the periods would have been lower.
-42-
<PAGE>
Important information about Mentor Balanced is also contained in
management's discussion of Mentor Balanced's performance, attached hereto as
Exhibit E. This information also appears in Mentor Balanced's most recent Annual
Report.
Management of the Funds
The overall management of Mentor Balanced and of Mentor Income and
Growth is the responsibility of, and is supervised by the Board of Trustees of
Mentor Funds. Subsequent to the Conversion, the overall management of Mentor
Income and Growth and Mentor Balanced will be the responsibility of, and will be
supervised by, the Board of Trustees of Evergreen Trust.
Investment Advisers
Mentor serves as the investment adviser for Mentor Income and Growth
and Mentor Balanced and will serve as investment adviser for Evergreen Capital
Balanced. Mentor has overall responsibility for portfolio management of the
Funds. For its services as investment adviser, Mentor is entitled to receive
from each Fund a fee equal to 0.75% of the Fund's average daily net assets.
Mentor may, at its discretion, reduce or waive its fee or reimburse a
Fund for certain of its other expenses in order to reduce its expense ratios.
Mentor may reduce or cease these voluntary waivers and reimbursements at any
time.
Year 2000 Risks
Like other investment companies, financial and business organizations
and individuals around the world, Mentor Balanced could be adversely affected if
the computer systems used by the Fund's investment adviser and the Fund's other
service providers do not properly process and calculate date-related information
and data from and after January 1, 2000. This is commonly known as the "Year
2000 Problem." The Fund's investment adviser is taking steps to address the Year
2000 Problem with respect to the computer systems that it uses and to obtain
assurances that comparable steps are being taken by the Fund's other major
service providers. At this time, however, there can be no assurance that these
steps will be sufficient to avoid any adverse impact on the Fund. In addition,
issuers of securities in which the Fund invests, especially foreign issuers, may
be adversely affected by Year 2000 Problems. Such problems could negatively
impact the value of the Fund's portfolio securities.
-43-
<PAGE>
Administrator
As described in Part I - "Administration Agreements," EIS acts as
administrator for Mentor Income and Growth. EIS also acts as the administrator
for Mentor Balanced. Subsequent to the Reorganization, EIS will act as
administrator for Evergreen Capital Balanced and will provide the Fund with
facilities, equipment and personnel. EIS is entitled to receive an
administration fee from Evergreen Capital Balanced based on the aggregate
average daily net assets of all the mutual funds advised by FUNB and its
affiliates for which EIS serves as administrator, calculated in accordance with
the following schedule: 0.050% on the first $7 billion, 0.035% on the next $3
billion, 0.030% on the next $5 billion, 0.020% on the next $10 billion, 0.015%
on the next $5 billion and 0.010% on assets in excess of $30 billion.
Portfolio Management
All investment decisions made for Mentor Balanced are made by an
investment management team and it is contemplated that Mentor's investment
management team will make the investment decisions for Evergreen Capital
Balanced subsequent to the Reorganization.
Distribution of Shares
Subsequent to the Reorganization, Evergreen Distributor, Inc. ("EDI"),
an affiliate of BISYS Fund Services, will act as underwriter of shares of
Evergreen Capital Balanced. EDI distributes the Fund's shares directly or
through broker-dealers, banks (including FUNB), or other financial
intermediaries. Evergreen Capital Balanced offers three classes of shares: Class
A, Class C and Class Y. Each Class has separate distribution arrangements. (See
"Distribution-Related and Shareholder Servicing-Related Expenses" below.) No
Class bears the distribution expenses relating to the shares of any other Class.
In the proposed Reorganization, Class A shareholders of Mentor Income
and Growth will receive Class A shares of Evergreen Capital Balanced, Class B
shareholders of Mentor Income and Growth will receive Class C shares of
Evergreen Capital Balanced, and Class Y shareholders of Mentor Income and Growth
will receive Class Y shares of Evergreen Capital Balanced. The Class A, Class C
and Class Y shares of Evergreen Capital Balanced will have similar arrangements
with respect to the imposition of distribution and service fees as the Class A,
Class B and Class Y shares of Mentor Income and Growth. Because the
Reorganization
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will be effected at net asset value without the imposition of a sales charge,
Evergreen Capital Balanced shares acquired by shareholders of Mentor Income and
Growth pursuant to the proposed Reorganization would not be subject to any
initial sales charge or CDSC as a result of the Reorganization. However, Class C
shares acquired as a result of the Reorganization would continue to be subject
to a CDSC upon subsequent redemption to the same extent as if shareholders had
continued to hold their Class B shares of Mentor Income and Growth. The CDSC
schedule applicable to Class C shares of Evergreen Capital Balanced will be the
CDSC schedule of Class B shares of Mentor Income and Growth in effect at the
time Class B shares of Mentor Income and Growth were originally purchased.
The following is a summary description of charges and fees for the
Class A, Class C and Class Y shares of Evergreen Capital Balanced which will be
received by Mentor Income and Growth shareholders in the Reorganization. More
detailed descriptions of the distribution arrangements applicable to the classes
of shares are contained in the respective Prospectuses of Mentor Income and
Growth, the Supplemented Prospectuses of Mentor Balanced and in each Fund's
Statement of Additional Information.
Class A Shares. Class A shares are sold at net asset value plus an
initial sales charge and, as indicated below, are subject to a 12b-1 fee. For a
description of the initial sales charges applicable to purchases of Class A
shares, see "Purchase of Shares" in the applicable Supplemented Prospectus for
Mentor Balanced. No initial sales charge will be imposed on Class A shares of
Evergreen Capital Balanced received by Mentor Income and Growth's shareholders
in the Reorganization.
Class C Shares. Class C shares are sold without initial sales charges
and are subject to distribution-related and shareholder-related fees which are
higher than Class A shares. Class C shares will continue the CDSC arrangement
which currently applies to the Class B shares of Mentor Income and Growth. The
CDSC is 4.0% in the first year, declining to 1.0% in the fifth year and
eliminated thereafter. No new Class C shares of Evergreen Capital Balanced with
the CDSC described above will be offered following the Conversion.
Class Y Shares. Class Y shares are sold at net asset value without any
initial or deferred sales charge and are not subject to distribution-related or
shareholder servicing-related fees. Class Y shares are only available to certain
classes of investors as is more fully described in the Supplemented Prospectuses
for Mentor Balanced. Mentor Income and Growth shareholders who
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<PAGE>
receive Evergreen Capital Balanced Class Y shares in the Reorganization and who
wish to make subsequent investments in Evergreen Capital Balanced will be able
to purchase Class Y shares.
Additional information regarding the classes of shares of each Fund is
included in the Supplemented Prospectuses of Mentor Balanced, the Prospectuses
of Mentor Income and Growth and Statement of Additional Information.
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<PAGE>
Distribution-Related and Shareholder Servicing-Related Expenses.
Evergreen Capital Balanced has adopted a 12b-1 plan with respect to its Class A
shares under which the Class may pay for distribution-related expenses at an
annual rate which may not exceed 0.75% of average daily net assets attributable
to the Class. Payments with respect to the Class A shares are limited to 0.25%
of average daily net assets attributable to the Class. This amount may be
increased to the full plan amount for the Fund by the Trustees without
shareholder approval. Mentor Income and Growth has adopted a Shareholder
Servicing Plan with respect to its Class A shares under which the Class may pay
for shareholder servicing-related expenses at an annual rate of 0.25% of the
average daily net assets attributable to the Class. Evergreen Capital Balanced
does not impose a Shareholder Servicing Plan fee.
Each of Evergreen Capital Balanced and Mentor Income and Growth has
adopted a 12b-1 plan with respect to its Class C and Class B shares,
respectively, under which the Class may pay for distribution-related expenses at
an annual rate which may not exceed 1.00% (0.75% with respect to Mentor Income
and Growth) of average daily net assets attributable to the Class. Mentor Income
and Growth has also adopted for its Class B shares a Shareholder Servicing Plan
whereby the Fund may incur a fee for shareholder services of up to 0.25% of
average daily net assets attributable to the Class.
The Class C 12b-1 plan of Evergreen Capital Balanced provides that, of
a total 1.00% 12b-1 fee, up to 0.25% may be for payment in respect of
shareholder services. Consistent with the requirements of Rule 12b-1 and the
applicable rules of the National Association of Securities Dealers, Inc.,
following the Conversion and the Reorganization Evergreen Capital Balanced may
make distribution-related and shareholder servicing-related payments with
respect to Mentor Income and Growth shares sold prior to the Conversion and the
Reorganization including payments to Mentor Income and Growth's former
underwriter.
Additional information regarding the applicable 12b-1 plans adopted by
each Fund and the Shareholder Servicing Plan adopted by Mentor Income and Growth
is included in the Supplemented Prospectuses of Mentor Balanced, the
Prospectuses of Mentor Income and Growth and Statement of Additional
Information.
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Purchase and Redemption Procedures
Information concerning applicable sales charges and
distribution-related and shareholder servicing-related fees is provided above.
Investments in the Funds are not insured. Generally, the minimum initial
purchase requirement for each Fund is $1,000 ($500,000 for Class Y shares of
Mentor Income and Growth and Mentor Balanced). There will be no minimum for
subsequent purchases of shares of Evergreen Capital Balanced. For Mentor Income
and Growth and Mentor Balanced, the minimum for subsequent investments is $50
for Class A and Class B shares and $25,000 for Class Y shares. Each Fund
provides for telephone, mail or wire redemption of shares at net asset value,
less any CDSC, as next determined after receipt of a redemption request on each
day the New York Stock Exchange ("NYSE") is open for trading. Additional
information concerning purchases and redemptions of shares, including how each
Fund's net asset value is determined, is contained in the respective
Prospectuses for each Fund. Unlike Mentor Income and Growth, Evergreen Capital
Balanced may involuntarily redeem shareholders' accounts that have less than
$1,000 of invested funds. All funds invested in each Fund are invested in full
and fractional shares. The Funds reserve the right to reject any purchase order.
Exchange Privileges
Shares of Mentor Income and Growth can be exchanged for shares of the
same class of certain funds in the Mentor fund family. Holders of shares of a
class of Evergreen Capital Balanced may exchange their shares for shares of the
same class of any other Evergreen fund. Mentor Income and Growth shareholders
will be receiving Class A, Class C and Class Y shares of Evergreen Capital
Balanced in the Reorganization and, accordingly, with respect to shares of
Evergreen Capital Balanced received in the Reorganization, the exchange
privilege will be limited to Class A, Class C and Class Y shares, as applicable,
of other Evergreen funds. Evergreen Capital Balanced limits exchanges to five
per calendar year and three per calendar quarter. No sales charge is imposed on
an exchange. An exchange which represents an initial investment in another
Evergreen fund must amount to at least $1,000. The current exchange privileges,
and the requirements and limitations attendant thereto, are described in the
Supplemented Prospectuses of Mentor Balanced, the Prospectuses of Mentor Income
and Growth and Statement of Additional Information.
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Dividend Policy
Mentor Income and Growth distributes its investment company taxable
income quarterly. Evergreen Capital Balanced distributes such income annually
and each Fund distributes its net realized gains at least annually. Shareholders
begin to earn dividends on the first business day after shares are purchased
unless shares were not paid for, in which case dividends are not earned until
the next business day after payment is received. Dividends and distributions are
reinvested in additional shares of the same class of the respective Fund, or
paid in cash, as a shareholder has elected. See the respective Prospectuses of
each Fund for further information concerning dividends and distributions.
After the Reorganization, shareholders of Mentor Income and Growth who
have elected to have their dividends and/or distributions reinvested will have
dividends and/or distributions received from Evergreen Capital Balanced
reinvested in shares of Evergreen Capital Balanced. Shareholders of Mentor
Income and Growth who have elected to receive dividends and/or distributions in
cash will receive dividends and/or distributions from Evergreen Capital Balanced
in cash after the Reorganization, although they may, after the Reorganization,
elect to have such dividends and/or distributions reinvested in additional
shares of Evergreen Capital Balanced.
Each of Mentor Balanced and Mentor Income and Growth has qualified and
intends to continue to qualify, and Evergreen Capital Balanced intends to
qualify, to be treated as a regulated investment company under the Code. While
so qualified, so long as each Fund distributes all of its net investment company
taxable income and any net realized gains to shareholders, it is expected that a
Fund will not be required to pay any federal income taxes on the amounts so
distributed. A 4% nondeductible excise tax will be imposed on amounts not
distributed if a Fund does not meet certain distribution requirements by the end
of each calendar year. Each Fund anticipates meeting such distribution
requirements.
Risks
An investment in each Fund is subject to certain risks. There is no
assurance that investment performances will be positive and that the Funds will
meet their investment objectives. For a discussion of each Fund's investment
objective and policies, see "Comparison of Investment Objectives and Policies."
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Stock Market Risk. The Funds are subject to stock market risk.
Investment in the Funds will be affected by general economic conditions such as
prevailing economic growth, inflation and interest rates. When economic growth
slows, or interest or inflation rates increase, securities tend to decline in
value. Such events could also cause companies to decrease the dividends they
pay. If these events were to occur, the value of and dividend yield and total
return earned on your investment would likely decline. Even if general economic
conditions do not change, your investment may decline in value if the particular
industries, issuers or sectors the Funds invest in do not perform well.
In addition, each Fund invests a portion of its assets in debt
securities. The main risks of investing in debt securities are:
Interest Rate Risk. Bond prices move inversely to interest rates, i.e., as
interest rates decline the values of the bonds increase, and vice versa. The
longer the maturity of a bond, the greater the exposure to market price
fluctuations. The same market factors are reflected in the share price or net
asset value of bond funds which will vary with interest rates. Prices of
longer-term bonds tend to be more volatile in periods of changing interest rates
than prices of shorter-term securities. At June 30, 1999, the dollar-weighted
average maturity of Mentor Income and Growth's portfolio of debt securities was
6.5 years, and the dollar-weighted average maturity of Mentor Balanced's
portfolio of debt securities was 8.7 years. At June 30, 1999, the
dollar-weighted average duration of Mentor Income and Growth's portfolio was 4.1
years and that of Mentor Balanced's portfolio was 4.8 years.
Credit Risk. The Fund's income and/or share price may be adversely
affected if the issuer of a debt security has its credit rating reduced or fails
to make scheduled interest and principal payments. Neither Fund is required to
sell or otherwise dispose of any security that loses its rating or has its
rating reduced after the Fund has purchased it.
Derivatives Risk. Each Fund may invest in derivatives, including
options, futures and options on futures. The market values of derivatives or
structured securities may vary depending upon the manner in which the
investments have been structured and may fluctuate much more rapidly and to a
much greater extent than investments in other securities. As a result, the
values of such investments may change at rates in excess of the rates at which
traditional fixed income securities change and, depending on the
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<PAGE>
structure of a derivative, could change in a manner opposite to the change in
the market value of a traditional fixed income security. See the Supplemented
Prospectuses and Statement of Additional Information of Mentor Balanced for
further discussion of the risks inherent in the use of certain derivatives.
Foreign Investment Risk. Each Fund may purchase obligations of foreign
governments and corporations. Investment in foreign securities generally entails
more risk than investment in domestic issuers for the following reasons:
publicly available information on issuers and securities may be scarce; many
foreign countries do not follow the same accounting, auditing and financial
reporting standards as are used in the United States; market trading volumes may
be smaller, resulting in less liquidity and more price volatility compared to
U.S. securities; there may be less regulation of securities trading and its
participants; unfavorable changes in a foreign country's currency may adversely
affect the value of foreign securities held by the Fund; the possibility may
exist for expropriation, confiscatory taxation, nationalization, establishment
of price controls, political or social instability or negative diplomatic
developments; and dividend or interest withholding may be imposed at the source.
Borrowing Risk. Unlike Mentor Income and Growth, Mentor Capital
Balanced may borrow money to invest in additional securities. The use of
borrowed money, known as "leverage" increases the Fund's market exposure and
risk and may result in losses.
When a Fund invests in foreign securities, they usually will be
denominated in foreign currencies and the Fund temporarily may hold funds in
foreign securities. Thus, the value of the Fund's shares may be affected by
changes in exchange rates.
REASONS FOR THE REORGANIZATION
In order to combine and simplify the offering of mutual funds that are
advised by First Union and its affiliates, the Mentor funds are being brought
into the Evergreen fund family. Certain Mentor funds will continue as series of
applicable Evergreen Delaware business trusts. Other Mentor funds are in the
process of being combined with existing Evergreen funds in cases where the funds
have similar investment objectives and policies. Mentor Balanced and Mentor
Income and Growth, which have similar investment objectives and policies, are to
be combined after each is converted to a series of Evergreen Trust.
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Mentor is an indirect majority-owned subsidiary of First Union Capital
Markets Corp., which is in turn a wholly-owned subsidiary of First Union. EVEREN
Capital Corporation currently has a 45% ownership interest in Mentor. It is
anticipated that First Union will acquire EVEREN Capital Corporation in
September, 1999.
At a meeting of the Board of Trustees of Mentor Funds held on July 13,
1999, all of the Trustees, including the Independent Trustees, considered and
approved the Conversion and the Reorganization as being in the best interests of
shareholders of Mentor Income and Growth and Mentor Balanced.
In approving the Reorganization Plan, the Trustees reviewed various
factors about the Funds and the proposed Reorganization. There are substantial
similarities between Mentor Balanced and Mentor Income and Growth. Specifically,
Mentor Balanced and Mentor Income and Growth have similar investment objectives
and policies and comparable risk profiles. See "Comparison of Investment
Objectives and Policies" below. At the same time, the Board of Trustees
evaluated the potential economies of scale associated with larger mutual funds
and concluded that operational efficiencies may be achieved by combining Mentor
Income and Growth with Mentor Balanced. As of June 30, 1999, Mentor Balanced's
net assets were approximately $354 million and Mentor Income and Growth's net
assets were approximately $278 million.
In addition, assuming that an alternative to the Reorganization would be
that Mentor Income and Growth continue its existence and be separately managed
by FUNB or one of its affiliates, Mentor Income and Growth would be offered
through common distribution channels with Evergreen Capital Balanced. Mentor
Income and Growth would also have to bear the cost of maintaining its separate
existence. Mentor and FUNB believe that the prospect of dividing the resources
of the Evergreen mutual fund organization between two similar funds could result
in each Fund being disadvantaged due to an inability to achieve optimum size,
performance levels and greater economies of scale. Accordingly, for the reasons
noted above and recognizing that there can be no assurance that any economies of
scale or other benefits will be realized, Mentor and FUNB believe that the
proposed Reorganization would be in the best interests of each Fund and its
shareholders.
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<PAGE>
The Board of Trustees of Mentor Funds met and considered the
recommendation of Mentor and FUNB, and, in addition, considered among other
factors, (i) the terms and conditions of the Reorganization; (ii) expense
ratios, fees and expenses of the Funds; (iii) the comparative performance
records of each of the Funds; (iv) compatibility of their investment objectives
and policies; (v) the investment experience, expertise and resources of FUNB;
(vi) the service and distribution resources available to the Evergreen funds and
the broad array of investment alternatives available to shareholders of the
Evergreen funds; (vii) the personnel and financial resources of First Union and
its affiliates; (viii) the fact that the Acquiring Fund will assume the
identified liabilities of Mentor Income and Growth; and (ix) the expected
federal income tax consequences of the Reorganization. During their
consideration of the Reorganization the Trustees met with Fund counsel and
counsel to the Independent Trustees regarding the legal issues involved.
In addition, the Trustees considered that there are alternatives
available to shareholders of Mentor Income and Growth, including the ability to
redeem their shares, as well as the option to vote against the Reorganization.
THE TRUSTEES OF MENTOR FUNDS RECOMMEND
THAT THE SHAREHOLDERS OF MENTOR INCOME AND GROWTH APPROVE
THE PROPOSED REORGANIZATION.
The Trustees of Evergreen Trust also concluded at a meeting on June 18,
1999 that the proposed Reorganization would be in the best interests of
shareholders of Evergreen Capital Balanced and that the interests of the
shareholders of Evergreen Capital Balanced would not be diluted as a result of
the transactions contemplated by the Reorganization. Subsequent to the
Conversions of Mentor Balanced and Mentor Income and Growth into series of
Evergreen Trust, which is scheduled to occur on or about October 15, 1999, the
Trustees of Evergreen Trust will review the proposed Reorganization to determine
whether the proposed Reorganization remains in the best interests of the
shareholders of Evergreen Capital Balanced and Evergreen Capital Income and
Growth and that the interests of the shareholders will not be diluted as a
result of the transactions contemplated by the Reorganization.
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<PAGE>
Agreement and Plan of Reorganization
The following summary is qualified in its entirety by reference to the
Reorganization Plan (Exhibit D hereto).
The Reorganization Plan provides that Evergreen Capital Balanced
(formerly Mentor Balanced Portfolio) will acquire all of the assets of Mentor
Income and Growth in exchange for shares of Evergreen Capital Balanced and the
assumption by Evergreen Capital Balanced of the identified liabilities of Mentor
Income and Growth on or about March 11, 2000 or such other date as may be agreed
upon by the parties (the "Closing Date"). Prior to the Closing Date, Mentor
Income and Growth will endeavor to discharge all of its known liabilities and
obligations. Evergreen Capital Balanced will not assume any liabilities or
obligations of Mentor Income and Growth other than those reflected in an
unaudited statement of assets and liabilities of Mentor Income and Growth
prepared as of the close of regular trading on the NYSE, currently 4:00 p.m.
Eastern time, on the business day immediately prior to the Closing Date. The
number of full and fractional shares of each class of Evergreen Capital Balanced
to be received by the shareholders of Mentor Income and Growth will be
determined by multiplying the respective outstanding class of shares of Mentor
Income and Growth by a factor which shall be computed by dividing the net asset
value per share of the respective class of shares of Mentor Income and Growth by
the net asset value per share of the respective class of shares of Evergreen
Capital Balanced. Such computations will take place as of the close of regular
trading on the NYSE on the business day immediately prior to the Closing Date.
The net asset value per share of each class will be determined by dividing
assets, less liabilities, in each case attributable to the respective class, by
the total number of outstanding shares.
State Street Bank and Trust Company, the custodian for Evergreen
Capital Balanced, will compute the value of each Fund's respective portfolio
securities. The method of valuation employed will be consistent with the
procedures set forth in the Supplemented Prospectuses and Statement of
Additional Information of Mentor Balanced, Rule 22c-1 under the 1940 Act, and
with the interpretations of such Rule by the SEC's Division of Investment
Management.
At or prior to the Closing Date, Mentor Income and Growth will have
declared a dividend or dividends and distribution or distributions which,
together with all previous dividends and distributions, shall have the effect of
distributing to the
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Fund's shareholders (in shares of the Fund, or in cash, as the shareholder has
previously elected) all of the Fund's net investment company taxable income for
the taxable period ending on the Closing Date (computed without regard to any
deduction for dividends paid) and all of its net capital gains realized in all
taxable periods ending on the Closing Date (after reductions for any capital
loss carryforward).
As soon after the Closing Date as conveniently practicable, Mentor
Income and Growth will liquidate and distribute pro rata to shareholders of
record as of the close of business on the Closing Date the full and fractional
shares of Evergreen Capital Balanced received by Mentor Income and Growth. Such
liquidation and distribution will be accomplished by the establishment of
accounts in the names of the Fund's shareholders on Evergreen Capital Balanced's
share records. Each account will represent the respective pro rata number of
full and fractional shares of Evergreen Capital Balanced due to the Fund's
shareholders. All issued and outstanding shares of Mentor Income and Growth,
including those represented by certificates, will be canceled. The shares of
Evergreen Capital Balanced to be issued will have no preemptive or conversion
rights. After these distributions and the winding up of its affairs, Mentor
Income and Growth will be terminated.
The consummation of the Reorganization is subject to the conditions set
forth in the Reorganization Plan, including approval by Mentor Income and
Growth's shareholders and the determination by the Trustees of Evergreen Trust,
subsequent to the meeting of Mentor Income and Growth's shareholders, that the
Reorganization remains in the best interests of the shareholders of both Funds,
and the interests of each Fund's shareholders will not be diluted as a result of
the transactions contemplated by the Reorganization, accuracy of various
representations and warranties and receipt of opinions of counsel, including
opinions with respect to those matters referred to in "Federal Income Tax
Consequences" below. Notwithstanding approval of Mentor Income and Growth's
shareholders, the Reorganization Plan may be terminated (a) by the mutual
agreement of Mentor Income and Growth and Evergreen Capital Balanced; or (b) at
or prior to the Closing Date by either party (i) because of a breach by the
other party of any representation, warranty, or agreement contained therein to
be performed at or prior to the Closing Date if not cured within 30 days, or
(ii) because a condition to the obligation of the terminating party has not been
met and it reasonably appears that it cannot be met.
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The expenses of the Funds in connection with the Conversion and the
Reorganization (including the cost of any proxy soliciting agent) will be borne
equally by the Funds whether or not the Conversion and the Reorganization are
consummated. It is expected that the cost of retaining Shareholders
Communication Corporation to assist in the proxy solicitation process will not
exceed $ ____.
If the Conversion and/or the Reorganization is not approved by the
shareholders of Mentor Income and Growth or Mentor Balanced, the Board of
Trustees of Mentor Funds or Evergreen Trust, as the case may be, will consider
other possible courses of action in the best interests of shareholders.
Federal Income Tax Consequences
The Reorganization is intended to qualify for federal income tax
purposes as a tax-free reorganization under section 368(a) of the Code. As a
condition to the closing of the Reorganization, Mentor Income and Growth will
receive an opinion of Sullivan & Worcester LLP to the effect that, on the basis
of the existing provisions of the Code, U.S. Treasury regulations issued
thereunder, current administrative rules, pronouncements and court decisions,
for federal income tax purposes, upon consummation of the Reorganization:
(1) The transfer of all of the assets of Mentor Income and Growth
solely in exchange for shares of Evergreen Capital Balanced and the assumption
by Evergreen Capital Balanced of the identified liabilities, followed by the
distribution of Evergreen Capital Balanced's shares by Mentor Income and Growth
in dissolution and liquidation of Mentor Income and Growth, will constitute a
"reorganization" within the meaning of section 368(a)(1)(C) of the Code, and
Evergreen Capital Balanced and Mentor Income and Growth will each be a "party to
a reorganization" within the meaning of section 368(b) of the Code;
(2) No gain or loss will be recognized by Mentor Income and Growth on
the transfer of all of its assets to Evergreen Capital Balanced solely in
exchange for Evergreen Capital Balanced's shares and the assumption by Evergreen
Capital Balanced of the identified liabilities of Mentor Income and Growth or
upon the distribution of Evergreen Capital Balanced's shares to Mentor Income
and Growth's shareholders in exchange for their shares of Mentor Income and
Growth;
(3) The tax basis of the assets transferred will be the same to
Evergreen Capital Balanced as the tax basis of such assets to Mentor Income and
Growth immediately prior to the Reorganization, and the holding period of such
assets in the
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hands of Evergreen Capital Balanced will include the period during which the
assets were held by Mentor Income and Growth;
(4) No gain or loss will be recognized by Evergreen Capital Balanced
upon the receipt of the assets from Mentor Income and Growth solely in exchange
for the shares of Evergreen Capital Balanced and the assumption by Evergreen
Capital Balanced of the identified liabilities of Mentor Income and Growth;
(5) No gain or loss will be recognized by Mentor Income and Growth's
shareholders upon the issuance of the shares of Evergreen Capital Balanced to
them, provided they receive solely such shares (including fractional shares) in
exchange for their shares of Mentor Income and Growth; and
(6) The aggregate tax basis of the shares of Evergreen Capital
Balanced, including any fractional shares, received by each of the shareholders
of Mentor Income and Growth pursuant to the Reorganization will be the same as
the aggregate tax basis of the shares of Mentor Income and Growth held by such
shareholder immediately prior to the Reorganization, and the holding period of
the shares of Evergreen Capital Balanced, including fractional shares, received
by each such shareholder will include the period during which the shares of
Mentor Income and Growth exchanged therefor were held by such shareholder
(provided that the shares of Mentor Income and Growth were held as a capital
asset on the date of the Reorganization).
Opinions of counsel are not binding upon the Internal Revenue Service
or the courts. If the Reorganization is consummated but does not qualify as a
tax-free reorganization under the Code, a shareholder of Mentor Income and
Growth would recognize a taxable gain or loss equal to the difference between
his or her tax basis in his or her Fund shares and the fair market value of
Evergreen Capital Balanced shares he or she received. Shareholders of Mentor
Income and Growth should consult their tax advisers regarding the effect, if
any, of the proposed Reorganization in light of their individual circumstances.
Since the foregoing discussion relates only to the federal income tax
consequences of the Reorganization, shareholders of Mentor Income and Growth
should also consult their tax advisers as to the state and local tax
consequences, if any, of the Reorganization.
Pro-forma Capitalization
The following table sets forth the capitalizations of Mentor Balanced
and Mentor Income and Growth as of March 31, 1999, and
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the capitalization of Evergreen Capital Balanced on a pro forma basis as of that
date, giving effect to the proposed acquisition of assets at net asset value.
The pro forma data reflects an exchange ratio of approximately 1.28, 1.28 and
1.30 Class A, Class C and Class Y shares respectively, of Evergreen Capital
Balanced issued for each Class A, Class B and Class Y share, respectively, of
Mentor Income and Growth.
Capitalization of Mentor Income and Growth,
Mentor Balanced and Evergreen Capital Balanced
(Pro Forma)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Evergreen Capital
Mentor Income Mentor Balanced (After
and Growth Balanced Reorganization)
------------- ------------- ----------
Net Assets
Class A........................ $118,695,506 $114,360,319 $233,055,825
Class B........................ $152,648,937 $226,733,302 0
Class C........................ N/A N/A $379,382,239
Class Y........................ $ 1,142 $ 199,945 $ 201,087
------------ ----------- ------------
Total Net $271,345,585 $341,293,566 $612,639,151
Assets . . .
Net Asset Value Per
Share
Class A........................ $19.42 $15.17 $15.17
Class B........................ $19.40 $15.16 $ 0
Class C........................ N/A 0 $15.16
Class Y........................ $19.69 $15.16 $15.16
Shares Outstanding
Class A........................ 6,112,024 7,538,584 15,362,940
Class B........................ 7,869,390 14,958,738 0
Class C........................ N/A 0 25,029,063
Class Y........................ 58 13,189 13,264
----------- --------- ----------
All Classes.................... 13,981,472 22,510,511 40,405,267
</TABLE>
The table set forth above should not be relied upon to reflect the
number of shares to be received in the Reorganization; the actual number of
shares to be received will depend upon the net asset value and number of shares
outstanding of each Fund at the time of the Reorganization.
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Shareholder Information
As of August 17, 1999 (the "Record Date"), the following number of each
Class of shares of beneficial interest of Mentor Income and Growth was
outstanding:
Class of Shares
- ---------------
Class A.................................................
Class B.................................................
Class Y.................................................
All Classes............................................. ------------
As of June 30, 1999, the officers and Trustees of Mentor Funds
beneficially owned as a group less than 1% of the outstanding shares of Mentor
Income and Growth. To Mentor Funds' knowledge, the following persons owned
beneficially or of record more than 5% of Mentor Income and Growth's total
outstanding shares as of June 30, 1999:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Percentage of
Percentage of Shares of
Shares of Class After
Class Before Reorgani-
Reorgani- zation
Name and Address Class No. of Shares zation ---------
- ---------------- ----- ------------- ---------
Daniel J. Ludeman Y 57.687 100% 0.57%
5105 Stratford Cres
Richmond, VA 23226
</TABLE>
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The following discussion is based upon and qualified in its entirety by
the descriptions of the respective investment objectives, policies and
restrictions set forth in Mentor Balanced's Supplemented Prospectus, Mentor
Income and Growth's Prospectus and the Funds' Prospectuses and Statement of
Additional Information. The investment objectives, policies and restrictions of
each Fund can be found in the Prospectuses under the caption "Investment
Objectives and Policies." The Supplemented Prospectuses for Mentor Balanced also
offer
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additional funds advised by Mentor or its affiliates. These additional funds are
not involved in the Reorganization, their investment objectives and policies are
not discussed in this Prospectus/Proxy Statement, and their shares are not
offered hereby. If approved by shareholders, the investment objective of the
Funds will be non-fundamental and can be changed by the Board of Trustees
without shareholder approval.
The investment objective of Mentor Balanced is to seek capital growth
and current income. The Fund invests in a diversified portfolio of equity and
fixed income securities which Mentor believes will produce both capital growth
and current income. The Fund may invest in almost any type of security. The
Fund's securities will include some securities selected primarily to provide for
growth in value, others selected for current income, and others for stability of
principal.
Mentor will adjust the proportions of the Fund's assets invested in the
different types of securities in response to changing market conditions. For
example, under certain market conditions, Mentor may judge that most of the
Fund's assets should be invested in equity securities, and that only a
relatively small portion of the Fund's assets should be invested in fixed-income
securities. At other times, Mentor may invest most of the Fund's assets in fixed
income securities, with a corresponding reduction in the portion of the Fund's
assets invested in equity securities. Under normal circumstances, the Fund will
invest at least 25% of its assets in fixed income securities and 25% of its
assets in equity securities.
The Fund will invest in debt securities and preferred stocks of
investment grade, and the Fund will seek under normal market conditions to
maintain a portfolio of such securities with a dollar-weighted average rating of
A or better. A security will be considered to be of "investment grade" if, at
the time of investment by the Fund, it is rated at least Baa3 by Moody's
Investors Service, Inc. ("Moody's") or BBB- by Standard & Poor's Ratings
Services ("S&P") or the equivalent by another nationally recognized rating
organization or, if unrated, determined by Mentor to be of comparable quality.
Securities rated Baa or BBB lack outstanding investment characteristics and have
speculative characteristics and are subject to greater credit and market risks
than higher-rated securities.
At times Mentor may decide that conditions in the securities
markets make pursuing the Fund's basic investment strategy
inconsistent with the best interests of its shareholders. At
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such times, Mentor may temporarily use alternative investment strategies
primarily designed to reduce fluctuations in the value of the Fund's assets. In
implementing these "defensive" strategies, the Fund would be permitted to hold
all or any portion of its assets in high quality fixed income securities, cash
or money market instruments.
Mentor Balanced may invest in collateralized mortgage obligations
("CMOs"). CMOs are debt obligations or pass-through certificates collateralized
by mortgage loans or mortgage pass-through securities. Typically, CMOs are
collateralized by certificates issued by the Government National Mortgage
Association, the Federal National Mortgage Association, or the Federal Home Loan
Mortgage Corporation, but they also may be collateralized by whole loans or
private pass-through certificates. CMOs may be issued by agencies or
instrumentalities of the U.S. Government, or by private originators of, or
investors in, mortgage loans.
In a CMO, a series of bonds or certificates is generally issued in
multiple classes. Each class of CMOs is issued at a specific fixed or floating
rate coupon and has a stated maturity or final distribution date. Principal
prepayments on the mortgage assets may cause the CMOs to be retired
substantially earlier than their stated maturities or final distribution dates.
Interest is paid or accrues on most classes of the CMOs on a monthly, quarterly,
or semi-annual basis. The principal of and interest on the mortgage assets may
be allocated among the several classes of a series of a CMO in innumerable ways.
In a CMO, payments of principal, including any principal prepayments, on the
mortgage assets are applied to the classes of the series in a pre-determined
sequence.
The investment objective of Mentor Income and Growth Fund is to provide
a conservative combination of income and growth of capital consistent with
capital protection. The Fund invests in a diversified portfolio of equity
securities of companies exhibiting sound fundamental characteristics and in
investment- grade fixed-income securities and U.S. Government securities.
Mentor will manage the allocation of assets among asset classes based
upon its analysis of economic conditions, relative fundamental values and the
attractiveness of each asset class, and expected future returns of each asset
class. The Fund will normally have some portion of its assets invested in each
asset class at all times but may invest without limit in any asset class.
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The Fund may invest in a wide variety of equity securities, such as
common stocks and preferred stocks, as well as debt securities convertible into
equity securities or that are accompanied by warrants or other equity
securities. In selecting equity investments, Mentor will attempt to identify
securities it believes are conservatively valued. Within the equity asset class,
the Fund seeks to achieve long-term appreciation of capital and a moderate
income level by selecting investments in out-of-favor companies with sound
fundamentals. These decisions are based primarily on Mentor's fundamental
research and security valuations.
Within the fixed income asset class, Mentor seeks to invest in a
portfolio that provides as high a level of current income as is consistent with
prudent investment risk. The Fund may invest in debt securities of any maturity,
preferred stocks, and other fixed-income instruments, including, for example,
U.S. Government securities, corporate debt securities (including zero-coupon
securities) and debt securities issued by foreign governments and by companies
located outside the United States. The Fund will only invest in debt securities
which are rated at the time of purchase Baa or better by Moody's or BBB or
better by S&P or which, if unrated, are deemed by Mentor to be of comparable
quality.
The Fund may invest up to 10% of its assets in securities secured by
real estate or interests therein or issued by companies which invest in real
estate or interests in real estate. The Fund will limit its investment in real
estate investment trusts to 10% of its total assets. Such investments may
involve many of the risks of direct investment in real estate, such as declines
in the value of real estate, risks related to general and local economic
conditions, and adverse changes in interest rates. Other risks associated with
real estate investment trusts include lack of diversification, borrower default,
and voluntary liquidation.
Unlike Mentor Income and Growth, Mentor Balanced has no specific
limitation on investing in securities secured by real estate, including CMOs
described above.
After the Reorganization, Evergreen Capital Balanced may dispose of a
portion of the securities received from Mentor Income and Growth in the ordinary
course of business. This may result in additional transaction costs (and/or
capital gains) to shareholders of Evergreen Capital Balanced.
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The characteristics of each investment policy and the associated risks
are described in the Supplemented Prospectuses of Mentor Balanced, the
Prospectus of Mentor Income and Growth and the Funds' Statement of Additional
Information. The Funds have other investment policies and restrictions which are
also set forth in such Prospectuses and Statement of Additional Information of
each Fund.
ADDITIONAL INFORMATION
Mentor Balanced. Information concerning the operation and management of
Mentor Balanced is incorporated herein by reference from the Supplemented
Prospectuses dated December 15, 1998, copies of which are enclosed, and the
Statement of Additional Information of the same date. A copy of such Statement
of Additional Information is available upon request and without charge by
writing to Mentor Funds at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling toll-free 1-800-645-7816.
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<PAGE>
Mentor Income and Growth. Information about the Fund is included in its
current Prospectuses dated December 15, 1998 and in the Statement of Additional
Information of the same date, that have been filed with the SEC, all of which
are incorporated herein by reference. Copies of the Prospectuses and Statement
of Additional Information are available upon request and without charge by
writing to Mentor Funds at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling toll-free 1-800-645-7816.
Mentor Balanced and Mentor Income and Growth are each subject to the
informational requirements of the 1934 Act and the 1940 Act, and in accordance
therewith file reports and other information including proxy material, and
charter documents with the SEC. These items can be inspected and copies obtained
at the Public Reference Facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located at
Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661-2511
and Seven World Trade Center, Suite 1300, New York, New York 10048.
The SEC maintains a Web site (http://www.sec.gov) that contains the
Funds' Statement of Additional Information and other material incorporated by
reference herein together with other information regarding Mentor Balanced and
Mentor Income and Growth.
FINANCIAL STATEMENTS AND EXPERTS
The Annual Report of Mentor Balanced and Mentor Income and Growth as of
September 30, 1998 and the financial statements and financial highlights for the
periods indicated therein, have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters concerning the issuance of shares of Evergreen
Capital Balanced will be passed upon by Sullivan & Worcester LLP, Washington,
D.C.
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<PAGE>
PART IV
VOTING INFORMATION CONCERNING THE MEETING
This Prospectus/Proxy Statement is furnished in connection with a
solicitation of proxies by the Trustees of Mentor Funds, to be used at the
Special Meeting of Shareholders to be held at 2:00 p.m., October 15, 1999, at
the offices of the Mentor Funds, 901 East Byrd Street, Richmond, Virginia 23219,
and at any adjournments thereof. This Prospectus/Proxy Statement, along with a
Notice of the Meeting and a proxy card, is first being mailed to shareholders of
Mentor Income and Growth on or about August 27, 1999. Only shareholders of
record as of the close of business on the Record Date will be entitled to notice
of, and to vote at, the Meeting or any adjournment thereof. The holders of fifty
percent (50%) of the total number of outstanding shares entitled to vote at the
Meeting present in person or represented by proxy will constitute a quorum for
the Meeting.
If the enclosed form of proxy is properly executed and returned in time
to be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted FOR the proposed Conversion, FOR the
reclassification of the Fund's investment objective from fundamental to
non-fundamental, FOR the adoption of standardized fundamental investment
restrictions, FOR the proposed Reorganization and FOR any other matters deemed
appropriate. Proxies that reflect abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote or (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum, but will not have the effect
of being counted as votes against either the Conversion Plan or the
Reorganization Plan, which must be approved by a majority of the votes cast and
entitled to vote. However, such abstentions and "broker non-votes" will have the
effect of being counted as votes against the reclassification of the Fund's
investment objective from fundamental to non- fundamental and the adoption of
standardized fundamental investment restrictions, which must be approved by a
certain percentage of the Fund's outstanding voting securities as described
below. A proxy may be revoked at any time on or before the Meeting by written
notice to the Secretary of Mentor Funds at
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<PAGE>
the address set forth on the cover of this Prospectus/Proxy Statement. Unless
revoked, all valid proxies will be voted in accordance with the specifications
thereon or, in the absence of such specifications, FOR approval of the
Conversion Plan, FOR approval of the reclassification of the Fund's investment
objective from fundamental to non-fundamental, FOR adoption of standardized
fundamental investment restrictions, and FOR approval of the Reorganization Plan
and the Reorganization contemplated thereby.
Approval of the Conversion Plan and the Reorganization Plan will
require the affirmative vote of a majority of the votes cast and entitled to
vote, with all classes voting together as a single class at the Meeting at which
a quorum of the Fund's shares is present. Each full share outstanding is
entitled to one vote and each fractional share outstanding is entitled to a
proportionate share of one vote.
Pursuant to the 1940 Act, the affirmative vote of the holders of a
majority of the outstanding voting securities of the Fund is required to approve
the reclassification of the Fund's investment objective from fundamental to
non-fundamental (proposal 2) and the adoption of standardized fundamental
investment restrictions (proposals 3A to 3I). Under the 1940 Act, the
affirmative vote of a "majority of the outstanding voting securities" of the
Fund is defined as the lesser of (a) 67% or more of the voting securities of the
Fund present or represented by proxy at the Meeting, if the holders of more than
50% of the outstanding voting securities of the Fund are present or represented
by proxy, or (b) more than 50% of the outstanding voting securities of the Fund.
Proxy solicitations will be made primarily by mail, but proxy
solicitations may also be made by telephone, e-mail or personal solicitations
conducted by officers and employees of Mentor or FUNB, their affiliates or other
representatives of Mentor Income and Growth (who will not be paid for their
solicitation activities). Shareholder Communications Corporation and its agents
have been engaged by Mentor Income and Growth to assist in soliciting proxies.
If you wish to participate in the Meeting, you may submit the proxy card
included with this Prospectus/Proxy Statement, vote by fax, vote by telephone or
Internet or attend in person. Any proxy given by you is revocable.
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In the event that sufficient votes to approve the Conversion and the
Reorganization are not received by October 15, 1999, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Meeting for a
period of not more than 60 days in the aggregate, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any such adjournment will require an affirmative vote of a plurality of the
votes cast on the question in person or by proxy at the session of the Meeting
to be adjourned. The persons named as proxies will vote upon such adjournment
after consideration of all circumstances which may bear upon a decision to
adjourn the Meeting.
A shareholder who objects to the proposed Conversion or Reorganization
will not be entitled under either Delaware or Massachusetts law or the
Declaration of Trust of Evergreen Trust or Mentor Funds to demand payment for,
or an appraisal of, his or her shares. However, shareholders should be aware
that the Conversion and the Reorganization as proposed are not expected to
result in recognition of gain or loss to shareholders for federal income tax
purposes and that, if the Conversion and the Reorganization are consummated,
shareholders will be free to redeem the shares of Evergreen Capital Balanced
which they receive in the transaction at their then-current net asset value. In
addition, shares of Mentor Income and Growth may be redeemed at any time prior
to the consummation of the Conversion or the Reorganization. Shareholders of
Mentor Income and Growth may wish to consult their tax advisers as to any
differing consequences of redeeming Fund shares prior to the Conversion or the
Reorganization or exchanging such shares in the Conversion or the
Reorganization.
Mentor Income and Growth does not hold annual shareholder meetings. If
the Conversion or the Reorganization is not approved, shareholders wishing to
submit proposals for consideration for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to the
Secretary of Mentor Funds at the address set forth on the cover of this
Prospectus/Proxy Statement such that they will be received by the Fund in a
reasonable period of time prior to any such meeting.
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The votes of the shareholders of Mentor Balanced and Evergreen Capital
Balanced are not being solicited by this Prospectus/Proxy Statement and are not
required to carry out the Reorganization.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES.
Please advise Mentor Income and Growth whether other persons are beneficial
owners of shares for which proxies are being solicited and, if so, the number of
copies of this Prospectus/Proxy Statement needed to supply copies to the
beneficial owners of the respective shares.
OTHER BUSINESS
The Trustees of Mentor Funds do not intend to present any other
business at the Meeting. If, however, any other matters are properly brought
before the Meeting, the persons named in the accompanying form of proxy will
vote thereon in accordance with their judgment.
THE TRUSTEES OF MENTOR FUNDS RECOMMEND APPROVAL OF THE CONVERSION PLAN,
THE RECLASSIFICATION OF THE FUND'S INVESTMENT OBJECTIVE FROM FUNDAMENTAL TO
NON-FUNDAMENTAL, THE ADOPTION OF STANDARDIZED FUNDAMENTAL INVESTMENT
RESTRICTIONS, AND THE APPROVAL OF THE REORGANIZATION PLAN AND ANY UNMARKED
PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF THESE
PROPOSALS.
August 27, 1999
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EXHIBIT A
AGREEMENT AND PLAN OF CONVERSION AND TERMINATION
AGREEMENT AND PLAN OF CONVERSION AND TERMINATION dated _____________,
1999 (the "Agreement"), between Mentor Funds, a Massachusetts business trust
having its principal office at 901 East Byrd Street, Richmond, Virginia 23219
(the "Original Trust") on behalf of its Mentor Income and Growth Portfolio (the
"Original Fund"), one of the Original Trust's series portfolios, and Evergreen
Equity Trust, a Delaware business trust having its principal office at 200
Berkeley Street, Boston, Massachusetts 02116 (the "Successor Trust") on behalf
of its Evergreen Capital Income and Growth Fund (the "Successor Fund"), one of
the Successor Trust's series portfolios.
WHEREAS, the Board of Trustees of the Original Trust and the Board of
Trustees of the Successor Trust have respectively determined that it is in the
best interests of the Original Fund and the Successor Fund, respectively, that
the assets of the Original Fund be acquired by the Successor Fund pursuant to
this Agreement and in accordance with, respectively, the applicable laws of the
Commonwealth of Massachusetts and the State of Delaware; and
WHEREAS, the parties desire to enter into a plan of exchange which
would constitute a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"):
NOW THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
1. PLAN OF EXCHANGE.
(a) Subject to the terms and conditions set forth herein, on
the Exchange Date (as defined herein), the Original Fund shall assign, transfer
and convey the assets, including all securities and cash held by the Original
Fund (subject to the liabilities of the Original Fund) to the Successor Fund and
the Successor Fund shall acquire all of the assets of the Original Fund (subject
to the liabilities of the Original Fund) in exchange for full and fractional
shares of beneficial interest of the Successor Fund, $.001 par value per share
(the "Successor Fund Shares"), to be issued by the Successor Trust on behalf of
the Successor Fund, having, in the case of the Successor Fund, an
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aggregate net asset value equal to the value of the net assets of the Original
Fund acquired. The value of the assets of the Original Fund and the net asset
value per share of the Fund Shares of the Successor Fund shall be determined as
of the Valuation Date (as defined herein) in accordance with the procedures for
determining the value of the Original Fund's assets set forth in the Successor
Fund's Declaration of Trust and the then-current prospectus and statement of
additional information for the Successor Fund that forms a part of the Successor
Fund's Registration Statement on Form N-1A (the "Registration Statement"). In
lieu of delivering certificates for the Fund Shares, the Successor Trust shall
credit the Fund Shares to the Original Fund's account on the share record books
of the Successor Trust and shall deliver a confirmation thereof to the Original
Fund. The Original Fund shall then deliver written instructions to the Successor
Trust's transfer agent to establish accounts for the shareholders on the share
record books relating to the Original Fund. Holders of Class A shares, Class B
shares and Class Y shares of the Original Fund shall receive in the transaction
described above, Class A shares, Class C shares and Class Y shares,
respectively, of the Successor Fund. Fund Shares of each such class shall have
the same aggregate net asset value as the aggregate net asset value of the
corresponding class of the Original Fund.
(b) Delivery of the assets of the Original Fund shall be made not later
than the next business day following the Valuation Date (the "Exchange Date").
Assets transferred shall be delivered to State Street Bank and Trust Company,
the Successor Trust's custodian (the "Custodian"), for the account of the
Successor Trust and the Successor Fund, with all securities not in bearer or
book entry form duly endorsed, or accompanied by duly executed separate
assignments or stock powers, in proper form for transfer, with signatures
guaranteed, and with all necessary stock transfer stamps, sufficient to transfer
good and marketable title thereto (including all accrued interest and dividends
and rights pertaining thereto) to the Custodian for the account of the Successor
Trust and the Successor Fund free and clear of all liens, encumbrances, rights,
restrictions and claims. All cash delivered shall be in the form of immediately
available funds payable to the order of the Custodian for the account of the
Successor Trust and the Successor Fund. All assets delivered to the Custodian as
provided herein shall be allocated by the Successor Trust to the Successor Fund.
(c) The Original Fund will pay or cause to be paid to the Successor
Trust any interest received on or after the Exchange Date with respect to assets
transferred from the Original Fund to
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the Successor Fund hereunder and to the Successor Trust any distributions,
rights or other assets received by the Original Fund after the Exchange Date as
distributions on or with respect to the securities transferred from the Original
Fund to the Successor Fund hereunder and the Successor Trust shall allocate any
such distributions, rights or other assets to the Successor Fund. All such
assets shall be deemed included in assets transferred to the Successor Fund on
the Exchange Date and shall not be separately valued.
(d) The Valuation Date shall be October 15, 1999, or such earlier or
later date as may be mutually agreed upon by the parties.
(e) As soon as practicable after the Exchange Date, the Original Fund
shall distribute all of the Successor Fund Shares received by it among the
shareholders of the Original Fund in proportion to the number of shares each
such shareholder holds in the Original Fund and, upon the effecting of such a
distribution on behalf of the Fund, the Original Fund will dissolve and
terminate. After the Exchange Date, the Original Fund shall not conduct any
business except in connection with its dissolution and termination.
2. THE ORIGINAL TRUST'S REPRESENTATIONS AND WARRANTIES.
The Original Trust represents and warrants to and agrees with the
Successor Trust as follows:
(a) The Original Trust is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts and has power to own all of its properties and assets and, subject
to the approval of its shareholders as contemplated hereby, to carry out this
Agreement on behalf of the Original Fund.
(b) The Original Trust is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end management investment
company, and such registration has not been revoked or rescinded and is in full
force and effect.
(c) On the Exchange Date, the Original Trust will have full right,
power and authority to sell, assign, transfer and deliver the assets to be
transferred by it hereunder.
(d) The current prospectuses and statement of additional information of
the Original Fund conform in all material respects to the applicable
requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the
1940 Act and the rules and
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regulations of the Securities and Exchange Commission (the "Commission")
thereunder and do not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
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(e) The Original Fund is not, and the execution, delivery, and
performance of this Agreement (subject to shareholder approval) will not result,
in violation of any provision of the Original Trust's Declaration of Trust or
By-Laws or of any material agreement, indenture, instrument, contract, lease, or
other undertaking to which the Original Trust or the Original Fund is a party or
by which it is bound.
(f) Except as otherwise disclosed in writing to and accepted by the
Successor Fund, no litigation, administrative proceeding, or investigation of or
before any court or governmental body is presently pending or to its knowledge
threatened against the Original Trust or the Original Fund or any of their
properties or assets, which, if adversely determined, would materially and
adversely affect their financial condition, the conduct of their business, or
the ability of the Original Trust or the Original Fund to carry out the
transactions contemplated by this Agreement. The Original Trust and the Original
Fund know of no facts that might form the basis for the institution of such
proceedings and are not parties to or subject to the provisions of any order,
decree, or judgment of any court or governmental body that materially and
adversely affects their business or their ability to consummate the transactions
herein contemplated.
(g) The unaudited semi-annual financial statements of the Original Fund
at March 31, 1999 are in accordance with generally accepted accounting
principles consistently applied, and such statements (copies of which have been
furnished to the Successor Fund) fairly reflect the financial condition of the
Original Fund as of such date, and there are no known contingent liabilities of
the Original Fund as of such date not disclosed therein.
(h) Since March 31, 1999 there has not been any material adverse change
in the Original Fund's financial condition, assets, liabilities, or business
other than changes occurring in the ordinary course of business, or any
incurrence by the Original Fund of indebtedness maturing more than one year from
the date such indebtedness was incurred, except as otherwise disclosed to and
accepted by the Successor Trust. For the purposes of this subparagraph (h), a
decline in the net asset value of the Original Fund shall not constitute a
material adverse change.
(i) At the Exchange Date, all federal and other tax returns and reports
of the Original Fund required by law to have been filed by such dates shall have
been filed, and all federal and
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other taxes shown due on said returns and reports shall have been paid, or
provision shall have been made for the payment thereof. To the best of the
Original Trust's knowledge, no such return is currently under audit, and no
assessment has been asserted with respect to such returns.
(j) For each fiscal year of its operation, the Original Fund has met
the requirements of Subchapter M of the Code for qualification and treatment as
a regulated investment company and has distributed in each such year all net
investment income and realized capital gains required to so qualify.
(k) All issued and outstanding shares of the Original Fund are, and at
the Exchange Date will be, duly and validly issued and outstanding, fully paid
and non-assessable by the Original Fund. All of the issued and outstanding
shares of the Original Fund will, at the time of the Exchange Date, be held by
the persons and in the amounts set forth in the records of the transfer agent.
The Original Fund does not have outstanding any options, warrants, or other
rights to subscribe for or purchase any of the Original Fund shares, nor is
there outstanding any security convertible into any of the Original Fund shares.
(l) At the Exchange Date, the Original Trust will have good and
marketable title to the Original Fund's assets to be transferred to the
Successor Fund pursuant to Section 1 and full right, power, and authority to
sell, assign, transfer, and deliver such assets hereunder, and, upon delivery
and payment for such assets, the Successor Trust will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act, other
than as disclosed to the Successor Trust and accepted by the Successor Trust.
(m) The execution, delivery, and performance of this Agreement have
been duly authorized by all necessary action on the part of the Original Fund
and, subject to the approval of the shareholders of the Original Fund, this
Agreement constitutes a valid and binding obligation of the Original Trust on
behalf of the Original Fund, enforceable in accordance with its terms, subject
as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and
other laws relating to or affecting creditors' rights and to general equity
principles.
(n) The information furnished by the Original Fund for use in no-action
letters, applications for orders, registration statements, proxy materials, and
other documents that may be necessary in connection with the transactions
contemplated hereby
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is accurate and complete in all material respects and complies in all material
respects with federal securities and other laws and regulations thereunder
applicable thereto.
3. THE SUCCESSOR TRUST'S REPRESENTATIONS AND WARRANTIES.
The Successor Trust represents and warrants to and agrees with
the Original Trust as follows:
(a) The Successor Trust is a business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
power to carry on its business as it is now being conducted and to carry out
this Agreement on behalf of the Successor Fund.
(b) The Successor Trust is registered as an open-end management
investment company and adopts the Registration Statement of the Original Trust
and the Original Fund, for purposes of the 1933 Act.
(c) At the Exchange Date, the Fund Shares to be issued to the Original
Fund will have been duly authorized and, when issued and delivered pursuant to
this Agreement, will be legally and validly issued and will be fully paid and
non-assessable by the Successor Trust. No Successor Trust or Successor Fund
shareholder will have any preemptive right of subscription or purchase in
respect thereof.
(d) The current prospectuses and statement of additional information of
the Successor Fund conform in all material respects to the applicable
requirements of the 1933 Act and the 1940 Act and the rules and regulations of
the Commission thereunder and do not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(e) The Successor Fund is not, and the execution, delivery and
performance of this Agreement will not result, in violation of the Successor
Trust's Declaration of Trust or By-Laws or of any material agreement, indenture,
instrument, contract, lease, or other undertaking to which the Successor Trust
is a party or by which it is bound.
(f) Except as otherwise disclosed in writing to the Original Trust and
accepted by the Original Trust, no litigation, administrative proceeding or
investigation of or before any court or governmental body is presently pending
or to its knowledge threatened against the Successor Trust or any of its
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properties or assets, which, if adversely determined, would materially and
adversely affect its financial condition and the conduct of its business or the
ability of the Successor Trust to carry out the transactions contemplated by
this Agreement. The Successor Trust knows of no facts that might form the basis
for the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree, or judgment of any court or governmental body
that materially and adversely affects its business or its ability to consummate
the transactions contemplated herein.
(g) Successor Fund has no known liabilities of a material amount,
contingent or otherwise.
(h) At the Exchange Date there has not been any material adverse change
in the Successor Fund's financial condition, assets, liabilities, or business
other than changes occurring in the ordinary course of business, or any
incurrence by the Successor Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Original Trust. For the purposes of this subparagraph (h), a
decline in the net asset value of the Successor Fund shall not constitute a
material adverse change.
(i) At the Exchange Date, all federal and other tax returns and reports
of the Successor Fund required by law then to be filed by such date shall have
been filed, and all federal and other taxes shown due on said returns and
reports shall have been paid or provision shall have been made for the payment
thereof. To the best of the Successor Trust's knowledge, no such return is
currently under audit, and no assessment has been asserted with respect to such
returns.
(j) For each fiscal year of its operation, the Successor Fund has met
the requirements of Subchapter M of the Code for qualification and treatment as
a regulated investment company and has distributed in each such year all net
investment income and realized capital gains required to so qualify.
(k) All issued and outstanding Successor Fund Shares are, and at the
Exchange Date will be, duly and validly issued and outstanding, fully paid and
non-assessable. The Successor Fund does not have outstanding any options,
warrants, or other rights to subscribe for or purchase any Successor Fund
Shares, nor is there outstanding any security convertible into any Successor
Fund Shares.
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(l) The execution, delivery, and performance of this Agreement have
been duly authorized by all necessary action on the part of the Successor Trust,
and this Agreement constitutes a valid and binding obligation of the Successor
Trust enforceable in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium, and other laws relating to
or affecting creditors' rights and to general equity principles.
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<PAGE>
(m) The Successor Fund Shares to be issued and delivered to the
Original Fund, for the account of the Original Trust shareholders, pursuant to
the terms of this Agreement will, at the Exchange Date, have been duly
authorized and, when so issued and delivered, will be duly and validly issued
Successor Fund Shares, and will be fully paid and non-assessable.
(n) The information furnished by the Successor Trust for use in
no-action letters, applications for orders, registration statements, proxy
materials, and other documents that may be necessary in connection with the
transactions contemplated hereby is accurate and complete in all material
respects and complies in all material respects with federal securities and other
laws and regulations applicable thereto.
4. THE SUCCESSOR TRUST'S CONDITIONS PRECEDENT. The obligations
of the Successor Trust hereunder shall be subject to the following conditions:
(a) The Original Trust shall have furnished to the Successor Trust a
statement of the Original Fund's assets, including a list of securities owned by
the Original Fund with their respective tax costs and values determined as
provided in Section 1 hereof, all as of the Exchange Date.
(b) As of the Exchange Date, all representations and warranties of the
Original Trust on behalf of the Original Fund made in this Agreement shall be
true and correct as if made at and as of such date, and the Original Trust on
behalf of the Original Fund shall have complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to such date.
(c) For the Original Trust, a vote approving this Agreement and the
transactions and exchange contemplated hereby shall have been duly adopted by
the shareholders of the Original Fund.
(d) The Successor Trust shall have received on the Exchange Date an
opinion of Ropes & Gray, counsel to the Original Trust, dated as of the Exchange
Date, in a form satisfactory to the Successor Trust covering the following
points:
(i) The Original Fund is a separate investment series of a
Massachusetts business trust duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts and has the power
to own all of its properties and assets and to carry on its business as
presently conducted.
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A-79
<PAGE>
(ii) The Original Fund is a separate investment series of a
Massachusetts business trust registered as an investment company under the 1940
Act, and, to such counsel's knowledge, such registration with the Commission as
an investment company under the 1940 Act is in full force and effect.
(iii) This Agreement has been duly authorized, executed and
delivered by the Original Trust and, assuming due authorization, execution, and
delivery of this Agreement by the Successor Trust, is a valid and binding
obligation of the Original Fund enforceable against the Original Trust in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.
(iv) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority of the United
States or the Commonwealth of Massachusetts is required for consummation by the
Original Trust of the transactions contemplated herein, except such as have been
obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended
(the "1934 Act") and the 1940 Act, and as may be required under state securities
laws.
(v) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of the Original Trust's Declaration of Trust or By-laws, or any
provision of any material agreement, indenture, instrument, contract, lease or
other undertaking (in each case known to such counsel) to which the Original
Trust is a party or by which it or any of its properties may be bound or, to the
knowledge of such counsel, result in the acceleration of any obligation or the
imposition of any penalty, under any agreement, judgment, or decree to which the
Original Trust is a party or by which it is bound.
(vi) Only insofar as they relate to the Original Trust, the
descriptions in the proxy materials of statutes, legal and government
proceedings and material contracts, if any, are accurate and fairly present the
information required to be shown.
(vii) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to the Original Trust or
the Original Fund or any of their respective properties or assets and the
Original Trust and the
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Original Fund are neither parties to nor subject to the provisions of any order,
decree or judgment of any court or governmental body, which materially and
adversely affects their business other than as previously disclosed in the proxy
materials.
(viii) Assuming that a consideration therefor of not less than
the net asset value thereof has been paid, and assuming that such shares were
issued in accordance with the terms of the Original Fund's registration
statement, or any amendment thereto, in effect at the time of such issuance, all
issued and outstanding shares of the Original Fund are legally issued and fully
paid and non-assessable.
Such opinion shall contain such other assumptions and limitations as shall be in
the opinion of Ropes & Gray appropriate to render the opinions expressed
therein.
5. THE ORIGINAL TRUST'S CONDITIONS PRECEDENT. The obligations of the
Original Trust hereunder shall be subject to the following conditions: (a) that
as of the Exchange Date all representations and warranties of the Successor
Trust made in the Agreement shall be true and correct as if made at and as of
such date, and that the Successor Trust shall have complied with all of the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to such date.
(b) The Original Trust shall have received on the Exchange Date an
opinion from Sullivan & Worcester LLP, counsel to the Successor Trust, dated as
of the Exchange Date, in a form reasonably satisfactory to the Original Trust,
covering the following points:
(i) The Successor Fund is a separate investment series of a
Delaware business trust duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the power to own all of its
properties and assets and to carry on its business as presently conducted.
(ii) The Successor Fund is a separate investment series of a
Delaware business trust registered as an investment company under the 1940 Act,
and, to such counsel's knowledge, such registration with the Commission as an
investment company under the 1940 Act is in full force and effect.
(iii) This Agreement has been duly authorized, executed, and
delivered by the Successor Trust and, assuming due authorization, execution and
delivery of this Agreement by the
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Original Trust, is a valid and binding obligation of the Successor Fund
enforceable against the Successor Trust in accordance with its terms, subject as
to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors' rights generally and to general equity
principles.
(iv) The Successor Fund Shares to be issued and delivered to
the Original Trust on behalf of the Original Fund Shareholders as provided by
this Agreement are duly authorized and upon such delivery will be legally issued
and outstanding and fully paid and non-assessable, and no shareholder of the
Successor Fund has any preemptive rights in respect thereof.
(v) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority of the United
States or the State of Delaware is required for consummation by the Successor
Trust of the transactions contemplated herein, except such as have been obtained
under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under
state securities laws.
(vi) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of the Successor Trust's Declaration of Trust or By-Laws or any
provision of any material agreement, indenture, instrument, contract, lease or
other undertaking (in each case known to such counsel) to which the Successor
Trust is a party or by which it or any of its properties may be bound or to the
knowledge of such counsel, result in the acceleration of any obligation or the
imposition of any penalty, under any agreement, judgment, or decree to which the
Successor Trust is a party or by which it is bound.
(vii) Only insofar as they relate to the Successor Trust, the
descriptions in the proxy materials of statutes, legal and governmental
proceedings and material contracts, if any, are accurate and fairly present the
information required to be shown.
(viii) Such counsel does not know of any legal or governmental
proceedings, only insofar as they relate to the Successor Trust and the
Successor Fund, existing on or before the effective date of the proxy materials
or the Exchange Date required to be described in the proxy materials which are
not described or filed as required.
(ix) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court
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or governmental body is presently pending or threatened as to the Successor
Trust or any of its properties or assets and the Successor Trust is not a party
to or subject to the provisions of any order, decree or judgment of any court or
governmental body, which materially and adversely affects its business, other
than as previously disclosed in the proxy materials.
Such opinion shall contain such assumptions and limitations as shall be in the
opinion of Sullivan & Worcester LLP appropriate to render the opinions expressed
therein.
6. THE SUCCESSOR TRUST'S AND THE ORIGINAL TRUST'S CONDITIONS PRECEDENT.
The obligations of both the Successor Trust and the Original Trust hereunder as
to the Successor Fund and the Original Fund respectively, shall be subject to
the following conditions:
(a) The receipt of such authority, including "no-action" letters and
orders from the Commission or state securities commissions, as may be necessary
to permit the parties to carry out the transaction contemplated by this
Agreement shall have been received.
(b) The Successor Trust's adoption of the Registration Statement on
Form N-1A under the 1933 Act shall have become effective, and any post-effective
amendments to such Registration Statement as are determined by the Trustees of
the Successor Trust to be necessary and appropriate shall have been filed with
the Commission and shall have become effective.
(c) The Commission shall not have issued an unfavorable advisory report
under Section 25(b) of the 1940 Act nor instituted nor threatened to institute
any proceeding seeking to enjoin consummation of the reorganization transactions
contemplated hereby under Section 25(c) of the 1940 Act and no other action,
suit or other proceeding shall be threatened or pending before any court or
governmental agency which seeks to restrain or prohibit, or obtain damages or
other relief in connection with, this Agreement or the transactions contemplated
herein.
(d) All required consents of other parties and all other consents,
orders, and permits of federal, state and local regulatory authorities
(including those of the Commission and of state Blue Sky securities authorities,
including any necessary "no-action" positions of and exemptive orders from such
federal and state authorities) to permit consummation of the transactions
contemplated hereby shall have been obtained, except where
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failure to obtain any such consent, order, or permit would not involve a risk of
a material adverse effect on the assets or properties of the Successor Fund or
the Original Fund, provided that either party hereto may for itself waive any of
such conditions.
(e) The parties shall have received a favorable opinion of Sullivan &
Worcester LLP addressed to the Successor Trust and the Original Trust
substantially to the effect that for federal income tax purposes:
(i) The transfer of all of the Original Fund assets in
exchange for the Successor Fund Shares and the assumption by the Successor Fund
of all the liabilities of the Original Fund followed by the distribution of the
Successor Fund Shares to the Original Fund shareholders in dissolution and
liquidation of the Original Fund will constitute a "reorganization" within the
meaning of Section 368(a)(1)(C) of the Code and the Successor Trust and the
Original Trust will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.
(ii) No gain or loss will be recognized by the Successor Fund
upon the receipt of the assets of the Original Fund solely in exchange for the
Successor Fund Shares and the assumption by the Successor Fund of the
liabilities of the Original Fund.
(iii) No gain or loss will be recognized by the Original Fund
upon the transfer of the Original Fund assets to the Successor Fund in exchange
for the Successor Fund Shares and the assumption by the Successor Fund of the
liabilities of the Original Fund or upon the distribution (whether actual or
constructive) of the Successor Fund Shares to Original Fund shareholders in
exchange for their shares of the Original Fund.
(iv) No gain or loss will be recognized by the Original Fund
Shareholders upon the exchange of their Original Fund shares for the Successor
Fund Shares in liquidation of the Original Fund.
(v) The aggregate tax basis for the Successor Fund Shares
received by each Original Fund shareholder pursuant to the transactions
contemplated by this Agreement will be the same as the aggregate tax basis of
the Original Fund shares held by such shareholder immediately prior to the
transactions contemplated by this Agreement, and the holding period of the
Successor Fund Shares to be received by each Original Fund Shareholder will
include the period during which the Original Fund shares
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exchanged therefor were held by such shareholder (provided the Original Fund
shares were held as capital assets on the date of the transactions contemplated
by this Agreement).
(vi) The tax basis of the Original Fund assets acquired by the
Successor Fund will be the same as the tax basis of such assets to the Original
Fund immediately prior to the transactions contemplated by this Agreement, and
the holding period of the assets of the Original Fund in the hands of the
Successor Fund will include the period during which those assets were held by
the Original Fund.
Notwithstanding anything herein to the contrary, neither the Successor
Fund nor the Original Fund may waive the conditions set forth in this Section 6.
7. INDEMNIFICATION. The Successor Trust hereby agrees with the Original
Trust and each Trustee of the Original Trust: (i) to indemnify each Trustee of
the Original Trust against all liabilities and expenses referred to in the
indemnification provisions of the Original Trust's organizational documents, to
the extent provided therein, incurred by any Trustee of the Original Trust; and
(ii) in addition to the indemnification provided in (i) above, to indemnify each
Trustee of the Original Trust against all liabilities and expenses and pay the
same as they arise and become due, without any exception, limitation or
requirement of approval by any person, and without any right to require
repayment thereof by any such Trustee (unless such Trustee has had the same
repaid to him or her) based upon any subsequent or final disposition or findings
made in connection therewith or otherwise, if such action, suit or other
proceeding involves such Trustee's participation in authorizing or permitting or
acquiescing in, directly or indirectly, by action or inaction, the making of any
distribution in any manner of all or any assets of the Original Fund without
making provision for the payment of any liabilities of any kind, fixed or
contingent, of the Original Fund, which liabilities were not actually and
consciously personally known to such Trustee to exist at the time of such
Trustee's participation in so authorizing or permitting or acquiescing in the
making of any such distribution.
8. TERMINATION OF AGREEMENT. As to the Original Fund and the Successor
Fund, this Agreement and the transactions contemplated hereby may be terminated
and abandoned by resolution of the Board of Trustees of the Original Trust or
the Board of Trustees of the Successor Trust, at any time prior to the Exchange
Date (and notwithstanding any vote of the shareholders of the Original Fund) if
circumstances should develop that, in
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the opinion of either the Board of Trustees of the Original Trust or the Board
of Trustees of the Successor Trust, make proceeding with this Agreement
inadvisable.
As to the Original Fund and the Successor Fund, if this Agreement is
terminated and the exchange contemplated hereby is abandoned pursuant to the
provisions of this Section 8, this Agreement shall become void and have no
effect, without any liability on the part of any party hereto or the Trustees,
officers or shareholders of the Successor Trust or the Trustees, officers or
shareholders of the Original Trust, in respect of this Agreement.
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9. WAIVER AND AMENDMENTS. At any time prior to the Exchange Date, any
of the conditions set forth in Section 4 may be waived by the Board of Trustees
of the Successor Trust, and any of the conditions set forth in Section 5 may be
waived by the Board of Trustees of the Original Trust, if, in the judgment of
the waiving party, such waiver will not have a material adverse effect on the
benefits intended under this Agreement to the shareholders of the Original Fund
or the shareholders of the Successor Fund, as the case may be. In addition,
prior to the Exchange Date, any provision of this Agreement may be amended or
modified by the Board of Trustees of the Original Trust and the Board of
Trustees of the Successor Trust in such manner as may be mutually agreed upon in
writing by such Trustees if such amendment or modification would not have a
material adverse effect upon the benefits intended under this Agreement and
would be consistent with the best interests of shareholders.
10. NO SURVIVAL OF REPRESENTATIONS. None of the representations
and warranties included or provided for herein shall survive consummation of
the transactions contemplated hereby.
11. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to
principles of conflict of laws; provided, however, that the due authorization,
execution and delivery of this Agreement, in the case of the Original Trust,
shall be governed and construed in accordance with the laws of the Commonwealth
of Massachusetts without giving effect to principles of conflict of laws.
12. CAPACITY OF TRUSTEES, ETC. With respect to both the Original Trust
and the Successor Trust, the names used herein refer respectively to the Trust
created and, as the case may be, the Trustees, as trustees but not individually
or personally, acting from time to time under organizational documents filed in
Massachusetts in the case of the Original Trust and Delaware, in the case of the
Successor Trust, which are hereby referred to and are also on file at the
principal offices of the Original Trust or, as the case may be, the Successor
Trust. The obligations of the Original Trust or of the Successor Trust entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents of the Original Trust or the Successor Trust, as the case may be, are
made not individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders or representatives of the Original Trust or, as the
case may be, the Successor Trust personally, but bind only the trust property,
and
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all persons dealing with any Original Fund of the Original Trust or any
Successor Fund of the Successor Trust must look solely to the trust property
belonging to such Original Fund or, as the case may be, Successor Fund for the
enforcement of any claims against the Original Fund or, as the case may be,
Successor Fund.
13. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, the Original Trust and the Successor Trust have
caused this Agreement and Plan of Conversion and Termination to be executed as
of the date above first written.
MENTOR FUNDS on behalf of
Mentor Income and Growth
Portfolio
ATTEST:_______________________ By:__________________________
Title:
EVERGREEN EQUITY TRUST
on behalf of Evergreen
Capital Income and Growth Fund
ATTEST:_______________________ By:__________________________
Title:
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EXHIBIT B
MANAGEMENT OF EVERGREEN TRUST
Evergreen Trust is supervised by a Board of Trustees that is responsible for
representing the interests of the shareholders. The Trustees meet periodically
throughout the year to oversee the Successor Fund's activities, reviewing, among
other things, each Successor Fund's performance and its contractual arrangements
with various service providers. Each Trustee is paid a fee for his or her
services.
Evergreen Trust has an Executive Committee which consists of the
Chairman of the Board, James Howell, and Messrs. Scofield and Salton, each of
whom is an Independent Trustee. The executive Committee recommends Trustees to
fill vacancies, prepares the agenda for Board meetings and acts on routine
matters between scheduled Board meetings.
Set forth below are the Trustees and officers of Evergreen Trust and
their principal occupations and affiliations over the last five years. Unless
otherwise indicated, the address for each Trustee and officer is 200 Berkeley
Street, Boston, Massachusetts 02116. Each Trustee is also a Trustee of each of
the other Trusts in the Evergreen Fund complex.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Position Principal Occupations for Last
with Trust Five Years
Laurence B. Ashkin Trustee Real estate developer and
(DOB: 2/2/28) construction consultant; and
President of Centrum Equities
and Centrum Properties, Inc.
Charles A. Austin Trustee Investment Counselor to Appleton
III partners, Inc.; former Director,
(DOB: 10/23/34) Executive Vice President and
Treasurer, State Street Research
& Management Company (investment
advice); Director, The Andover
Companies (Insurance); and
Trustee, Arthritis Foundation of
New England
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<PAGE>
K. Dun Gifford Trustee Trustee, Treasurer and Chairman
(DOB: 10/12/38) of the Finance Committee,
Cambridge
College;
Chairman
Emeritus and
Director,
American
Institute of
Food and Wine;
Chairman and
President,
Oldways
Preservation
and Exchange
Trust
(education);
former Chairman
of the Board,
Director, and
Executive Vice
President, The
London Harness
Company; former
Managing
Partner,
Roscommon
Capital Corp.;
former Chief
Executive
Officer,
Gifford Gifts
of Fine Foods;
former
Chairman,
Gifford,
Drescher &
Associates
(environmental
consulting)
James S. Howell Chairman of Former Chairman of the
(DOB: 8/13/24) the Board of Distribution Foundation for the
Trustees Carolinas; and former Vice
President of Lance Inc. (food
manufacturing).
Leroy Keith, Jr. Trustee Chairman of the Board and Chief
(DOB: 2/14/39) Executive Officer, Carson
Products
Company;
Director of
Phoenix Total
Return Fund and
Equifax, Inc.;
Trustee of
Phoenix Series
Fund, Phoenix
Multi-Portfolio
Fund, and The
Phoenix Big
Edge Series
Fund; and
former
President,
Morehouse
College.
Gerald M. McDonnell Trustee Sales Representative with Nucor-
(DOB: 7/14/39) Yamoto, Inc. (steel producer).
Thomas L. McVerry Trustee Former Vice President and
(DOB: 8/2/39) Director of Rexham Corporation
(manufacturing); and former
Director of Carolina Cooperative
Federal Credit Union.
William Walt Pettit Trustee Partner in the law firm of
(DOB: 8/26/55) William Walt Pettit, P.A.
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David M. Richardson Trustee Vice Chair and former Executive
(DOB: 9/14/41) Vice President, DHR
International, Inc. (executive
recruitment); former Senior Vice
President, Boyden International
Inc. (executive recruitment);
and Director, Commerce and
Industry Association of New
Jersey, 411 International, Inc.,
and J&M Cumming Paper Co.
Russell A. Salton, Trustee Medical Director, U.S. Health
III, MD Care/Aetna Health Services;
(DOB: 6/2/47) former Managed Health Care
Consultant; and former
president, Primary Physician
Care.
Michael S. Scofield Trustee Attorney, Law Offices of Michael
(DOB: 2/20/43) S. Scofield.
Richard J. Shima Trustee Former Chairman, Environmental
(DOB: 8/11/39) Warranty, Inc. (insurance
agency);
Executive
Consultant,
Drake Beam
Morin, Inc.
(executive
outplacement);
Director of
Connecticut
Natural Gas
Corporation-Hartford
Hospital, Old
State House
Association,
Middlesex
Mutual
Assurance
Company, and
Enhance
Financial
Services, Inc.;
Chairman, Board
of Trustees,
Hartford
Graduate
Center;
Trustee,
Greater
Hartford YMCA;
former
Director, Vice
Chairman and
Chief
Investment
Officer, The
Travelers
Corporation;
former Trustee,
Kingswood-Oxford
School; and
former Managing
Director and
Consultant,
Russell Miller,
Inc.
Anthony J. Fischer* President Vice President/Client Services,
(DOB: 2/10/59) and BISYS Fund Services.
Treasurer
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Nimish S. Bhatt** Vice Assistant Vice President,
(DOB: 6/6/63) President EAMC/First Union Bank; former
and Senior Tax Consulting/Acting
Assistant Manager, Investment Companies
Treasurer Group, PricewaterhouseCoopers
LLP, New York.
Bryan Haft** Vice Team Leader, Fund
(DOB: 1/23/65 President Administration, BISYS Fund
Services
Michael H. Koonce Secretary Senior Vice President and
(DOB: 4/20/60) Assistant General Counsel, First
Union Corporation; former Senior
Vice President and General
Counsel, Colonial Management
Association, Inc.
</TABLE>
*Address: BISYS Fund Services, 90 Park Avenue, New York,
New York 10016
**Address: BISYS, 3435 Stelzer Road, Columbus, Ohio 43219-8001
Trustee Compensation
Listed below is the Trustee compensation paid by Evergreen Trust and
the other trusts in the Evergreen Fund Complex for the twelve months ended March
31, 1999. The Trustees do not receive pension or retirement benefits from the
Funds.
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Aggregate Total Compensation
Compensation from the Trust and
Trustee from the Trust Fund Complex Paid to
Trustees*
Laurence B. Ashkin $22,911 $75,000
Charles A. Austin, III $22,911 $75,000
K. Dun Gifford $22,141 $72,500
James S. Howell $29,532 $97,500
Leroy Keith, Jr. $22,141 $72,500
Gerald M. McDonnell $22,911 $75,000
Thomas L. McVerry $26,295 $86,000
William Walt Pettit $22,141 $72,500
David M. Richardson $22,928 $71,875
Russell A. Salton, III $23,378 $77,500
MD
Michael S. Scofield $23,378 $77,500
Richard J. Shima $22,141 $72,500
</TABLE>
*Certain Trustees have elected to defer all or part of their total compensation
for the twelve months ended March 31, 1999. The amounts listed below will be
payable in later years to the respective Trustees:
Austin $11,250
Howell $77,600
McDonnell $75,000
McVerry $86,000
Pettit $72,500
Salton $77,000
Scofield $11,250
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EXHIBIT C
MENTOR FUNDS
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS
"S": Fundamental Restriction to be Standardized
"R": Fundamental Restriction to be Reclassified as Non-
Fundamental
<TABLE>
<CAPTION>
<S> <C> <C>
Topic MENTOR INCOME AND GROWTH PORTFOLIO
1. Diversification With respect to 75% of the value of
(S) its respective total assets, the
Portfolio will not purchase
securities issued by any one issuer
(other than cash or securities issued
or guaranteed by the government of
the United States or its agencies or
instrumentalities and repurchase
agreements collateralized by such
securities), if as a result more than
5% of the value of its total assets
would be invested in the securities
of that issuer. The Portfolio will
not acquire more than 10% of the
outstanding voting securities of any
one issuer.
2. Concentration The Portfolio will not invest 25% or
(S) more of the value of its respective
total assets in any one industry
(other than securities issued by the
U.S. Government, its agencies or
instrumentalities.)
3. Issuing Senior The Portfolio will not issue senior
Securities securities. (See "Borrowing.")
(S)
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Topic MENTOR INCOME AND GROWTH PORTFOLIO
4. Borrowing The Portfolio may borrow money
(Including Reverse directly or through reverse
Repurchase repurchase agreements in amounts of
Agreements) up to one-third of the value of its
(S) net assets, including the amount
borrowed. The Portfolio will not
borrow money or engage in
reverse repurchase agreements
for investment leverage, but
rather as a temporary,
extraordinary, or emergency
measure or to facilitate
management of the Portfolio by
enabling it to meet redemption
requests when the liquidation
of portfolio securities is
deemed to be inconvenient or
disadvantageous. The Portfolio
will not purchase any
securities while any
borrowings in excess of 5% of
its total assets are
outstanding. Notwithstanding
this restriction, the
Portfolio may enter into
when-issued and delayed
delivery transactions.
5. Underwriting The Portfolio will not underwrite any
Securities of Other issue of securities, except as the
Issuers Portfolio may be deemed to be an
(S) underwriter under the Securities Act
of 1933 in connection with the
sale of securities in
accordance with its investment
objective, policies, and
limitations.
6. Real Estate The Portfolio may not purchase or
(S) sell real estate, including limited
partnership interest, except
to the extent the securities
the Portfolio may invest in
are considered to be interests
in real estate, although the
Portfolio may invest in
securities of issuers whose
business involves the purchase
or sale of real estate or in
securities which are secured
by real estate or interests in
real estate.
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Topic MENTOR INCOME AND GROWTH PORTFOLIO
7. Commodities The Portfolio will invest in
(S) commodities, except to the extent
that the Portfolio may engage in
transactions involving futures
contracts or options on futures
contracts.
8. Loans to Others The Portfolio will not lend any of
(S) its respective assets except
portfolio securities up to
one-third of the value of
total assets. This shall not
prevent the Portfolio from
purchasing or holding U.S.
government obligations, money
market instruments, variable
amount demand master notes,
bonds, debentures, notes,
certificates of indebtedness,
or other debt securities,
entering into repurchase
agreements, or engaging in
other transactions where
permitted by the Portfolio's
investment objective, policies
and limitations or Declaration
of Trust.
9. Short Sales The Portfolio will not sell any
(R) securities short or purchase any
securities on margin, but may
obtain such short-term credits
as are necessary for clearance
of purchases and sales of
securities. The deposit or
payment by the Portfolio of
initial or variation margin in
connection with futures
contracts or related options
transactions is not considered
the purchase of a security on
margin.
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Topic MENTOR INCOME AND GROWTH PORTFOLIO
10. Margin Purchases The Portfolio will not mortgage,
(R) pledge, or hypothecate any assets,
except to secure permitted
borrowings. In these cases the
Portfolio may pledge assets having a
value of 10% of assets taken at cost.
For purposes of this restriction, (a)
the deposit of assets in escrow in
connection with the writing of
covered put or call options and the
purchase of securities on a when-
issued basis; and (b) collateral
arrangements with respect to (i) the
purchase and sale of stock options
(and options on stock indexes) and
(ii) initial or variation margin for
futures contracts, will not be deemed
to be pledges of a Portfolio's
assets. Margin deposits for the
purchase and sale of futures
contracts and related options are not
deemed to be a pledge.
</TABLE>
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EXHIBIT D
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this __th day of ________, 1999, by and between Evergreen Equity Trust, a
Delaware business trust, with its principal place of business at 200 Berkeley
Street, Boston, Massachusetts 02116 (the "Trust"), with respect to its Evergreen
Capital Balanced Fund series (the "Acquiring Fund"), and the Trust, with respect
to its Evergreen Capital Income and Growth Fund series (the "Selling Fund"). For
purposes of this Agreement, the Selling Fund shall be deemed to include, as
applicable, the Selling Fund's predecessor, Mentor Income and Growth Portfolio,
a series of Mentor Funds ("Mentor Income and Growth").
This Agreement is intended to be, and is adopted as, a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(C) of the
United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of (i) the transfer of all of
the assets of the Selling Fund in exchange solely for Class A, Class C and Class
Y shares of beneficial interest, $.001 par value per share, of the Acquiring
Fund (the "Acquiring Fund Shares"); (ii) the assumption by the Acquiring Fund of
the identified liabilities of the Selling Fund; and (iii) the distribution,
after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to
the shareholders of the Selling Fund in liquidation of the Selling Fund as
provided herein, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, pursuant to an Agreement and Plan of Conversion and
Termination approved by the shareholders of Mentor Income and Growth, on October
__, 1999 Mentor Income and Growth was
reorganized as a series of the Trust.
WHEREAS, the Selling Fund and the Acquiring Fund are each a separate
investment series of an open-end, registered investment company of the
management type and the Selling Fund owns securities that generally are assets
of the character in which the Acquiring Fund is permitted to invest;
WHEREAS, both Funds are authorized to issue their shares of
beneficial interest;
WHEREAS, the Trustees of the Trust have determined that the
exchange of all of the assets of the Selling Fund for Acquiring
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Fund Shares and the assumption of the identified liabilities of the Selling Fund
by the Acquiring Fund on the terms and conditions hereinafter set forth are in
the best interests of the Acquiring Fund's shareholders;
WHEREAS, the Trustees of the Trust have determined that the Selling
Fund should exchange all of its assets and the identified liabilities for
Acquiring Fund Shares and that the interests of the existing shareholders of the
Selling Fund will not be diluted as a result of the transactions contemplated
herein;
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
ARTICLE I
TRANSFER OF ASSETS OF THE SELLING FUND IN EXCHANGE FOR
THE ACQUIRING FUND SHARES AND ASSUMPTION OF SELLING FUND
LIABILITIES AND LIQUIDATION OF THE SELLING FUND
1.1 THE EXCHANGE. Subject to the terms and conditions herein set forth
and on the basis of the representations and warranties contained herein, the
Selling Fund agrees to transfer all of the Selling Fund's assets as set forth in
paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange
therefor (i) to deliver to the Selling Fund the number of Acquiring Fund Shares,
including fractional Acquiring Fund Shares, computed in the manner and as of the
time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume the
identified liabilities of the Selling Fund, as set forth in paragraph 1.3. Such
transactions shall take place on the Closing Date provided for in paragraph 3.1.
1.2 ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be
acquired by the Acquiring Fund shall consist of all property, including, without
limitation, all cash, securities, commodities, interests in futures and
dividends or interest receivables, that is owned by the Selling Fund and any
deferred or prepaid expenses shown as an asset on the books of the Selling Fund
on the Closing Date.
The Selling Fund has provided the Acquiring Fund with its most recent
audited financial statements, which contain a list of all of Selling Fund's
assets as of the date thereof. The Selling Fund hereby represents that as of the
date of the execution of this Agreement there have been no changes in its
financial position as reflected in said financial statements other than
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those occurring in the ordinary course of its business in connection with the
purchase and sale of securities and the payment of its normal operating
expenses. The Selling Fund reserves the right to sell any of such securities,
but will not, without the prior written approval of the Acquiring Fund, acquire
any additional securities other than securities of the type in which the
Acquiring Fund is permitted to invest.
The Acquiring Fund will, within a reasonable time prior to the Closing
Date, furnish the Selling Fund with a list of the securities, if any, on the
Selling Fund's list referred to in the second sentence of this paragraph that do
not conform to the Acquiring Fund's investment objectives, policies, and
restrictions. The Selling Fund will, within a reasonable period of time prior to
the Closing Date, furnish the Acquiring Fund with a list of its portfolio
securities and other investments. In the event that the Selling Fund holds any
investments that the Acquiring Fund may not hold, the Selling Fund, if requested
by the Acquiring Fund, will dispose of such securities prior to the Closing
Date. In addition, if it is determined that the Selling Fund and the Acquiring
Fund portfolios, when aggregated, would contain investments exceeding certain
percentage limitations imposed upon the Acquiring Fund with respect to such
investments, the Selling Fund if requested by the Acquiring Fund will dispose of
a sufficient amount of such investments as may be necessary to avoid violating
such limitations as of the Closing Date. Notwithstanding the foregoing, nothing
herein will require the Selling Fund to dispose of any investments or securities
if, in the reasonable judgment of the Selling Fund, such disposition would
adversely affect the tax-free nature of the Reorganization or would violate the
Selling Fund's fiduciary duty to its shareholders.
1.3 LIABILITIES TO BE ASSUMED. The Selling Fund will endeavor to
discharge all of its known liabilities and obligations prior to the Closing
Date. The Acquiring Fund shall assume only those liabilities, expenses, costs,
charges and reserves reflected on a Statement of Assets and Liabilities of the
Selling Fund prepared on behalf of the Selling Fund, as of the Valuation Date
(as defined in paragraph 2.1), in accordance with generally accepted accounting
principles consistently applied from the prior audited period. The Acquiring
Fund shall assume only those liabilities of the Selling Fund reflected in such
Statement of Assets and Liabilities and shall not assume any other liabilities,
whether absolute or contingent, known or unknown, accrued or unaccrued, all of
which shall remain the obligation of the Selling Fund.
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In addition, upon completion of the Reorganization, for purposes of
calculating the maximum amount of sales charges (including asset based sales
charges) permitted to be imposed by the Acquiring Fund under the National
Association of Securities Dealers, Inc. Conduct Rule 2830 ("Aggregate NASD
Cap"), the Acquiring Fund will add to its Aggregate NASD Cap immediately prior
to the Reorganization the Aggregate NASD Cap of the Selling Fund immediately
prior to the Reorganization, in each case calculated in accordance with such
Rule 2830.
1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date
as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund
will liquidate and distribute pro rata to the Selling Fund's shareholders of
record, determined as of the close of business on the Valuation Date (the
"Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling
Fund pursuant to paragraph 1.1; and (b) the Selling Fund will thereupon proceed
to dissolve as set forth in paragraph 1.8 below. Such liquidation and
distribution will be accomplished by the transfer of the Acquiring Fund Shares
then credited to the account of the Selling Fund on the books of the Acquiring
Fund to open accounts on the share records of the Acquiring Fund in the names of
the Selling Fund Shareholders and representing the respective pro rata number of
the Acquiring Fund Shares due such shareholders. All issued and outstanding
shares of the Selling Fund will simultaneously be canceled on the books of the
Selling Fund. The Acquiring Fund shall not issue certificates representing the
Acquiring Fund Shares in connection with such exchange.
1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be
shown on the books of the Acquiring Fund's transfer agent. Shares of the
Acquiring Fund will be issued in the manner described in the Prospectus/Proxy
Statement on Form N-14 which has been distributed to shareholders of the Selling
Fund as described in paragraph 4.1(o).
1.6 TRANSFER TAXES. Any transfer taxes payable upon issuance of the
Acquiring Fund Shares in a name other than the registered holder of the Selling
Fund shares on the books of the Selling Fund as of that time shall, as a
condition of such issuance and transfer, be paid by the person to whom such
Acquiring Fund Shares are to be issued and transferred.
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1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of the
Selling Fund is and shall remain the responsibility of the Selling Fund up to
and including the Closing Date and such later date on which the Selling Fund is
terminated.
1.8 TERMINATION. The Selling Fund shall be terminated promptly
following the Closing Date and the making of all distributions pursuant to
paragraph 1.4.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of the Selling Fund's assets to be
acquired by the Acquiring Fund hereunder shall be the value of such assets
computed as of the close of business on the New York Stock Exchange on the
business day next preceding the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures set
forth in the Trust's Declaration of Trust and the Acquiring Fund's then current
prospectuses and statement of additional information or such other valuation
procedures as shall be mutually agreed upon by the parties.
2.2 VALUATION OF SHARES. The net asset value per share of the Acquiring
Fund Shares shall be the net asset value per share computed as of the close of
business on the New York Stock Exchange on the Valuation Date, using the
valuation procedures set forth in the Trust's Declaration of Trust and the
Acquiring Fund's then current prospectuses and statement of additional
information.
2.3 SHARES TO BE ISSUED. The number of the Acquiring Fund Shares of
each class to be issued (including fractional shares, if any) in exchange for
the Selling Fund's assets shall be determined by multiplying the shares
outstanding of each class of the Selling Fund by the ratio computed by dividing
the net asset value per share of the Selling Fund attributable to each of its
classes by the net asset value per share of the respective classes of the
Acquiring Fund determined in accordance with paragraph 2.2. Holders of Class A,
Class B and Class Y shares of the Selling Fund will receive Class A, Class C and
Class Y shares, respectively, of the Acquiring Fund.
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2.4 DETERMINATION OF VALUE. All computations of value shall be made by
State Street Bank and Trust Company in accordance with its regular practice in
pricing the shares and assets of the Acquiring Fund.
ARTICLE III
CLOSING AND CLOSING DATE
3.1 CLOSING DATE. The closing of the Reorganization (the "Closing")
shall take place on or about March __, 2000 or such other date as the parties
may agree to in writing (the "Closing Date"). All acts taking place at the
Closing shall be deemed to take place simultaneously immediately prior to the
opening of business on the Closing Date unless otherwise provided. The Closing
shall be held as of 9:00 a.m. at the offices of the Evergreen Funds, 200
Berkeley Street, Boston, MA 02116, or at such other time and/or place as the
parties may agree.
3.2 CUSTODIAN'S CERTIFICATE. State Street Bank and Trust Company, as
custodian for the Selling Fund (the "Custodian"), shall deliver at the Closing a
certificate of an authorized officer stating that (a) the Selling Fund's
portfolio securities, cash, and any other assets have been delivered in proper
form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes
including all applicable federal and state stock transfer stamps, if any, have
been paid, or provision for payment have been made, in conjunction with the
delivery of portfolio securities by the Selling Fund.
3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation
Date (a) the New York Stock Exchange or another primary trading market for
portfolio securities of the Acquiring Fund or the Selling Fund shall be closed
to trading or trading thereon shall be restricted; or (b) trading or the
reporting of trading on said Exchange or elsewhere shall be disrupted so that
accurate appraisal of the value of the net assets of the Acquiring Fund or the
Selling Fund is impracticable, the Valuation Date shall be postponed until the
first business day after the day when trading shall have been fully resumed and
reporting shall have been restored.
3.4 TRANSFER AGENT'S CERTIFICATE. Evergreen Service Company, as
transfer agent for the Selling Fund, shall deliver at the Closing a certificate
of an authorized officer stating that its records contain the names and
addresses of the Selling Fund Shareholders and the number and percentage
ownership of outstanding shares owned by each such shareholder immediately
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prior to the Closing. The Acquiring Fund shall issue and deliver or cause
Evergreen Service Company, its transfer agent, to issue and deliver a
confirmation evidencing the Acquiring Fund Shares to be credited on the Closing
Date to the Secretary of the Trust or provide evidence satisfactory to the
Selling Fund that such Acquiring Fund Shares have been credited to the Selling
Fund's account on the books of the Acquiring Fund. At the Closing, each party
shall deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts and other documents as such other party or its
counsel may reasonably request.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE SELLING FUND. The Selling Fund represents
and warrants to the Acquiring Fund as follows:
(a) The Selling Fund is a separate investment series of a
Delaware business trust duly organized, validly existing, and in good standing
under the laws of the State of Delaware.
(b) The Selling Fund is a separate investment series of a
Delaware business trust that is registered as an investment company classified
as a management company of the open-end type, and its registration with the
Securities and Exchange Commission (the "Commission") as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), is in
full force and effect.
(c) The current prospectuses and statement of additional
information of the Selling Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act and the rules and regulations of the Commission
thereunder and do not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
(d) The Selling Fund is not, and the execution, delivery, and
performance of this Agreement (subject to shareholder approval) will not result,
in violation of any provision of the Trust's Declaration of Trust or By-Laws or
of any material agreement, indenture, instrument, contract, lease, or other
undertaking to which the Selling Fund is a party or by which it is bound.
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(e) The Selling Fund has no material contracts or other
commitments (other than this Agreement) that will be terminated with liability
to it prior to the Closing Date, except for liabilities, if any, to be
discharged or reflected in the Statement of Assets and Liabilities as provided
in paragraph 1.3 hereof.
(f) Except as otherwise disclosed in writing to and accepted
by the Acquiring Fund, no litigation, administrative proceeding, or
investigation of or before any court or governmental body is presently pending
or to its knowledge threatened against the Selling Fund or any of its properties
or assets, which, if adversely determined, would materially and adversely affect
its financial condition, the conduct of its business, or the ability of the
Selling Fund to carry out the transactions contemplated by this Agreement. The
Selling Fund knows of no facts that might form the basis for the institution of
such proceedings and is not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that materially and
adversely affects its business or its ability to consummate the transactions
herein contemplated.
(g) The unaudited semi-annual financial statements of the
Selling Fund at March 31, 1999 are in accordance with generally accepted
accounting principles consistently applied, and such statements (copies of which
have been furnished to the Acquiring Fund) fairly reflect the financial
condition of the Selling Fund as of such date, and there are no known contingent
liabilities of the Selling Fund as of such date not disclosed therein.
(h) Since March 31, 1999 there has not been any material
adverse change in the Selling Fund's financial condition, assets, liabilities,
or business other than changes occurring in the ordinary course of business, or
any incurrence by the Selling Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Acquiring Fund. For the purposes of this subparagraph (h), a
decline in the net asset value of the Selling Fund shall not constitute a
material adverse change.
(i) At the Closing Date, all federal and other tax returns and
reports of the Selling Fund required by law to have been filed by such dates
shall have been filed, and all federal and other taxes shown due on said returns
and reports shall have been paid, or provision shall have been made for the
payment thereof. To the best of the Selling Fund's knowledge, no such
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return is currently under audit, and no assessment has been asserted with
respect to such returns.
(j) For each fiscal year of its operation, the Selling Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and has distributed in each such
year all net investment income and realized capital gains.
(k) All issued and outstanding shares of the Selling Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable by the Selling Fund. All of the issued and outstanding
shares of the Selling Fund will, at the time of the Closing Date, be held by the
persons and in the amounts set forth in the records of the transfer agent as
provided in paragraph 3.4. The Selling Fund does not have outstanding any
options, warrants, or other rights to subscribe for or purchase any of the
Selling Fund shares, nor is there outstanding any security convertible into any
of the Selling Fund shares.
(l) At the Closing Date, the Selling Fund will have good and
marketable title to the Selling Fund's assets to be transferred to the Acquiring
Fund pursuant to paragraph 1.2 and full right, power, and authority to sell,
assign, transfer, and deliver such assets hereunder, and, upon delivery and
payment for such assets, the Acquiring Fund will acquire good and marketable
title thereto, subject to no restrictions on the full transfer thereof,
including such restrictions as might arise under the 1933 Act, other than as
disclosed to the Acquiring Fund and accepted by the Acquiring Fund.
(m) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the Selling
Fund including the shareholders of the Selling Fund and this Agreement
constitutes a valid and binding obligation of the Selling Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights and to general equity principles.
(n) The information furnished by the Selling Fund for use in
no-action letters, applications for orders, registration statements, proxy
materials, and other documents that may be necessary in connection with the
transactions contemplated hereby is accurate and complete in all material
respects and complies in all material respects with federal securities and other
laws and regulations thereunder applicable thereto.
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(o) The Selling Fund has provided the Acquiring Fund with
information reasonably necessary for the preparation of a prospectus, which
included the proxy statement of the Selling Fund (the "Prospectus/Proxy
Statement"), all of which was included in a Registration Statement on Form N-14
of the Acquiring Fund (the "Registration Statement"), in compliance with the
1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act") and
the 1940 Act in connection with the meeting of the shareholders of the Selling
Fund to approve this Agreement and the transactions contemplated hereby. The
Prospectus/Proxy Statement included in the Registration Statement (other than
information therein that relates to the Acquiring Fund) does not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading.
4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring
Fund represents and warrants to the Selling Fund as follows:
(a) The Acquiring Fund is a separate investment series of a
Delaware business trust duly organized, validly existing and in good standing
under the laws of the State of Delaware.
(b) The Acquiring Fund is a separate investment series of a
Delaware business trust that is registered as an investment company classified
as a management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act is in full force and
effect.
(c) The current prospectuses and statement of additional
information of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder and do not include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result, in violation of the Trust's
Declaration of Trust or By-Laws or of any material agreement, indenture,
instrument, contract, lease, or other undertaking to which the Acquiring Fund is
a party or by which it is bound.
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(e) Except as otherwise disclosed in writing to the Selling
Fund and accepted by the Selling Fund, no litigation, administrative proceeding
or investigation of or before any court or governmental body is presently
pending or to its knowledge threatened against the Acquiring Fund or any of its
properties or assets, which, if adversely determined, would materially and
adversely affect its financial condition and the conduct of its business or the
ability of the Acquiring Fund to carry out the transactions contemplated by this
Agreement. The Acquiring Fund knows of no facts that might form the basis for
the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree, or judgment of any court or governmental body
that materially and adversely affects its business or its ability to consummate
the transactions contemplated herein.
(f) The unaudited semi-annual financial statements of the
Acquiring Fund at March 31, 1999 are in accordance with generally accepted
accounting principles consistently applied, and such statements (copies of which
have been furnished to the Selling Fund) fairly reflect the financial condition
of the Acquiring Fund as of such date, and there are no known contingent
liabilities of the Acquiring Fund as of such date not disclosed therein.
(g) Since March 31, 1999 there has not been any material
adverse change in the Acquiring Fund's financial condition, assets, liabilities,
or business other than changes occurring in the ordinary course of business, or
any incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Selling Fund. For the purposes of this subparagraph (g), a
decline in the net asset value of the Acquiring Fund shall not constitute a
material adverse change.
(h) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law then to be filed by such dates
shall have been filed, and all federal and other taxes shown due on said returns
and reports shall have been paid or provision shall have been made for the
payment thereof. To the best of the Acquiring Fund's knowledge, no such return
is currently under audit, and no assessment has been asserted with respect to
such returns.
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(i) For each fiscal year of its operation, the Acquiring Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and has distributed in each such
year all net investment income and realized capital gains.
(j) All issued and outstanding Acquiring Fund Shares are, and
at the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable. The Acquiring Fund does not have outstanding any options,
warrants, or other rights to subscribe for or purchase any Acquiring Fund
Shares, nor is there outstanding any security convertible into any Acquiring
Fund Shares.
(k) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the Acquiring
Fund, and this Agreement constitutes a valid and binding obligation of the
Acquiring Fund enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors' rights and to general equity
principles.
(l) The Acquiring Fund Shares to be issued and delivered to
the Selling Fund, for the account of the Selling Fund Shareholders, pursuant to
the terms of this Agreement will, at the Closing Date, have been duly authorized
and, when so issued and delivered, will be duly and validly issued Acquiring
Fund Shares, and will be fully paid and non-assessable.
(m) The information furnished by the Acquiring Fund for use in
no-action letters, applications for orders, registration statements, proxy
materials, and other documents that may be necessary in connection with the
transactions contemplated hereby is accurate and complete in all material
respects and complies in all material respects with federal securities and other
laws and regulations applicable thereto.
(n) The Prospectus/Proxy Statement included in the
Registration Statement (only insofar as it relates to the Acquiring Fund) does
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which such statements were made, not
misleading.
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(o) The Acquiring Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act,
and such of the state Blue Sky or securities laws as it may deem appropriate in
order to continue its operations after the Closing Date.
ARTICLE V
COVENANTS OF THE ACQUIRING FUND AND THE SELLING FUND
5.1 OPERATION IN ORDINARY COURSE. The Acquiring Fund and the Selling
Fund each will operate its business in the ordinary course between the date
hereof and the Closing Date, it being understood that such ordinary course of
business will include customary dividends and distributions.
5.2 INVESTMENT REPRESENTATION. The Selling Fund covenants that the
Acquiring Fund Shares to be issued hereunder are not being acquired for the
purpose of making any distribution thereof other than in accordance with the
terms of this Agreement.
5.3 ADDITIONAL INFORMATION. The Selling Fund will assist the Acquiring
Fund in obtaining such information as the Acquiring Fund reasonably requests
concerning the beneficial ownership of the Selling Fund shares.
5.4 FURTHER ACTION. Subject to the provisions of this Agreement, the
Acquiring Fund and the Selling Fund will each take, or cause to be taken, all
action, and do or cause to be done, all things reasonably necessary, proper or
advisable to consummate and make effective the transactions contemplated by this
Agreement, including any actions required to be taken after the Closing Date.
5.5 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but
in any case within sixty days after the Closing Date, the Selling Fund shall
furnish the Acquiring Fund, in such form as is reasonably satisfactory to the
Acquiring Fund, a statement of the earnings and profits of the Selling Fund for
federal income tax purposes that will be carried over by the Acquiring Fund as a
result of Section 381 of the Code, and which will be reviewed by KPMG LLP and
certified by the Trust's President and Treasurer.
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5.6 CAPITAL LOSS CARRYFORWARDS. As promptly as practicable, but in any
case within sixty days after the Closing Date, the Acquiring Fund and the
Selling Fund shall cause KPMG LLP to issue a letter addressed to the Acquiring
Fund and the Selling Fund, in form and substance satisfactory to the Funds,
setting forth the federal income tax implications relating to capital loss
carryforwards (if any) of the Selling Fund.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND
The obligations of the Selling Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date, and, in addition thereto, the following further
conditions:
6.1 All representations, covenants, and warranties of the Acquiring
Fund contained in this Agreement shall be true and correct as of the date hereof
and as of the Closing Date with the same force and effect as if made on and as
of the Closing Date, and the Acquiring Fund shall have delivered to the Selling
Fund a certificate executed in its name by the Trust's President or Vice
President and its Treasurer or Assistant Treasurer, in form and substance
reasonably satisfactory to the Selling Fund and dated as of the Closing Date, to
such effect and as to such other matters as the Selling Fund shall reasonably
request.
6.2 The Selling Fund shall have received on the Closing Date an opinion
from Sullivan & Worcester LLP, counsel to the Acquiring Fund, dated as of the
Closing Date, in a form reasonably satisfactory to the Selling Fund, covering
the following points:
(a) The Acquiring Fund is a separate investment series of a
Delaware business trust duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the power to own all of its
properties and assets and to carry on its business as presently conducted.
(b) The Acquiring Fund is a separate investment series of a
Delaware business trust registered as an investment company under the 1940 Act,
and, to such counsel's knowledge, such registration with the Commission as an
investment company under the 1940 Act is in full force and effect.
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(c) This Agreement has been duly authorized, executed, and
delivered by the Acquiring Fund and, assuming due authorization, execution and
delivery of this Agreement by the Selling Fund, is a valid and binding
obligation of the Acquiring Fund enforceable against the Acquiring Fund in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights generally and to general equity principles.
(d) Assuming that a consideration therefor not less than the
net asset value thereof has been paid, the Acquiring Fund Shares to be issued
and delivered to the Selling Fund on behalf of the Selling Fund Shareholders as
provided by this Agreement are duly authorized and upon such delivery will be
legally issued and outstanding and fully paid and non-assessable, and no
shareholder of the Acquiring Fund has any preemptive rights in respect thereof.
(e) The Registration Statement, to such counsel's knowledge,
has been declared effective by the Commission and no stop order under the 1933
Act pertaining thereto has been issued, and to the knowledge of such counsel, no
consent, approval, authorization or order of any court or governmental authority
of the United States or the State of Delaware is required for consummation by
the Acquiring Fund of the transactions contemplated herein, except such as have
been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be
required under state securities laws.
(f) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of the Trust's Declaration of Trust or By-Laws or any provision of any
material agreement, indenture, instrument, contract, lease or other undertaking
(in each case known to such counsel) to which the Acquiring Fund is a party or
by which it or any of its properties may be bound or to the knowledge of such
counsel, result in the acceleration of any obligation or the imposition of any
penalty, under any agreement, judgment, or decree to which the Acquiring Fund is
a party or by which it is bound.
(g) Only insofar as they relate to the Acquiring Fund, the
descriptions in the Prospectus/Proxy Statement of statutes, legal and
governmental proceedings and material contracts, if any, are accurate and fairly
present the information required to be shown.
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(h) Such counsel does not know of any legal or governmental
proceedings, only insofar as they relate to the Acquiring Fund, existing on or
before the effective date of the Registration Statement or the Closing Date
required to be described in the Registration Statement or to be filed as
exhibits to the Registration Statement which are not described or filed as
required.
(i) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to the Acquiring Fund or
any of its properties or assets and the Acquiring Fund is not a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body, which materially and adversely affects its business, other
than as previously disclosed in the Registration Statement.
Such opinion shall contain such assumptions and limitations as shall be in the
opinion of Sullivan & Worcester LLP appropriate to render the opinions expressed
therein.
In this paragraph 6.2, references to the Prospectus/Proxy Statement
include and relate to only the text of such Prospectus/Proxy Statement and not
to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by the
Selling Fund of all the obligations to be performed by it hereunder on or before
the Closing Date and, in addition thereto, the following conditions:
7.1 All representations, covenants, and warranties of the Selling Fund
contained in this Agreement shall be true and correct as of the date hereof and
as of the Closing Date with the same force and effect as if made on and as of
the Closing Date, and the Selling Fund shall have delivered to the Acquiring
Fund on the Closing Date a certificate executed in its name by the Trust's
President or Vice President and the Treasurer or Assistant Treasurer, in form
and substance satisfactory to the Acquiring Fund and dated as of the Closing
Date, to such effect and as to such other matters as the Acquiring Fund shall
reasonably request.
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7.2 The Selling Fund shall have delivered to the Acquiring Fund a
statement of the Selling Fund's assets and liabilities, together with a list of
the Selling Fund's portfolio securities showing the tax costs of such securities
by lot and the holding periods of such securities, as of the Closing Date,
certified by the Treasurer of the Trust.
7.3 The Acquiring Fund shall have received on the Closing Date an
opinion of Sullivan & Worcester LLP, counsel to the Selling Fund, in a form
satisfactory to the Acquiring Fund covering the following points:
(a) The Selling Fund is a separate investment series of a
Delaware business trust duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the power to own all of its
properties and assets and to carry on its business as presently conducted.
(b) The Selling Fund is a separate investment series of a
Delaware business trust registered as an investment company under the 1940 Act,
and, to such counsel's knowledge, such registration with the Commission as an
investment company under the 1940 Act is in full force and effect.
(c) This Agreement has been duly authorized, executed and
delivered by the Selling Fund and, assuming due authorization, execution, and
delivery of this Agreement by the Acquiring Fund, is a valid and binding
obligation of the Selling Fund enforceable against the Selling Fund in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.
(d) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority of the United
States or the State of Delaware is required for consummation by the Selling Fund
of the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state
securities laws.
(e) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of the Trust's Declaration of Trust or By-laws, or any provision of
any material agreement, indenture, instrument, contract, lease or other
undertaking (in each case known to such counsel) to which the Selling Fund is a
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party or by which it or any of its properties may be bound or, to the knowledge
of such counsel, result in the acceleration of any obligation or the imposition
of any penalty, under any agreement, judgment, or decree to which the Selling
Fund is a party or by which it is bound.
(f) Only insofar as they relate to the Selling Fund, the
descriptions in the Prospectus/Proxy Statement of statutes, legal and government
proceedings and material contracts, if any, are accurate and fairly present the
information required to be shown.
(g) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to the Selling Fund or
any of its respective properties or assets and the Selling Fund is neither a
party to nor subject to the provisions of any order, decree or judgment of any
court or governmental body, which materially and adversely affects its business
other than as previously disclosed in the Prospectus/Proxy Statement.
(h) Assuming that a consideration therefor of not less than
the net asset value thereof has been paid, and assuming that such shares were
issued in accordance with the terms of the Selling Fund's registration
statement, or any amendment thereto, in effect at the time of such issuance, all
issued and outstanding shares of the Selling Fund are legally issued and fully
paid and non-assessable.
Such opinion shall contain such other assumptions and limitations as shall be in
the opinion of Sullivan & Worcester LLP appropriate to render the opinions
expressed therein.
In this paragraph 7.3, references to the Prospectus/Proxy Statement
include and relate to only the text of such Prospectus/Proxy Statement and not
to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING
FUND AND THE SELLING FUND
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to the Selling Fund or the Acquiring Fund, the other
party to this Agreement shall, at its
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option, not be required to consummate the transactions
contemplated by this Agreement:
8.1 On the Closing Date, the Commission shall not have issued an
unfavorable report under Section 25(b) of the 1940 Act, nor instituted any
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement under Section 25(c) of the 1940 Act and no action, suit or
other proceeding shall be threatened or pending before any court or governmental
agency in which it is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions contemplated
herein.
8.2 All required consents of other parties and all other consents,
orders, and permits of federal, state and local regulatory authorities
(including those of the Commission and of state Blue Sky securities authorities,
including any necessary "no-action" positions of and exemptive orders from such
federal and state authorities) to permit consummation of the transactions
contemplated hereby shall have been obtained, except where failure to obtain any
such consent, order, or permit would not involve a risk of a material adverse
effect on the assets or properties of the Acquiring Fund or the Selling Fund,
provided that either party hereto may for itself waive any of such conditions.
8.3 No stop orders suspending the effectiveness of the Registration
Statement shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the 1933 Act.
8.4 The Selling Fund shall have declared a dividend or dividends which,
together with all previous such dividends, shall have the effect of distributing
to the shareholders of the Selling Fund all of the Selling Fund's net investment
company taxable income for all taxable periods ending on or prior to the Closing
Date (computed without regard to any deduction for dividends paid) and all of
its net capital gains realized in all taxable periods ending on or prior to the
Closing Date (after reduction for any capital loss carryforward).
8.5 The parties shall have received a favorable opinion of Sullivan &
Worcester LLP addressed to the Acquiring Fund and the Selling Fund substantially
to the effect that for federal income tax purposes:
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(a) The transfer of all of the Selling Fund assets in exchange
for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the
identified liabilities of the Selling Fund followed by the distribution of the
Acquiring Fund Shares to the Selling Fund in dissolution and liquidation of the
Selling Fund will constitute a "reorganization" within the meaning of Section
368(a)(1)(C) of the Code and the Acquiring Fund and the Selling Fund will each
be a "party to a reorganization" within the meaning of Section 368(b) of the
Code.
(b) No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Selling Fund solely in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified
liabilities of the Selling Fund.
(c) No gain or loss will be recognized by the Selling Fund
upon the transfer of the Selling Fund assets to the Acquiring Fund in exchange
for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the
identified liabilities of the Selling Fund or upon the distribution (whether
actual or constructive) of the Acquiring Fund Shares to Selling Fund
Shareholders in exchange for their shares of the Selling Fund.
(d) No gain or loss will be recognized by the Selling Fund
Shareholders upon the exchange of their Selling Fund shares for the Acquiring
Fund Shares in liquidation of the Selling Fund.
(e) The aggregate tax basis for the Acquiring Fund Shares
received by each Selling Fund Shareholder pursuant to the Reorganization will be
the same as the aggregate tax basis of the Selling Fund shares held by such
shareholder immediately prior to the Reorganization, and the holding period of
the Acquiring Fund Shares to be received by each Selling Fund Shareholder will
include the period during which the Selling Fund shares exchanged therefor were
held by such shareholder (provided the Selling Fund shares were held as capital
assets on the date of the Reorganization).
(f) The tax basis of the Selling Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the Selling
Fund immediately prior to the Reorganization, and the holding period of the
assets of the Selling Fund in the hands of the Acquiring Fund will include the
period during which those assets were held by the Selling Fund.
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Notwithstanding anything herein to the contrary, neither the Acquiring
Fund nor the Selling Fund may waive the conditions set forth in this paragraph
8.5.
8.6 The Acquiring Fund shall have received from KPMG LLP a letter
addressed to the Acquiring Fund, in form and substance satisfactory to the
Acquiring Fund, to the effect that:
(a) they are independent certified public accountants with
respect to the Selling Fund within the meaning of the 1933 Act and the
applicable published rules and regulations thereunder;
(b) on the basis of limited procedures agreed upon by the
Acquiring Fund and described in such letter (but not an examination in
accordance with generally accepted auditing standards), the Capitalization Table
appearing in the Registration Statement and Prospectus/Proxy Statement has been
obtained from and is consistent with the accounting records of the Selling Fund;
and
(c) on the basis of limited procedures agreed upon by the
Acquiring Fund and described in such letter (but not an examination in
accordance with generally accepted auditing standards), the pro forma financial
statements that are included in the Registration Statement and Prospectus/Proxy
Statement agree to the underlying accounting records of the Acquiring Fund and
the Selling Fund or with written estimates provided by officers of the Trust who
have responsibility for financial and reporting matters, and were found to be
mathematically correct; and
(d) on the basis of limited procedures agreed upon by the
Acquiring Fund and described in such letter (but not an examination in
accordance with generally accepted auditing standards), the data utilized in the
calculations of the pro forma expense ratios appearing in the Registration
Statement and Prospectus/Proxy Statement agree with underlying accounting
records of the Selling Fund or with written estimates by Selling Fund's
management and were found to be mathematically correct.
In addition, unless waived by the Acquiring Fund, the Acquiring Fund
shall have received from KPMG LLP a letter addressed to the Acquiring Fund dated
on the Closing Date, in form and substance satisfactory to the Acquiring Fund,
to the effect that on the basis of limited procedures agreed upon by the
Acquiring Fund (but not an examination in accordance with generally accepted
auditing standards), the net asset value per
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share of the Selling Fund as of the Valuation Date was computed and the
valuation of the portfolio was consistent with the valuation practices of the
Acquiring Fund.
8.7 The Selling Fund shall have received from KPMG LLP a letter
addressed to the Selling Fund, in form and substance satisfactory to the Selling
Fund, to the effect that:
(a) they are independent certified public accountants with
respect to the Acquiring Fund within the meaning of the 1933 Act and the
applicable published rules and regulations thereunder;
(b) they had performed limited procedures agreed upon by the
Selling Fund and described in such letter (but not an examination in accordance
with generally accepted auditing standards) which consisted of a reading of any
unaudited pro forma financial statements included in the Registration Statement
and Prospectus/Proxy Statement, and making inquiries of appropriate officials of
the Trust responsible for financial and accounting matters whether such
unaudited pro forma financial statements comply as to form in all material
respects with the applicable accounting requirements of the 1933 Act and the
published rules and regulations thereunder;
(c) on the basis of limited procedures agreed upon by the
Selling Fund and described in such letter (but not an examination in accordance
with generally accepted auditing standards), the Capitalization Table appearing
in the Registration Statement and Prospectus/Proxy Statement has been obtained
from and is consistent with the accounting records of the Acquiring Fund; and
(d) on the basis of limited procedures agreed upon by the
Selling Fund (but not an examination in accordance with generally accepted
auditing standards), the data utilized in the calculations of the pro forma
expense ratios appearing in the Registration Statement and Prospectus/Proxy
Statement agree with written estimates by each Fund's management and were found
to be mathematically correct.
8.8 The Board of Trustees of the Trust, subsequent to the vote of the
shareholders of Mentor Income and Growth, shall have considered and approved the
Reorganization as in the best interests of both the Selling Fund and the
Acquiring Fund.
ARTICLE IX
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EXPENSES
9.1 Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by the Selling Fund and the
Acquiring Fund, whether incurred before or after the date of this Agreement,
will be borne equally by the Selling Fund and the Acquiring Fund. Such expenses
include, without limitation, (a) expenses incurred in connection with the
entering into and the carrying out of the provisions of this Agreement; (b)
expenses associated with the preparation and filing of the Registration
Statement under the 1933 Act covering the Acquiring Fund Shares to be issued
pursuant to the provisions of this Agreement; (c) registration or qualification
fees and expenses of preparing and filing such forms as are necessary under
applicable state securities laws to qualify the Acquiring Fund Shares to be
issued in connection herewith in each state in which the Selling Fund
Shareholders are resident as of the date of the mailing of the Prospectus/Proxy
Statement to such shareholders; (d) postage; (e) printing; (f) accounting fees;
(g) legal fees; and (h) solicitation costs of the transaction. Notwithstanding
the foregoing, the Acquiring Fund shall pay its own federal and state
registration fees.
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Acquiring Fund and the Selling Fund agree that neither party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
10.2 The representations, warranties, and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall not survive the consummation of the transactions contemplated hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Acquiring Fund and the Selling Fund. In addition, either the Acquiring Fund or
the Selling Fund may at its option terminate this Agreement at or prior to the
Closing Date because:
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(a) of a breach by the other of any representation, warranty,
or agreement contained herein to be performed at or prior to the Closing Date,
if not cured within 30 days; or
(b) a condition herein expressed to be precedent to the
obligations of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
11.2 In the event of any such termination, in the absence of willful
default, there shall be no liability for damages on the part of either the
Acquiring Fund, the Selling Fund, the Trust, its Trustees or officers, to the
other party, but each shall bear the expenses incurred by it incidental to the
preparation and carrying out of this Agreement as provided in paragraph 9.1.
ARTICLE XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
the Selling Fund and the Acquiring Fund; provided, however, that no such
amendment may have the effect of changing the provisions for determining the
number of the Acquiring Fund Shares to be issued to the Selling Fund
Shareholders under this Agreement to the detriment of such Shareholders without
their further approval.
RTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to the conflicts
of laws provisions thereof.
13.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but, except as provided in
this paragraph, no assignment or transfer hereof or of any rights or obligations
hereunder shall
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be made by any party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm, or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.
13.5 It is expressly agreed that the obligations of the Acquiring Fund
and the Selling Fund hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents, or employees of the Trust personally,
but shall bind only the trust property of the Acquiring Fund and of the Selling
Fund, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the Trustees of the Trust on
behalf of the Acquiring Fund and the Selling Fund and signed by authorized
officers of the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officers shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of the Acquiring Fund
and of the Selling Fund as provided in the Declaration of Trust of the Trust.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all
as of the date first written above.
EVERGREEN EQUITY TRUST ON
BEHALF OF EVERGREEN CAPITAL
INCOME AND GROWTH FUND
By:
Name:
Title:
EVERGREEN EQUITY TRUST ON
BEHALF OF EVERGREEN CAPITAL
BALANCED FUND
By:
Name:
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Title:
EXHIBIT E
MENTOR BALANCED PORTFOLIO
MANAGERS' COMMENTARY: THE BALANCED MANAGEMENT TEAM
SEPTEMBER 30, 1998
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The Mentor Balanced Portfolio, which has been in existence since 1994, became
available to investors in multiple retail mutual fund share classes for the
first time in September. This commentary, therefore, marks the first
opportunity for the managers of the Portfolio to provide their market
perspective to many of our new shareholders.
At quarter end the asset allocation mix in the Mentor Balanced Portfolio was
58% stocks, 41% bonds, and 1% cash.
MARKET OVERVIEW
The first three quarters of 1998 culminated an unprecedented trend of 14
consecutive quarterly gains for the S&P 500. The July-September period,
however, saw a dramatic departure from this trend, with the S&P 500 declining
10%. Despite poor equity returns, U.S. government fixed-income markets were
extremely strong. In fact, the July-September period marked one of the few
times in recent years that bonds significantly outperformed stocks. However,
the broad rally in treasury bonds was not shared by more credit-sensitive
fixed-income sectors, as investors aggressively shifted assets into low risk
instruments only.
EQUITY REVIEW AND OUTLOOK
For some time we have been emphatically cautioning that the stock market would
have to adjust to considerably lower corporate earnings prospects, and this
transition would likely result in increased volatility and lower returns than
experienced over the past several years. Finally, this scenario is unfolding in
full force. Earnings estimates for a broad range of companies are being sharply
reduced. It is now quite possible, in fact likely in our opinion, that the
earnings of the S&P 500 will continue to decline during the remainder of this
year and 1999.
These trends present a significant change from the strong, better-than-expected
earnings growth that has been a key pillar supporting the bull market since
1990, one of the best on record by almost any measure. But this change was
inevitable. It is part of the natural cyclical patterns of the economy,
corporate profitability, and the stock market. After nearly perfect growth
conditions during much of the 1990's, corporate profitability is coming under
pressure as global excess capacity is chasing falling demand. And as should be
expected at this point, lenders are sharply curtailing credit and thereby
reinforcing these developing pressures.
Fear and greed are a long-term investor's best asset and worst threat. It is
exceedingly difficult for both individual and institutional investors to look
through an emotionally charged volatile market and focus on the fundamentals.
To us, fundamental analysis does not mean trying to figure out cyclical swings
in the economy and markets over the next year. It means concentrating on
longer-term business qualities. We know that consistently implementing a
well-defined investment discipline through the ups and downs of an entire cycle
is the best way to ensure long-term success. We focus on a diversified group of
companies with excellent operating records and leading competitive positions.
We are biased toward companies with above-average business predictability. We
have thoroughly analyzed their results and prospects. We own them at prices we
believe offer attractive relative values. It is a very simple approach. Not an
easy one, but a straightforward one. We will at times be wrong in our analysis,
but we will strive to be as objective as possible. Of course, we expect to be
right more
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MENTOR BALANCED PORTFOLIO
MANAGERS' COMMENTARY: THE BALANCED MANAGEMENT TEAM
SEPTEMBER 30, 1998
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often than not. We will not alter this approach just because those around us
are becoming more complacent or fearful. Over the long-term, cyclical swings
wash out and business fundamentals prevail.
FIXED INCOME REVIEW AND OUTLOOK
On the fixed-income side, our short-term strategy in this tumultuous
environment has been to tilt portfolio durations somewhat long relative to our
benchmarks, as well as more heavily weight sector allocations toward treasury
securities. Given our long-term confidence in the U.S. economy, we are waiting
for an opportunity to aggressively move into domestic spread sectors. Prior to
such a move, we will have to be convinced that these markets have stabilized.
In our opinion such stabilization will require the Fed to continue to move
forcefully to further ease credit conditions.
The primary risk we see to our outlook is timing. The U.S. economy has
tremendous forward momentum and the current yield curve is already pricing in
an aggressive Fed ease. Should events unfold more slowly than the market hopes,
the bond market could encounter some short-term turbulence. We would view these
sell-offs as short term in nature and would utilize the higher yield levels to
extend our duration further.
November 1998
55
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MENTOR BALANCED PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class A Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
9/16/98 9/30/98
Class A 9,422 9,433
LAGG/S&P 500 10,000 10,464
Total Returns as of 9/30/98
1-Year Since Inception++
Class n/a (5.78%)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
* Represents a hypothetical investment of $10,000 in Mentor Balanced
Portfolio Class A Shares after deducting the maximum sales charge of 5.75%
($10,000 investment minus $575 sales charge). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions.
+ The Standard & Poor's Index (S&P 500) is an unmanaged,
market-value-weighted index of 500 widely held domestic common stocks. An
unmanaged index does not reflect expenses and may not correspond to the
performance of a managed portfolio in which expenses are incurred. The
Lehman Brothers Aggregate Index is made up of the Government/Corporate
Index, the Mortgage-Backed Securities Index, and the Asset-Backed
Securities Index. The Lehman Brothers Aggregate Bond Index and S&P 500 are
adjusted to reflect reinvestment of interest and dividends on securities
in the indexes. The Lehman Brothers Aggregate Bond Index and S&P 500 are
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance. This index
represents an asset allocation of 60% S&P 500 stocks and 40% Lehman
Brothers Aggregate Bond Index.
++ Reflects operations of Mentor Balanced Portfolio Class A Shares from the
date of issuance on 9/16/98 through 9/30/98.
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class Y Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
9/16/98 9/30/98
Class Y 10,000 10,000
LAGG/S&P 500 10,000 10,464
Total Returns as of 9/30/98
1-Year Since Inception**
Class Y n/a 0.00%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
** Represents a hypothetical investment of $10,000 in Mentor Balanced
Portfolio Class Y Shares. These shares are not subject to any sales or
contingent deferred sales charges. The Class Y Shares' performance assumes
the reinvestment of all dividends and distributions.
*** Reflects operations of Mentor Balanced Portfolio Class Y Shares from the
date of issuance on 9/16/98 through 9/30/98.
56
<PAGE>
MENTOR BALANCED PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class B Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
S&P 500 and
Class B Class B* Lehman Brothers
Aggregate Bond Index
6/21/94 10000 10000 10000
12/31/94 10108 9610 10336
6/30/95 11561 11161 12054
9/30/95 12085 11685 12723
9/30/96 14260 13960 14506
9/30/97 18042 17842 18496
9/30/98 20181 19760 20446
Average Annual Return as of 9/30/98 Average Annual Return as of 9/30/98
Without Sales Charges Including Sales Charges
1-Year Since Inception++ 1-Year Since Inception++
Class B 11.86% 17.83% Class B 8.75% 17.69%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ Represents a hypothetical investment of $10,000 in Mentor Balanced Portfolio
Class B Shares. A contingent deferred sales charge will be imposed, if
applicable, on Class B shares at rates ranging from a maximum of 4.00% of
amounts redeemed during the first year following the date of purchase to
1.00% of amounts redeemed during the five-year period following the date
of purchase. The value of Class B Shares reflects a redemption fee in
effect at the end of each of the stated periods. Prior to September 16,
1998, contingent deferred sales charges of 5.00% were waived. The Class B
Shares' performance assumes the reinvestment of all dividends and
distributions.
+ The Standard & Poor's Index (S&P 500) is an unmanaged, market-
value-weighted index of 500 widely held domestic common stocks. An
unmanaged index does not reflect expenses and may not correspond to the
performance of a managed portfolio in which expenses are incurred. The
Lehman Brothers Aggregate Index is made up of the Government/Corporate
Index, the Mortgage-Backed Securities Index, and the Asset-Backed
Securities Index. The Lehman Brothers Aggregate Bond Index and S&P 500 are
adjusted to reflect reinvestment of interest and dividends on securities
in the indexes. The Lehman Brothers Aggregate Bond Index and S&P 500 are
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance. This index
represents an asset allocation of 60% S&P 500 stocks and 40% Lehman
Brothers Aggregate Bond Index.
++ Reflects operations of Mentor Balanced Portfolio Class B Shares from the
date of commencement of operations on 6/21/94 through 9/30/98.
* Includes maximum Contingent Deferred Sales Charge (CDSC) of 5%.
A-124
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
CONVERSION OF
MENTOR INCOME AND GROWTH PORTFOLIO
a series of
MENTOR FUNDS
901 East Byrd Street
Richmond, Virginia 23219
(800) 869-6042
Into a Series of
EVERGREEN EQUITY TRUST
200 Berkeley Street
Boston, Massachusetts 02116
(800) 343-2898
AND
ACQUISITION OF THE ASSETS OF
MENTOR INCOME AND GROWTH PORTFOLIO
By and In Exchange For Shares of
EVERGREEN CAPITAL BALANCED FUND
a series of
EVERGREEN EQUITY TRUST
This Statement of Additional Information, relating specifically to the
proposed transfer of the assets and liabilities of Mentor Income and Growth
Portfolio ("Mentor Income and Growth"), a series of Mentor Funds, to Evergreen
Capital Balanced Fund ("Evergreen Capital Balanced"), a series of Evergreen
Equity Trust, in exchange for Class A shares (to be issued to holders of Class A
shares of Mentor Income and Growth), Class C shares (to be issued to holders of
Class B shares of Mentor Income and Growth), and Class Y shares (to be issued to
holders of Class Y shares of Mentor Income and Growth) of beneficial interest,
$.001 par value per share, of Evergreen Capital Balanced, consists of this cover
page and the following
A-125
<PAGE>
described documents, each of which is attached hereto and
incorporated by reference herein:
(1) The Statement of Additional Information of Mentor
Income and Growth dated December 15, 1998;
(2) The Statement of Additional Information of Mentor
Balanced dated December 15, 1998;
(3) Annual Report of Mentor Income and Growth for the year ended
September 30, 1998;
(4) Semi-Annual Report of Mentor Income and Growth for the six
month period ended March 31, 1999;
(5) Annual Report of Mentor Balanced for the year ended September
30, 1998;
(6) Semi-Annual Report of Mentor Balanced for the six month period
ended March 31, 1999; and
(7) Pro-Forma Combining Financial Statements for March 31, 1999
and the twelve months then ended (unaudited).
This Statement of Additional Information, which is not a prospectus,
supplements, and should be read in conjunction with, the Prospectus/Proxy
Statement of Evergreen Capital Balanced and Mentor Income and Growth dated
August 27, 1999. A copy of the Prospectus/Proxy Statement may be obtained
without charge by calling or writing to Evergreen Capital Balanced or Mentor
Income and Growth at the telephone numbers or addresses set forth above or by
calling toll free 1-800-645-7816.
The date of this Statement of Additional Information is August 27,
1999.
A-126
<PAGE>
MENTOR FUNDS
STATEMENT OF ADDITIONAL INFORMATION
(MENTOR GROWTH PORTFOLIO, MENTOR PERPETUAL GLOBAL PORTFOLIO,
MENTOR CAPITAL GROWTH PORTFOLIO,
MENTOR BALANCED PORTFOLIO, MENTOR INCOME AND GROWTH PORTFOLIO,
MENTOR MUNICIPAL INCOME PORTFOLIO,
MENTOR QUALITY INCOME PORTFOLIO, MENTOR SHORT-DURATION INCOME PORTFOLIO,
MENTOR HIGH INCOME PORTFOLIO)
December 15, 1998
Mentor Funds (the "Trust") is an open-end series investment company. This
Statement of Additional Information is not a prospectus and should be read in
conjunction with the relevant prospectus of the Trust. A copy of a prospectus
in respect of a Portfolio can be obtained upon request by writing to Mentor
Services Company, Inc., at 901 East Byrd Street, Richmond, Virginia 23219, or
by calling Mentor Services Company at 1-800-869-6042.
This Statement is in parts. Part I contains information with respect to
Mentor Capital Growth Portfolio, Mentor Quality Income Portfolio, Mentor
Municipal Income Portfolio, Mentor Income and Growth Portfolio, and Mentor
Perpetual Global Portfolio. Part II contains information with respect to Mentor
Growth Portfolio, Mentor Short-Duration Income Portfolio, and Mentor Balanced
Portfolio. Part III contains information with respect to Mentor High Income
Portfolio. Part IV provides general information with respect to the Trust and
all of the Portfolios.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Introduction ............................................................................. ii
PART I ................................................................................... 1
Investment Restrictions ................................................................ 1
PART II .................................................................................. 4
Investment Restrictions ................................................................ 4
PART III ................................................................................. 7
Investment Restrictions ................................................................ 7
PART IV .................................................................................. 8
Certain Investment Techniques .......................................................... 8
Management of the Trust ................................................................ 27
Principal Holders of Securities ........................................................ 30
Investment Advisory Services ........................................................... 31
Administrative Services ................................................................ 33
Shareholder Servicing Plan ............................................................. 35
Brokerage Transactions ................................................................. 36
How to Buy Shares ...................................................................... 39
Distribution ........................................................................... 39
Determining Net Asset Value ............................................................ 40
Redemptions in Kind .................................................................... 42
Taxes .................................................................................. 42
Independent Accountants ................................................................ 46
Custodian .............................................................................. 46
Performance Information ................................................................ 47
Equivalent Yields: Tax-exempt Versus Taxable Securities for the Municipal Income
Portfolio .............................................................................. 49
Mentor Municipal Income Portfolio -- Federal Taxable Equivalent Yield Table-1998 Rates . 50
Members of Investment Management Teams ................................................. 51
Performance Comparisons ................................................................ 54
Shareholder Liability .................................................................. 59
</TABLE>
i
<PAGE>
INTRODUCTION
Mentor Funds is a Massachusetts business trust organized on January 20,
1992 as Cambridge Series Trust. This Statement relates to the following nine
portfolios of the Trust (collectively, the "Portfolios" and each individually,
the "Portfolio"): Mentor Growth Portfolio (the "Growth Portfolio"); Mentor
Quality Income Portfolio (the "Quality Income Portfolio"); Mentor Balanced
Portfolio (the "Balanced Portfolio"); Mentor Capital Growth Portfolio (the
"Capital Growth Portfolio"); Mentor Perpetual Global Portfolio (the "Global
Portfolio"); Mentor Income and Growth Portfolio (the "Income and Growth
Portfolio"); Mentor Municipal Income Portfolio (the "Municipal Income
Portfolio"); Mentor Short-Duration Income Portfolio (the "Short-Duration Income
Portfolio"); and Mentor High Income Portfolio ("the High Income Portfolio").
Each Portfolio has three classes of shares of beneficial interest, Class A
shares, Class B shares, and Class Y (Institutional) shares.
With respect to the investment restrictions described below, 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 below as fundamental or to the extent designated
as such in the Prospectus in respect of a Portfolio, the other investment
policies described in this Statement or in the Prospectus are not fundamental
and may be changed by approval of the Trustees. As a matter of policy, the
Trustees would not materially change a Portfolio's investment objective without
shareholder approval.
The Investment Company Act of 1940, as amended (the "1940 Act"), provides
that a "vote of a majority of the outstanding voting securities" of a Portfolio
means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Portfolio, or (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.
ii
<PAGE>
PART I
The following information relates to each of the Capital Growth, Quality
Income, Municipal Income, Income and Growth, and the Global Portfolios, except
where otherwise noted.
INVESTMENT RESTRICTIONS
The following investment restrictions are fundamental and may not be
changed without a vote of a majority of the outstanding voting securities of a
Portfolio:
1. (not applicable to the Quality Income Portfolio) The Portfolios will
not issue senior securities except that a Portfolio (other than the
Municipal Income Portfolio) may borrow money directly or through reverse
repurchase agreements in amounts of up to one-third of the value of its net
assets, including the amount borrowed; and except to the extent that a
Portfolio may enter into futures contracts. The Municipal Income Portfolio
may borrow money from banks for temporary purposes in amounts of up to 5%
of its total assets. The Portfolios will not borrow money or engage in
reverse repurchase agreements for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate management
of the Portfolio by enabling it to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Portfolios will not purchase any securities while any
borrowings in excess of 5% of its total assets are outstanding. During the
period any reverse repurchase agreements are outstanding, the Quality
Income Portfolio will restrict the purchase of portfolio securities to
money market instruments maturing on or before the expiration date of the
reverse repurchase agreements, but only to the extent necessary to assure
completion of the reverse repurchase agreements. Notwithstanding this
restriction, the Portfolios may enter into when-issued and delayed delivery
transactions.
2. The Portfolios will not sell any securities short or purchase any
securities on margin, but may obtain such short-term credits as are
necessary for clearance of purchases and sales of securities. The deposit
or payment by a Portfolio of initial or variation margin in connection with
futures contracts or related options transactions is not considered the
purchase of a security on margin.
3. (not applicable to the Quality Income Portfolio) The Portfolios will
not mortgage, pledge, or hypothecate any assets, except to secure permitted
borrowings. In these cases the Portfolios may pledge assets having a value
of 10% of assets taken at cost. For purposes of this restriction, (a) the
deposit of assets in escrow in connection with the writing of covered put
or call options and the purchase of securities on a when-issued basis; and
(b) collateral arrangements with respect to (i) the purchase and sale of
stock options (and options on stock indexes) and (ii) initial or variation
margin for futures contracts, will not be deemed to be pledges of a
Portfolio's assets. Margin deposits for the purchase and sale of futures
contracts and related options are not deemed to be a pledge.
4. The Portfolios will not lend any of their respective assets except
portfolio securities up to one-third of the value of total assets. (The
Municipal Income Portfolio will not lend portfolio securities.) This shall
not prevent a Portfolio from purchasing or holding U.S. government
obligations, money market instruments, variable amount demand master notes,
bonds, debentures, notes, certificates of indebtedness, or other debt
1
<PAGE>
securities, entering into repurchase agreements, or engaging in other
transactions where permitted by a Portfolio's investment objective,
policies and limitations or Declaration of Trust. The Municipal Income
Portfolio will not make loans except to the extent the obligations the
Portfolio may invest in are considered to be loans.
5. The Portfolios (other than the Quality Income Portfolio) will not
invest more than 10% of the value of their net assets in restricted
securities; the Quality Income Portfolio will not invest more than 15% of
the value of its net assets in restricted securities.
6. None of the Portfolios will invest in commodities, except to the
extent that the Portfolios may engage in transactions involving futures
contracts or options on futures contracts, and except to the extent the
securities the Municipal Income Portfolio invests in are considered
interests in commodities or commodities contracts or to the extent the
Portfolio exercises its rights under agreements relating to such municipal
securities.
7. None of the Portfolios will purchase or sell real estate, including
limited partnership interests, except to the extent the securities the
Income and Growth Portfolio and Municipal Income Portfolio may invest in
are considered to be interests in real estate or to the extent the
Municipal Income Portfolio exercises its rights under agreements relating
to such municipal securities (in which case the Portfolio may liquidate
real estate acquired as a result of a default on a mortgage), although the
Portfolios may invest in securities of issuers whose business involves the
purchase or sale of real estate or in securities which are secured by real
estate or interests in real estate.
8. With respect to 75% of the value of its respective total assets, a
Portfolio will not purchase securities issued by any one issuer (other than
cash or securities issued or guaranteed by the government of the United
States or its agencies or instrumentalities and repurchase agreements
collateralized by such securities), if as a result more than 5% of the
value of its total assets would be invested in the securities of that
issuer. A Portfolio will not acquire more than 10% of the outstanding
voting securities of any one issuer.
9. A Portfolio will not invest 25% or more of the value of its
respective total assets in any one industry (other than securities issued
by the U.S. Government, its agencies or instrumentalities). As described in
the Trust's Prospectus, the Municipal Income Portfolio may from time to
time invest more than 25% of its assets in a particular segment of the
municipal bond market; however, that Portfolio will not invest more than
25% of its assets in industrial development bonds in a single industry
except as described in the Trust's Prospectus.
10. A Portfolio will not underwrite any issue of securities, except as a
Portfolio may be deemed to be an underwriter under the Securities Act of
1933 in connection with the sale of securities in accordance with its
investment objective, policies, and limitations.
11. The Quality Income Portfolio will not issue any class of securities
which are senior to the Portfolio's shares except that the Portfolio may
borrow money as contemplated by the following restriction.
12. The Quality Income Portfolio will not borrow more than 33 1/3% of
the value of its total assets less all liabilities and indebtedness (other
than such borrowings).
2
<PAGE>
In addition, the following practices are contrary to the current policy of
each of the Portfolios (except as otherwise noted), and may be changed without
shareholder approval: investing 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 fund (or the person
designated by the Trustees of the fund to make such determinations) to be
readily marketable), and (c) repurchase agreements maturing in more than seven
days, if, as a result, more than 15% of the Portfolio's net assets (taken at
current value) would be invested in securities described in (a), (b) and (c)
above.
3
<PAGE>
PART II
The following information relates to each of the Balanced, Growth, and
Short-Duration Income Portfolios, except where otherwise noted.
INVESTMENT RESTRICTIONS
As fundamental investment restrictions, which may not be changed with
respect to a Portfolio without a vote of a majority of the outstanding shares
of that Portfolio, a Portfolio may not:
1. Issue any securities which are senior to the Portfolio's shares as
described herein and in the relevant prospectus, except that each of the
Portfolios other than the Growth Portfolio may borrow money to the extent
contemplated by Restriction 4 below.
2. Purchase securities on margin (but a Portfolio may obtain such
short-term credits as may be necessary for the clearance of transactions).
(Margin payments in connection with transactions in futures contracts,
options, and other financial instruments are not considered to constitute
the purchase of securities on margin for this purpose.)
3. Make short sales of securities or maintain a short position, unless
at all times when a short position is open, it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment
of any further consideration, for securities of the same issue as, and
equal in amount to, the securities sold short ("short sale
against-the-box"), and unless not more than 25% of the Portfolio's net
assets (taken at current value) is held as collateral for such sales at any
one time.
4. (Growth Portfolio) Borrow money or pledge its assets except that a
Portfolio may borrow from banks for temporary or emergency purposes
(including the meeting of redemption requests which might otherwise require
the untimely disposition of securities) in amounts not exceeding 10% (taken
at the lower of cost or market value) of its total assets (not including
the amount borrowed) and pledge its assets to secure such borrowings;
provided that a Portfolio will not purchase additional portfolio securities
when such borrowings exceed 5% of its total assets. (Collateral or margin
arrangements with respect to options, futures contracts, or other financial
instruments are not considered to be pledges.)
(All other Portfolios included in Part II) Borrow more than 33 1/3% of
the value of its total assets less all liabilities and indebtedness (other
than such borrowings) not represented by senior securities.
5. 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.
6. Purchase any security if as a result the Portfolio would then have
more than 5% of its total assets (taken at current value) invested in
securities of companies (including predecessors) less than three years old
or (in the case of Growth Portfolio) in equity securities for which market
quotations are not readily available.
7. (as to the Growth Portfolio only) Purchase any security if as a
result the Portfolio would then hold more than 10% of any class of
securities of an issuer (taking all common stock issues of an issuer as a
single class, all preferred stock issues as a single class, and all debt
issues as a single class) or more than 10% of the outstanding voting
securities of an issuer.
4
<PAGE>
8. Purchase any security (other than obligations of the U.S. Government,
its agencies or instrumentalities) if as a result: (i) 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 (taken at current value) would be invested in a single
industry; provided that the restriction set out in (i) above shall apply,
in the case of each Portfolio other than the Growth Portfolio, only as to
75% of such Portfolio's total assets.
9. Invest in securities of any issuer if, to the knowledge of the Trust,
any officer or Trustee of the Trust or of Mentor Investment Advisors, LLC
as the case may be, owns more than 1/2 of 1% of the outstanding securities
of such issuer, and such officers and Trustees who own more than 1/2 of 1%
own in the aggregate more than 5% of the outstanding securities of such
issuer.
10. 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, in the case of any Portfolio other than the Growth
Portfolio, real estate or 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.)
11. Make investments for the purpose of exercising control or
management.
12. (as to the Growth Portfolio only) Participate on a joint or a joint
and several basis in any trading account in securities.
13. (as to the Growth Portfolio only) Purchase any security restricted
as to disposition under federal securities laws if as a result more than 5%
of the Portfolio's total assets (taken at current value) would be invested
in restricted securities.
14. (as to the Growth Portfolio only) Invest in securities of other
registered investment companies, except by purchases in the open market
involving only customary brokerage commissions and as a result of which not
more than 5% of its total assets (taken at current value) would be invested
in such securities, or except as part of a merger, consolidation or other
acquisition.
15. Invest in interests in oil, gas or other mineral exploration or
development programs or leases, although it may invest in the common stocks
of companies that invest in or sponsor such programs.
16. (as to the Growth Portfolio only) Make loans, except through (i)
repurchase agreements (repurchase agreements with a maturity of longer than
7 days together with other illiquid assets being limited to 10% of the
Portfolio's assets,) and (ii) loans of portfolio securities (limited to 33%
of the Portfolio's total assets).
17. (as to the Growth Portfolio only) Purchase foreign securities or
currencies except foreign securities which are American Depository Receipts
listed on exchanges or otherwise traded in the United States and
certificates of deposit, bankers' acceptances and other obligations of
foreign banks and foreign branches of U.S. banks if, giving effect to such
purchase, such obligations would constitute less than 10% of the Trust's
total assets (at current value).
5
<PAGE>
18. (as to the Growth Portfolio only) Purchase warrants if as a result
the Portfolio would then have more than 5% of its total assets (taken at
current value) invested in warrants.
19. (as to each Portfolio other than the Growth Portfolio) Acquire more
than 10% of the voting securities of any issuer.
20. (as to each Portfolio other than the Growth Portfolio) Make loans,
except by purchase of debt obligations in which the Portfolio may invest
consistent with its investment policies, by entering into repurchase
agreements with respect to not more than 25% of its total assets (taken at
current value), or through the lending of its portfolio securities with
respect to not more than 25% of its total assets.
21. Purchase or sell commodities or commodity contracts, except that a
Portfolio may purchase or sell financial futures contracts, options on
financial futures contracts, and futures contracts, forward contracts, and
options with respect to foreign currencies, and may enter into swap
transactions. (This restriction applies to the Growth Portfolio.)
In addition, it is contrary to the current policy of each of the
Portfolios, 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 fund (or the person designated by the
Trustees of the fund to make such determinations) to be readily marketable),
and (c) repurchase agreements maturing in more than seven days, if, as a
result, more than 15% of the Portfolio's net assets (taken at current value)
would be invested in securities described in (a), (b) and (c) above.
6
<PAGE>
PART III
The following information relates to the High Income Portfolio.
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, except as contemplated by restriction 6
below.
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 more than 33 1/3% of the value of its total assets less all
liabilities and indebtedness (other than such borrowings)
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 then
seven days, if, as a result, more than 15% of the Portfolio's net assets (taken
at current value) would then be invested in securities described in (a), (b),
and (c).
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PART IV
All percentage limitations on investments (including those described in
Parts I, II, and III above) 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 a 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. As a matter of policy, the Trustees would
not materially change a Portfolio's investment objective without shareholder
approval.
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.
All information with respect to fees, expenses, and performance (except
where otherwise indicated) is based on a Portfolio's fiscal year end. All of
the Portfolios have a September 30 fiscal year end. Certain information with
respect to certain Portfolios is given for partial fiscal years. See "Financial
Highlights" in the Trust's prospectuses for information concerning the
commencement of operations of each of the Portfolios.
CERTAIN INVESTMENT TECHNIQUES
Set forth below is information concerning certain investment techniques in
which one or more of the Portfolios may engage, and certain of the risks they
may entail. Certain of the investment techniques may not be available to a
Portfolio. See the Prospectus relating to a particular Portfolio for a
description of the investment techniques generally applicable to that
Portfolio. For purposes of this section, a Portfolio's investment adviser or
subadviser (if any) is referred to as an "Adviser".
OPTIONS
A Portfolio may purchase and sell put and call options on its portfolio
securities to enhance investment performance or to protect against changes in
market prices.
COVERED CALL OPTIONS. A Portfolio may write covered call options on its
securities to realize a greater current return through the receipt of premiums
than it would realize on its securities alone. Such option transactions may
also be used as a limited form of hedging against a decline in the price of
securities owned by the Portfolio.
A call option gives the holder the right to purchase, and obligates the
writer to sell, a security at the exercise price at any time before the
expiration date. A call option is "covered" if the writer, at all times while
obligated as a writer, either owns the underlying securities (or comparable
securities satisfying the cover requirements of the securities exchanges), or
has the right to acquire such securities through immediate conversion of
securities.
In return for the premium received when it writes a covered call option, a
Portfolio gives up some or all of the opportunity to profit from an increase in
the market price of the securities covering the call option during the life of
the option. The Portfolio retains the risk of loss should the price of such
securities decline. If the option expires unexercised, the Portfolio realizes a
gain equal to the premium, which may be offset by a decline
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in price of the underlying security. If the option is exercised, the Portfolio
realizes a gain or loss equal to the difference between the Portfolio's cost
for the underlying security and the proceeds of sale (exercise price minus
commissions) plus the amount of the premium.
A Portfolio may terminate a call option that it has written before it
expires by entering into a closing purchase transaction. A Portfolio may enter
into closing purchase transactions in order to free itself to sell the
underlying security or to write another call on the security, realize a profit
on a previously written call option, or protect a security from being called in
an unexpected market rise. Any profits from a closing purchase transaction may
be offset by a decline in the value of the underlying security. Conversely,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from a closing purchase transaction is likely to be offset in whole or in part
by unrealized appreciation of the underlying security owned by the Portfolio.
COVERED PUT OPTIONS. A Portfolio may write covered put options in order to
enhance its current return. Such options transactions may also be used as a
limited form of hedging against an increase in the price of securities that the
Portfolio plans to purchase. A put option gives the holder the right to sell,
and obligates the writer to buy, a security at the exercise price at any time
before the expiration date. A put option is "covered" if the writer segregates
cash and high-grade short-term debt obligations or other permissible collateral
equal to the price to be paid if the option is exercised.
In addition to the receipt of premiums and the potential gains from
terminating such options in closing purchase transactions, a Portfolio also
receives interest on the cash and debt securities maintained to cover the
exercise price of the option. By writing a put option, the Portfolio assumes
the risk that it may be required to purchase the underlying security for an
exercise price higher than its then current market value, resulting in a
potential capital loss unless the security later appreciates in value.
A Portfolio may terminate a put option that it has written before it
expires by a closing purchase transaction. Any loss from this transaction may
be partially or entirely offset by the premium received on the terminated
option.
PURCHASING PUT AND CALL OPTIONS. A Portfolio may also purchase put options
to protect portfolio holdings against a decline in market value. This
protection lasts for the life of the put option because the Portfolio, as a
holder of the option, may sell the underlying security at the exercise price
regardless of any decline in its market price. In order for a put option to be
profitable, the market price of the underlying security must decline
sufficiently below the exercise price to cover the premium and transaction
costs that the Portfolio must pay. These costs will reduce any profit the
Portfolio might have realized had it sold the underlying security instead of
buying the put option.
A Portfolio may purchase call options to hedge against an increase in the
price of securities that the Portfolio wants ultimately to buy. Such hedge
protection is provided during the life of the call option since the Portfolio,
as holder of the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying security's market
price. In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover
the premium and transaction costs. These costs will reduce any profit the
Portfolio might have realized had it bought the underlying security at the time
it purchased the call option.
A Portfolio may also purchase put and sell options to enhance its current
return.
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OPTIONS ON FOREIGN SECURITIES. A Portfolio may purchase and sell options
on foreign securities if in the opinion of its Adviser the investment
characteristics of such options, including the risks of investing in such
options, are consistent with the Portfolio's investment objectives. It is
expected that risks related to such options will not differ materially from
risks related to options on U.S. securities. However, position limits and other
rules of foreign exchanges may differ from those in the U.S. In addition,
options markets in some countries, many of which are relatively new, may be
less liquid than comparable markets in the U.S.
RISKS INVOLVED IN THE SALE OF OPTIONS. Options transactions involve
certain risks, including the risks that a Portfolio's Adviser will not forecast
interest rate or market movements correctly, that a Portfolio may be unable at
times to close out such positions, or that hedging transactions may not
accomplish their purpose because of imperfect market correlations. The
successful use of these strategies depends on the ability of a Portfolio's
Adviser to forecast market and interest rate movements correctly.
An exchange-listed option may be closed out only on an exchange which
provides a secondary market for an option of the same series. There is no
assurance that a liquid secondary market on an exchange will exist for any
particular option or at any particular time. If no secondary market were to
exist, it would be impossible to enter into a closing transaction to close out
an option position. As a result, a Portfolio may be forced to continue to hold,
or to purchase at a fixed price, a security on which it has sold an option at a
time when its Adviser believes it is inadvisable to do so.
Higher than anticipated trading activity or order flow or other unforeseen
events might cause The Options Clearing Corporation or an exchange to institute
special trading procedures or restrictions that might restrict the Portfolio's
use of options. The exchanges have established limitations on the maximum
number of calls and puts of each class that may be held or written by an
investor or group of investors acting in concert. It is possible that the
Portfolio and other clients of the Portfolio's Adviser may be considered such a
group. These position limits may restrict the Portfolio's ability to purchase
or sell options on particular securities.
Options which are not traded on national securities exchanges may be
closed out only with the other party to the option transaction. For that
reason, it may be more difficult to close out unlisted options than listed
options. Furthermore, unlisted options are not subject to the protection
afforded purchasers of listed options by The Options Clearing Corporation.
Government regulations, particularly the requirements for qualification as
a "regulated investment company" under the Internal Revenue Code, may also
restrict the Portfolio's use of options.
FUTURES CONTRACTS
In order to hedge against the effects of adverse market changes a
Portfolio that may invest in debt securities may buy and sell futures contracts
on debt securities of the type in which the Portfolio may invest and on indexes
of debt securities. In addition, a Portfolio that may invest in equity
securities may purchase and sell stock index futures to hedge against changes
in stock market prices. A Portfolio may also, to the extent permitted by
applicable law, buy and sell futures contracts and options on futures contracts
to increase its current return. All such futures and related options will, as
may be required by applicable law, be traded on exchanges that are licensed and
regulated by the Commodity Futures Trading Commission (the "CFTC").
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FUTURES ON DEBT SECURITIES AND RELATED OPTIONS. A futures contract on a
debt security is a binding contractual commitment which, if held to maturity,
will result in an obligation to make or accept delivery, during a particular
month, of securities having a standardized face value and rate of return. By
purchasing futures on debt securities -- assuming a "long" position -- a
Portfolio will legally obligate itself to accept the future delivery of the
underlying security and pay the agreed price. By selling futures on debt
securities -- assuming a "short" position -- it will legally obligate itself to
make the future delivery of the security against payment of the agreed price.
Open futures positions on debt securities will be valued at the most recent
settlement price, unless that price does not, in the judgment of persons acting
at the direction of the Trustees as to the valuation of a Portfolio's assets,
reflect the fair value of the contract, in which case the positions will be
valued by the Trustees or such persons.
Positions taken in the futures markets are not normally held to maturity,
but are instead liquidated through offsetting transactions that may result in a
profit or a loss. While futures positions taken by a Portfolio will usually be
liquidated in this manner, a Portfolio may instead make or take delivery of the
underlying securities whenever it appears economically advantageous to do so. A
clearing corporation associated with the exchange on which futures are traded
assumes responsibility for such closing transactions and guarantees that a
Portfolio's sale and purchase obligations under closed-out positions will be
performed at the termination of the contract.
Hedging by use of futures on debt securities seeks to establish with more
certainty than would otherwise be possible the effective rate of return on
securities. A Portfolio may, for example, take a "short" position in the
futures market by selling contracts for the future delivery of debt securities
held by the Portfolio (or securities having characteristics similar to those
held by the Portfolio) in order to hedge against an anticipated rise in
interest rates that would adversely affect the value of the Portfolio's
securities. When hedging of this character is successful, any depreciation in
the value of securities may substantially be offset by appreciation in the
value of the futures position.
On other occasions, the Portfolio may take a "long" position by purchasing
futures on debt securities. This would be done, for example, when the Portfolio
expects to purchase particular securities when it has the necessary cash, but
expects the rate of return available in the securities markets at that time to
be less favorable than rates currently available in the futures markets. If the
anticipated rise in the price of the securities should occur (with its
concomitant reduction in yield), the increased cost to the Portfolio of
purchasing the securities may be offset, at least to some extent, by the rise
in the value of the futures position taken in anticipation of the subsequent
purchase.
Successful use by a Portfolio of futures contracts on debt securities is
subject to its Adviser's ability to predict correctly movements in the
direction of interest rates and other factors affecting markets for debt
securities. For example, if a Portfolio has hedged against the possibility of
an increase in interest rates which would adversely affect the market prices of
debt securities held by it and the prices of such securities increase instead
the Portfolio will lose part or all of the benefit of the increased value of
its securities which it has hedged because it will have offsetting losses in
its futures positions. In addition, in such situations, if the Portfolio has
insufficient cash, it may have to sell securities to meet daily margin
maintenance requirements. The Portfolio may have to sell securities at a time
when it may be disadvantageous to do so.
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A Portfolio may purchase and write put and call options on certain debt
futures contracts, as they become available. Such options are similar to
options on securities except that options on futures contracts give the
purchaser the right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a short position
if the option is a put) at a specified exercise price at any time during the
period of the option. As with options on securities, the holder or writer of an
option may terminate his position by selling or purchasing an option of the
same series. There is no guarantee that such closing transactions can be
effected. A Portfolio will be required to deposit initial margin and
maintenance margin with respect to put and call options on futures contracts
written by it pursuant to brokers' requirements, and, in addition, net option
premiums received will be included as initial margin deposits. See "Margin
Payments" below. Compared to the purchase or sale of futures contracts, the
purchase of call or put options on futures contracts involves less potential
risk to a Portfolio because the maximum amount at risk is the premium paid for
the options plus transactions costs. However, there may be circumstances when
the purchase of call or put options on a futures contract would result in a
loss to a Portfolio when the purchase or sale of the futures contracts would
not, such as when there is no movement in the prices of debt securities. The
writing of a put or call option on a futures contract involves risks similar to
those risks relating to the purchase or sale of futures contracts.
INDEX FUTURES CONTRACTS AND OPTIONS. A Portfolio may invest in debt index
futures contracts and stock index futures contracts, and in related options. A
debt index futures contract is a contract to buy or sell units of a specified
debt index at a specified future date at a price agreed upon when the contract
is made. A unit is the current value of the index. (Debt index futures in which
the Portfolios are presently expected to invest are not now available, although
such futures contracts are expected to become available in the future.) A stock
index futures contract is a contract to buy or sell units of a stock index at a
specified future date at a price agreed upon when the contract is made. A unit
is the current value of the stock index.
For example, the Standard & Poor's 100 Stock Index is composed of 100
selected common stocks, most of which are listed on the New York Stock
Exchange. The S&P 100 Index assigns relative weightings to the common stocks
included in the Index, and the Index fluctuates with changes in the market
values of those common stocks. In the case of the S&P 100 Index, contracts are
to buy or sell 100 units. Thus, if the value of the S&P 100 Index were $180,
one contract would be worth $18,000 (100 units x $180). The stock index futures
contract specifies that no delivery of the actual stocks making up the index
will take place. Instead, settlement in cash must occur upon the termination of
the contract, with the settlement being the difference between the contract
price and the actual level of the stock index at the expiration of the
contract. For example, if a Portfolio enters into a futures contract to buy 100
units of the S&P 100 Index at a specified future date at a contract price of
$180 and the S&P 100 Index is at $184 on that future date, the Portfolio will
gain $400 (100 units x gain of $4). If the Portfolio enters into a futures
contract to sell 100 units of the stock index at a specified future date at a
contract price of $180 and the S&P 100 Index is at $182 on that future date,
the Portfolio will lose $200 (100 units x loss of $2).
A Portfolio may purchase or sell futures contracts with respect to any
securities indexes. Positions in index futures may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
In order to hedge a Portfolio's investments successfully using futures
contracts and related options, a Portfolio must invest in futures contracts
with respect to indexes or sub-indexes the movements of which will, in its
judgment, have a significant correlation with movements in the prices of the
Portfolio's securities.
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OPTIONS ON STOCK INDEX FUTURES. Options on index futures contracts are
similar to options on securities except that options on index futures contracts
give the purchaser the right, in return for the premium paid, to assume a
position in an index futures contract (a long position if the option is a call
and a short position if the option is a put) at a specified exercise price at
any time during the period of the option. Upon exercise of the option, the
holder would assume the underlying futures position and would receive a
variation margin payment of cash or securities approximating the increase in
the value of the holder's option position. If an option is exercised on the
last trading day prior to the expiration date of the option, the settlement
will be made entirely in cash based on the difference between the exercise
price of the option and the closing level of the index on which the futures
contract is based on the expiration date. Purchasers of options who fail to
exercise their options prior to the exercise date suffer a loss of the premium
paid.
OPTIONS ON INDICES. As an alternative to purchasing and selling call and
put options on index futures contracts, each of the Portfolios which may
purchase and sell index futures contracts may purchase and sell call and put
options on the underlying indexes themselves to the extent that such options
are traded on national securities exchanges. Index options are similar to
options on individual securities in that the purchaser of an index option
acquires the right to buy (in the case of a call) or sell (in the case of a
put), and the writer undertakes the obligation to sell or buy (as the case may
be), units of an index at a stated exercise price during the term of the
option. Instead of giving the right to take or make actual delivery of
securities, the holder of an index option has the right to receive a cash
"exercise settlement amount". This amount is equal to the amount by which the
fixed exercise price of the option exceeds (in the case of a put) or is less
than (in the case of a call) the closing value of the underlying index on the
date of the exercise, multiplied by a fixed "index multiplier".
A Portfolio may purchase or sell options on stock indices in order to
close out its outstanding positions in options on stock indices which it has
purchased. A Portfolio may also allow such options to expire unexercised.
Compared to the purchase or sale of futures contracts, the purchase of
call or put options on an index involves less potential risk to a Portfolio
because the maximum amount at risk is the premium paid for the options plus
transactions costs. The writing of a put or call option on an index involves
risks similar to those risks relating to the purchase or sale of index futures
contracts.
MARGIN PAYMENTS. When a Portfolio purchases or sells a futures contract,
it is required to deposit with its custodian an amount of cash, U.S. Treasury
bills, or other permissible collateral equal to a small percentage of the
amount of the futures contract. This amount is known as "initial margin". The
nature of initial margin is different from that of margin in security
transactions in that it does not involve borrowing money to finance
transactions. Rather, initial margin is similar to a performance bond or good
faith deposit that is returned to a Portfolio upon termination of the contract,
assuming a Portfolio satisfies its contractual obligations.
Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market". These payments are called "variation
margin" and are made as the value of the underlying futures contract
fluctuates. For example, when a Portfolio sells a futures contract and the
price of the underlying security rises above the delivery price, the
Portfolio's position declines in value. The Portfolio then pays the broker a
variation margin payment equal to the difference between the delivery price of
the futures contract and the market price of the securities underlying the
futures contract. Conversely, if the price of the underlying security falls
below the delivery price of the contract, the Portfolio's futures position
increases in value. The broker then must
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make a variation margin payment equal to the difference between the delivery
price of the futures contract and the market price of the securities underlying
the futures contract.
When a Portfolio terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Portfolio, and the Portfolio realizes a loss or a gain. Such closing
transactions involve additional commission costs.
SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS
LIQUIDITY RISKS. Positions in futures contracts may be closed out only on
an exchange or board of trade which provides a secondary market for such
futures. Although the Portfolio intends to purchase or sell futures only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular contract or at any particular
time. If there is not a liquid secondary market at a particular time, it may
not be possible to close a futures position at such time and, in the event of
adverse price movements, a Portfolio would continue to be required to make
daily cash payments of variation margin. However, in the event financial
futures are used to hedge portfolio securities, such securities will not
generally be sold until the financial futures can be terminated. In such
circumstances, an increase in the price of the portfolio securities, if any,
may partially or completely offset losses on the financial futures.
In addition to the risks that apply to all options transactions, there are
several special risks relating to options on futures contracts. The ability to
establish and close out positions in such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain
that such a market will develop. Although a Portfolio generally will purchase
only those options for which there appears to be an active secondary market,
there is no assurance that a liquid secondary market on an exchange will exist
for any particular option or at any particular time. In the event no such
market exists for particular options, it might not be possible to effect
closing transactions in such options with the result that a Portfolio would
have to exercise the options in order to realize any profit.
HEDGING RISKS. There are several risks in connection with the use by a
Portfolio of futures contracts and related options as a hedging device. One
risk arises because of the imperfect correlation between movements in the
prices of the futures contracts and options and movements in the underlying
securities or index or movements in the prices of a Portfolio's securities
which are the subject of a hedge. A Portfolio's Adviser will, however, attempt
to reduce this risk by purchasing and selling, to the extent possible, futures
contracts and related options on securities and indexes the movements of which
will, in its judgment, correlate closely with movements in the prices of the
underlying securities or index and the securities sought to be hedged.
Successful use of futures contracts and options by a Portfolio for hedging
purposes is also subject to its Adviser's ability to predict correctly
movements in the direction of the market. It is possible that, where a
Portfolio has purchased puts on futures contracts to hedge its portfolio
against a decline in the market, the securities or index on which the puts are
purchased may increase in value and the value of securities held in the
portfolio may decline. If this occurred, the Portfolio would lose money on the
puts and also experience a decline in value in its portfolio securities. In
addition, the prices of futures, for a number of reasons, may not correlate
perfectly with movements in the underlying securities or index due to certain
market distortions. First, all participants in the futures market are subject
to margin deposit requirements. Such requirements may cause investors to close
futures contracts through offsetting transactions which could distort the
normal relationship between the
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underlying security or index and futures markets. Second, the margin
requirements in the futures markets are less onerous than margin requirements
in the securities markets in general, and as a result the futures markets may
attract more speculators than the securities markets do. Increased
participation by speculators in the futures markets may also cause temporary
price distortions. Due to the possibility of price distortion, even a correct
forecast of general market trends by a Portfolio's Adviser may still not result
in a successful hedging transaction over a short time period.
OTHER RISKS. Portfolios will incur brokerage fees in connection with their
futures and options transactions. In addition, while futures contracts and
options on futures will be purchased and sold to reduce certain risks, those
transactions themselves entail certain other risks. Thus, while a Portfolio may
benefit from the use of futures and related options, unanticipated changes in
interest rates or stock price movements may result in a poorer overall
performance for the Portfolio than if it had not entered into any futures
contracts or options transactions. Moreover, in the event of an imperfect
correlation between the futures position and the portfolio position which is
intended to be protected, the desired protection may not be obtained and the
Portfolio may be exposed to risk of loss.
FORWARD COMMITMENTS
A Portfolio may enter into contracts to purchase securities for a fixed
price at a future date beyond customary settlement time ("forward commitments")
if the Portfolio holds, and maintains until the settlement date in a segregated
account, cash or high-grade debt obligations in an amount sufficient to meet
the purchase price, or if the Portfolio enters into offsetting contracts for
the forward sale of other securities it owns. Forward commitments may be
considered securities in themselves, and involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date, which risk
is in addition to the risk of decline in the value of the Portfolio's other
assets. Where such purchases are made through dealers, the Portfolios rely on
the dealer to consummate the sale. The dealer's failure to do so may result in
the loss to the Portfolio of an advantageous yield or price. Although a
Portfolio will generally enter into forward commitments with the intention of
acquiring securities for its portfolio or for delivery pursuant to options
contracts it has entered into, a Portfolio may dispose of a commitment prior to
settlement if its Adviser deems it appropriate to do so. A Portfolio may
realize short-term profits or losses upon the sale of forward commitments.
REPURCHASE AGREEMENTS
A Portfolio may enter into repurchase agreements. A repurchase agreement
is a contract under which the Portfolio acquires a security 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 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 a Portfolio which are collateralized by the securities subject
to repurchase. A Portfolio's 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, a 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
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in bankruptcy or insolvency proceedings, a Portfolio may incur delay and costs
in selling the underlying security or may suffer a loss of principal and
interest if a Portfolio is treated as an unsecured creditor and required to
return the underlying collateral to the seller's estate.
LOANS OF PORTFOLIO SECURITIES
A 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 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. In addition, it is anticipated that a 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. 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, a
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 a Portfolio if
the holders of such securities are asked to vote upon or consent to matters
materially affecting the investment. A Portfolio will not lend portfolio
securities to borrowers affiliated with the Portfolio.
COLLATERALIZED MORTGAGE OBLIGATIONS; OTHER MORTGAGE-RELATED SECURITIES
Collateralized mortgage obligations or "CMOs" are debt obligations or
pass-through certificates collateralized by mortgage loans or mortgage
pass-through securities. Typically, CMOs are collateralized by certificates
issued by the Government National Mortgage Association, ("GNMA"), the Federal
National Mortgage Association ("FNMA"), or the Federal Home Loan Mortgage
Corporation ("FHLMC"), but they also may be collateralized by whole loans or
private pass-through certificates (such collateral collectively hereinafter
referred to as "Mortgage Assets"). CMOs may be issued by agencies or
instrumentalities of the U.S. Government, or by private originators of, or
investors in, mortgage loans.
In a CMO, a series of bonds or certificates is generally issued in
multiple classes. Each class of CMOs is issued at a specific fixed or floating
rate coupon and has a stated maturity or final distribution date. Principal
prepayments on the mortgage assets may cause the CMOs to be retired
substantially earlier than their stated maturities or final distribution dates.
Interest is paid or accrues on most classes of the CMOs on a monthly,
quarterly, or semi-annual basis. The principal of and interest on the mortgage
assets may be allocated among the several classes of a series of a CMO in
innumerable ways. In a CMO, payments of principal, including any principal
prepayments, on the mortgage assets are applied to the classes of the series in
a pre-determined sequence.
RESIDUAL INTERESTS. Residual interests are derivative mortgage securities
issued by agencies or instrumentalities of the U.S. Government or by private
originators of, or investors in, mortgage loans. The cash flow generated by the
mortgage assets underlying a series of mortgage securities is applied first to
make required payments of principal of and interest on the mortgage securities
and second to pay the related administrative expenses of the issuer. The
residual generally represents the right to any excess cash flow remaining after
making the foregoing payments. Each payment of such excess cash flow to a
holder of the related residual represents income
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and/or a return of capital. The amount of residual cash flow resulting from a
series of mortgage securities will depend on, among other things, the
characteristics of the mortgage assets, the coupon rate of each class of the
mortgage securities, prevailing interest rates, the amount of administrative
expenses, and the prepayment experience on the mortgage assets. In particular,
the yield to maturity on residual interests may be extremely sensitive to
prepayments on the related underlying mortgage assets in the same manner as an
interest-only class of stripped mortgage-backed securities. In addition, if a
series of mortgage securities includes a class that bears interest at an
adjustable rate, the yield to maturity on the related residual interest may
also be extremely sensitive to changes in the level of the index upon which
interest rate adjustments are based. In certain circumstances, there may be
little or no excess cash flow payable to residual holders. The Portfolio may
fail to recoup fully its initial investment in a residual.
Residuals are generally purchased and sold by institutional investors
through several investment banking firms acting as brokers or dealers. The
residual interest market has only recently developed and residuals currently
may not have the liquidity of other more established securities trading in
other markets. Residuals may be subject to certain restrictions on
transferability.
FOREIGN SECURITIES
A Portfolio may invest in foreign securities and in certificates of
deposit issued by United States branches of foreign banks and foreign branches
of United States banks.
Investments in foreign securities may involve considerations different
from investments in domestic securities. There may be less publicly available
information about a foreign company than about a U.S. company, and foreign
companies may not be subject to accounting, auditing and financial reporting
standards and requirements comparable to those applicable to U.S. companies.
Securities of some foreign companies are less liquid or more volatile than
securities of U.S. companies, and foreign brokerage commissions and custodian
fees are generally higher than in the United States. Investments in foreign
securities can involve other risks different from those affecting U.S.
investments, including local political or economic developments, expropriation
or nationalization of assets and imposition of withholding taxes on dividend or
interest payments. It may be more difficult to obtain and enforce a judgment
against a foreign issuer. In addition, foreign investments may be affected
favorably or unfavorably by changes in currency exchange rates, exchange
control regulations, foreign withholding taxes and restrictions or prohibitions
on the repatriation of foreign currencies. A Portfolio may incur costs in
connection with conversion between currencies.
In determining whether to invest in securities of foreign issuers, the
Adviser of a Portfolio seeking current income will consider the likely impact
of foreign taxes on the net yield available to the Portfolio and its
shareholders. Income received by a Portfolio from sources within foreign
countries may be reduced by withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. It is impossible to determine the effective
rate of foreign tax in advance since the amount of a Portfolio's assets to be
invested in various countries is not known, and tax laws and their
interpretations may change from time to time and may change without advance
notice. Any such taxes paid by a Portfolio will reduce its net income available
for distribution to shareholders.
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FOREIGN CURRENCY TRANSACTIONS
Except as otherwise described in the relevant Prospectus, a Portfolio may
engage without limit in currency exchange transactions, including foreign
currency forward and futures contracts, to protect against uncertainty in the
level of future foreign currency exchange rates. In addition, a Portfolio may
purchase and sell call and put options on foreign currency futures contracts
and on foreign currencies for hedging purposes.
A Portfolio may engage in both "transaction hedging" and "position
hedging". When a Portfolio engages in transaction hedging, it enters into
foreign currency transactions with respect to specific receivables or payables
of the Portfolio generally arising in connection with the purchase or sale of
its securities. A Portfolio will engage in transaction hedging when it desires
to "lock in" the U.S. dollar price of a security it has agreed to purchase or
sell, or the U.S. dollar equivalent of a dividend or interest payment in a
foreign currency. By transaction hedging a Portfolio will attempt to protect
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the applicable foreign currency during the period
between the date on which the security is purchased or sold or on which the
dividend or interest payment is declared, and the date on which such payments
are made or received.
A Portfolio may purchase or sell a foreign currency on a spot (or cash)
basis at the prevailing spot rate in connection with transaction hedging. A
Portfolio may also enter into contracts to purchase or sell foreign currencies
at a future date ("forward contracts") and purchase and sell foreign currency
futures contracts.
For transaction hedging purposes, a Portfolio may purchase exchange-listed
and over-the-counter call and put options on foreign currency futures contracts
and on foreign currencies. A put option on a futures contract gives a Portfolio
the right to assume a short position in the futures contract until expiration
of the option. A put option on currency gives a Portfolio the right to sell a
currency at an exercise price until the expiration of the option. A call option
on a futures contract gives a Portfolio the right to assume a long position in
the futures contract until the expiration of the option. A call option on
currency gives a Portfolio the right to purchase a currency at the exercise
price until the expiration of the option. A Portfolio will engage in
over-the-counter transactions only when appropriate exchange-traded
transactions are unavailable and when, in the opinion of its Adviser, the
pricing mechanism and liquidity are satisfactory and the participants are
responsible parties likely to meet their contractual obligations.
When a Portfolio engages in position hedging, it enters into foreign
currency exchange transactions to protect against a decline in the values of
the foreign currencies in which securities held by the Portfolio are
denominated or are quoted in their principle trading markets or an increase in
the value of currency for securities which a Portfolio expects to purchase. In
connection with position hedging, a Portfolio may purchase put or call options
on foreign currency and foreign currency futures contracts and buy or sell
forward contracts and foreign currency futures contracts. A Portfolio may also
purchase or sell foreign currency on a spot basis.
The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the values of
those securities between the dates the currency exchange transactions are
entered into and the dates they mature.
It is impossible to forecast with precision the market value of a
Portfolio's securities at the expiration or maturity of a forward or futures
contract. Accordingly, it may be necessary for a Portfolio to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security
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or securities being hedged is less than the amount of foreign currency a
Portfolio is obligated to deliver and if a decision is made to sell the
security or securities and make delivery of the foreign currency. Conversely,
it may be necessary to sell on the spot market some of the foreign currency
received upon the sale of the security or securities of a Portfolio if the
market value of such security or securities exceeds the amount of foreign
currency the Portfolio is obligated to deliver.
To offset some of the costs to a Portfolio of hedging against fluctuations
in currency exchange rates, the Portfolio may write covered call options on
those currencies.
Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which a Portfolio owns or intends to
purchase or sell. They simply establish a rate of exchange which one can
achieve at some future point in time. Additionally, although these techniques
tend to minimize the risk of loss due to a decline in the value of the hedged
currency, they tend to limit any potential gain which might result from the
increase in the value of such currency.
CURRENCY FORWARD AND FUTURES CONTRACTS. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract as agreed by the parties, at a price set at the time of the
contract. In the case of a cancelable forward contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee.
The contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A
forward contract generally has no deposit requirement, and no commissions are
charged at any stage for trades. A foreign currency futures contract is a
standardized contract for the future delivery of a specified amount of a
foreign currency at a future date at a price set at the time of the contract.
Foreign currency futures contracts traded in the United States are designed by
and traded on exchanges regulated by the CFTC, such as the New York Mercantile
Exchange.
Forward foreign currency exchange contracts differ from foreign currency
futures contracts in certain respects. For example, the maturity date of a
forward contract may be any fixed number of days from the date of the contract
agreed upon by the parties, rather than a predetermined date in a given month.
Forward contracts may be in any amounts agreed upon by the parties rather than
predetermined amounts. Also, forward foreign exchange contracts are traded
directly between currency traders so that no intermediary is required. A
forward contract generally requires no margin or other deposit.
At the maturity of a forward or futures contract, a Portfolio may either
accept or make delivery of the currency specified in the contract, or at or
prior to maturity enter into a closing transaction involving the purchase or
sale of an offsetting contract. Closing transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract. Closing transactions with respect to futures
contracts are effected on a commodities exchange; a clearing corporation
associated with the exchange assumes responsibility for closing out such
contracts.
Positions in foreign currency futures contracts and related options may be
closed out only on an exchange or board of trade which provides a secondary
market in such contracts or options. Although a Portfolio will normally
purchase or sell foreign currency futures contracts and related options only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a secondary market on an exchange or board
of trade will exist for any particular contract or option or at any particular
time. In such event,
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it may not be possible to close a futures or related option position and, in
the event of adverse price movements, a Portfolio would continue to be required
to make daily cash payments of variation margin on its futures positions.
FOREIGN CURRENCY OPTIONS. Options on foreign currencies operate similarly
to options on securities, and are traded primarily in the over-the-counter
market, although options on foreign currencies have recently been listed on
several exchanges. Such options will be purchased or written only when a
Portfolio's Adviser believes that a liquid secondary market exists for such
options. There can be no assurance that a liquid secondary market will exist
for a particular option at any specific time. Options on foreign currencies are
affected by all of those factors which influence exchange rates and investments
generally.
The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors
may be disadvantaged by having to deal in an odd lot market (generally
consisting of transactions of less than $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.
There is no systematic reporting of last sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively
smaller transactions (less than $1 million) where rates may be less favorable.
The interbank market in foreign currencies is a global, around-the-clock
market. To the extent that the U.S. options markets are closed while the
markets for the underlying currencies remain open, significant price and rate
movements may take place in the underlying markets that cannot be reflected in
the U.S. options markets.
SETTLEMENT PROCEDURES. Settlement procedures relating to investments in
foreign securities and to foreign currency exchange transactions may be more
complex than settlements with respect to investments in debt or equity
securities of U.S. issuers, and may involve certain risks not present in
domestic investments. For example, settlement of transactions involving foreign
securities or foreign currency may occur within a foreign country, and the
Portfolio may be required to accept or make delivery of the underlying
securities or currency in conformity with any applicable U.S. or foreign
restrictions or regulations, and may be required to pay any fees, taxes or
charges associated with such delivery. Such investments may also involve the
risk that an entity involved in the settlement may not meet its obligations.
FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers do not
charge a feefor currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they buy and sell various
currencies. Thus, a dealer may offer to sell a foreign currency to a Portfolio
at one rate, while offering a lesser rate of exchange should a Portfolio desire
to resell that currency to the dealer.
ZERO-COUPON SECURITIES
Zero-coupon securities in which a Portfolio may invest are debt
obligations which are generally issued at a discount and payable in full at
maturity, and which do not provide for current payments of interest prior to
maturity. Zero-coupon securities usually trade at a deep discount from their
face or par value and are subject to
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greater market value fluctuations from changing interest rates than debt
obligations of comparable maturities which make current distributions of
interest. As a result, the net asset value of shares of a Portfolio investing
in zero-coupon securities may fluctuate over a greater range than shares of
other mutual funds investing in securities making current distributions of
interest and having similar maturities.
Zero-coupon securities may include U.S. Treasury bills issued directly by
the U.S. Treasury or other short-term debt obligations, and longer-term bonds
or notes and their unmatured interest coupons which have been separated by
their holder, typically a custodian bank or investment brokerage firm. A number
of securities firms and banks have stripped the interest coupons from the
underlying principal (the "corpus") of U.S. Treasury securities and resold them
in custodial receipt programs with a number of different names, including
Treasury Income Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasuries ("CATS"). The underlying U.S. Treasury bonds and notes themselves
are held in book-entry form at the Federal Reserve Bank or, in the case of
bearer securities (i.e., unregistered securities which are owned ostensibly by
the bearer or holder thereof), in trust on behalf of the owners thereof.
In addition, the Treasury has facilitated transfers of ownership of
zero-coupon securities by accounting separately for the beneficial ownership of
particular interest coupons and corpus payments on Treasury securities through
the Federal Reserve book-entry record-keeping system. The Federal Reserve
program as established by the Treasury Department is known as "STRIPS" or
"Separate Trading of Registered Interest and Principal of Securities." Under
the STRIPS program, a Portfolio will be able to have its beneficial ownership
of U.S. Treasury zero-coupon securities recorded directly in the book-entry
record-keeping system in lieu of having to hold certificates or other evidences
of ownership of the underlying U.S. Treasury securities.
When debt obligations have been stripped of their unmatured interest
coupons by the holder, the stripped coupons are sold separately. The principal
or corpus is sold at a deep discount because the buyer receives only the right
to receive a future fixed payment on the security and does not receive any
rights to periodic cash interest payments. Once stripped or separated, the
corpus and coupons may be sold separately. Typically, the coupons are sold
separately or grouped with other coupons with like maturity dates and sold in
such bundled form. Purchasers of stripped obligations acquire, in effect,
discount obligations that are economically identical to the zero-coupon
securities issued directly by the obligor.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Portfolios may engage in when-issued and delayed delivery
transactions. These transactions are arrangements in which a Portfolio
purchases securities with payment and delivery scheduled for a future time. A
Portfolio engages in when-issued and delayed delivery transactions only for the
purpose of acquiring securities consistent with its investment objective and
policies, not for investment leverage, but a Portfolio may sell such securities
prior to settlement date if such a sale is considered to be advisable. No
income accrues to a Portfolio on securities in connection with such
transactions prior to the date the Portfolio actually takes delivery of
securities. In when-issued and delayed delivery transactions, a Portfolio
relies on the seller to complete the transaction. The seller's failure to
complete the transaction may cause a Portfolio to miss a price or yield
considered to be advantageous.
These transactions are made to secure what is considered to be an
advantageous price or yield for a Portfolio. Settlement dates may be a month or
more after entering into these transactions, and the market values of
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the securities purchased may vary from the purchase prices. No fees or other
expenses, other than normal transaction costs, are incurred. However, liquid
assets of a Portfolio sufficient to make payment for the securities to be
purchased are segregated at the trade date. These securities are marked to
market daily and are maintained until the transaction is settled.
BANK INSTRUMENTS
A Portfolio may invest in the instruments of banks and savings and loans
whose deposits are insured by the Bank Insurance Fund or the Savings
Association Insurance Fund, both of which are administered by the Federal
Deposit Insurance Corporation ("FDIC"), such as certificates of deposit, demand
and time deposits, savings shares, and bankers' acceptances. However, the
above-mentioned instruments are not necessarily guaranteed by those
organizations. In addition to domestic bank obligations, such as certificates
of deposit, demand and time deposits, savings shares, and bankers' acceptances,
a Portfolio may invest in: Eurodollar Certificates of Deposit ("ECDs") issued
by foreign branches of U.S. or foreign banks; Eurodollar Time Deposits
("ETDs"), which are U.S. dollar-denominated deposits in foreign branches of
U.S. or foreign banks; Canadian Time Deposits, which are U.S.
dollar-denominated deposits issued by branches of major Canadian banks located
in the U.S.; and Yankee Certificates of Deposit ("Yankee CDS"), which are U.S.
dollar-denominated certificates of deposit issued by U.S. branches of foreign
banks and held in the U.S.
DOLLAR ROLLS AND REVERSE REPURCHASE AGREEMENTS
A Portfolio may enter into dollar rolls, in which the Portfolio sells
securities and simultaneously contracts to repurchase substantially similar
securities on a specified future date. In the case of dollar rolls involving
mortgage-related securities, the mortgage-related securities that are purchased
typically will be of the same type and will have the same or similar interest
rate and maturity as those sold, but will be supported by different pools of
mortgages. The Portfolio forgoes principal and interest paid during the roll
period on the securities sold in a dollar roll, but it is compensated by the
difference between the current sales price and the price for the future
purchase as well as by any interest earned on the proceeds of the securities
sold. A Portfolio could also be compensated through the receipt of fee income.
A Portfolio may also enter into reverse repurchase agreements in which the
Portfolio sells securities and agrees to repurchase them at a mutually agreed
date and price. Generally, the effect of such a transaction is that the
Portfolio can recover all or most of the cash invested in the portfolio
securities involved during the term of the reverse repurchase agreement, while
it will be able to keep the interest income associated with those portfolio
securities. Such transactions are advantageous if the interest cost to the
Portfolio of the reverse repurchase transaction is less than the cost of
otherwise obtaining the cash.
Dollar rolls and reverse repurchase agreements may be viewed as a
borrowing by the Portfolio, secured by the security which is the subject of the
agreement. In addition to the general risks involved in leveraging, dollar
rolls and reverse repurchase agreements involve the risk that, in the event of
the bankruptcy or insolvency of the Portfolio's counterparty, the Portfolio
would be unable to recover the security which is the subject of the agreement,
the amount of cash or other property transferred by the counterparty to the
Portfolio under the agreement prior to such insolvency or bankruptcy is less
than the value of the security subject to the agreement, or the Portfolio may
be delayed or prevented, due to such insolvency or bankruptcy, from using such
cash or property or may be required to return it to the counterparty or its
trustee or receiver.
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CONVERTIBLE SECURITIES
A Portfolio may invest in convertible securities. Convertible securities
are fixed income securities which may be exchanged or converted into a
predetermined number of the issuer's underlying common stock at the option of
the holder during a specified time period. Convertible securities may take the
form of convertible preferred stock, convertible bonds or debentures, units
consisting of "usable" bonds and warrants or a combination of the features of
several of these securities. The investment characteristics of each convertible
security vary widely, which allows convertible securities to be employed for a
variety of investment strategies.
A Portfolio will exchange or convert the convertible securities held in
its portfolio into shares of the underlying common stock when, in its Adviser's
opinion, the investment characteristics of the underlying common shares will
assist the Portfolio in achieving its investment objectives. Otherwise, the
Portfolio may hold or trade convertible securities. In selecting convertible
securities for the Portfolio, the Portfolio's Adviser evaluates the investment
characteristics of the convertible security as a fixed income instrument and
the investment potential of the underlying equity security for capital
appreciation. In evaluating these matters with respect to a particular
convertible security, the Portfolio's Adviser considers numerous factors,
including the economic and political outlook, the value of the security
relative to other investment alternatives, trends in the determinants of the
issuer's profits, and the issuer's management capability and practices.
WARRANTS
A Portfolio may invest in warrants. Warrants are basically options to
purchase common stock at a specific price (usually at a premium above the
market value of the optioned common stock at issuance) valid for a specific
period of time. Warrants may have a life ranging from less than a year to
twenty years or may be perpetual. However, most warrants have expiration dates
after which they are worthless. In addition, if the market price of the common
stock does not exceed the warrant's exercise price during the life of the
warrant, the warrant will expire as worthless. Warrants have no voting rights,
pay no dividends, and have no rights with respect to the assets of the
corporation issuing them. The percentage increase or decrease in the market
price of the warrant may tend to be greater than the percentage increase or
decrease in the market price of the optioned common stock. Warrants acquired in
units or attached to securities may be deemed to be without value for purposes
of a Portfolio's policy.
SWAPS, CAPS, FLOORS AND COLLARS
A Portfolio may enter into interest rate, currency and index swaps and the
purchase or sale of related caps, floors and collars. A Portfolio expects to
enter into these transactions primarily to preserve a return or spread on a
particular investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities the Portfolio anticipates purchasing at a
later date. A Portfolio would use these transactions as hedges and not as
speculative investments and would not sell interest rate caps or floors where
it does not own securities or other instruments providing the income stream the
Portfolio may be obligated to pay. Interest rate swaps involve the exchange by
a Portfolio with another party of their respective commitments to pay or
receive interest, e.g., an exchange of floating rate payments for fixed rate
payments with respect to a notional amount of principal. A currency swap is an
agreement to exchange cash flows on a notional amount of two or more currencies
based on the relative value differential among them and an index swap is an
agreement to swap cash flows on a notional amount based on changes in the
values of
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the reference indices. The purchase of a cap entitles the purchaser to receive
payments on a notional principal amount from the party selling such cap to the
extent that a specified index exceeds a predetermined interest rate or amount.
The purchase of a floor entitles the purchaser to receive payments on a
notional principal amount from the party selling such floor to the extent that
a specified index falls below a predetermined interest rate or amount. A collar
is a combination of a cap and a floor that preserves a certain return within a
predetermined range of interest rates or values.
A Portfolio will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or
dates specified in the instrument, with the Portfolio receiving or paying, as
the case may be, only the net amount of the two payments. A Portfolio will not
enter into any swap, cap, floor or collar transaction unless, at the time of
entering into such transaction, the unsecured long-term debt of the
counterparty, combined with any credit enhancements, is rated at least A by S&P
or Moody's or has an equivalent rating from another nationally recognized
securities rating organization or is determined to be of equivalent credit
quality by the Portfolio's Adviser. If there is a default by the counterparty,
a Portfolio may have contractual remedies pursuant to the agreements related to
the transaction. As a result, the swap market has become relatively liquid.
Caps, floors and collars are more recent innovations for which standardized
documentation has not yet been fully developed and, accordingly, they are less
liquid than swaps.
LOWER-RATED SECURITIES
A Portfolio may invest in lower-rated fixed-income securities (commonly
known as "junk bonds") to the extent described in the relevant Prospectus. The
lower ratings of certain securities held by a Portfolio reflect a greater
possibility that adverse changes in the financial condition of the issuer or in
general economic conditions, or both, or an unanticipated rise in interest
rates, may impair the ability of the issuer to make payments of interest and
principal. The inability (or perceived inability) of issuers to make timely
payment of interest and principal would likely make the values of securities
held by a Portfolio more volatile and could limit the Portfolio's ability to
sell its securities at prices approximating the values the Portfolio had placed
on such securities. In the absence of a liquid trading market for securities
held by it, a Portfolio may be unable at times to establish the fair value of
such securities. The rating assigned to a security by Moody's Investors
Service, Inc. or Standard & Poor's (or by any other nationally recognized
securities rating organization) does not reflect an assessment of the
volatility of the security's market value or the liquidity of an investment in
the security.
Like those of other fixed-income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. Thus, a decrease
in interest rates will generally result in an increase in the value of the
Portfolio's assets. Conversely, during periods of rising interest rates, the
value of the Portfolio's assets will generally decline. In addition, the values
of such securities are also affected by changes in general economic conditions
and business conditions affecting the specific industries of their issuers.
Changes by recognized rating services in their ratings of any fixed-income
security and in the ability of an issuer to make payments of interest and
principal may also affect the value of these investments. Changes in the value
of portfolio securities generally will not affect cash income derived from such
securities, but will affect the Portfolio's net asset value. A Portfolio will
not necessarily dispose of a security when its rating is reduced below its
rating at the time of purchase, although its Adviser will monitor the
investment to determine whether its retention will assist in meeting the
Portfolio's investment objective.
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The amount of information about the financial condition of an issuer of
tax exempt securities may not be as extensive as that which is made available
by corporations whose securities are publicly traded. Therefore, to the extent
a Portfolio invests in tax exempt securities in the lower rating categories,
the achievement of the Portfolio's goals is more dependent on its Adviser's
investment analysis than would be the case if the Portfolio were investing in
securities in the higher rating categories.
INDEXED SECURITIES
A Portfolio may invest in indexed securities, the values of which are
linked to currencies, interest rates, commodities, indices or other financial
indicators ("reference instruments"). Most indexed securities have maturities
of three years or less.
Indexed securities differ from other types of debt securities in which a
Portfolio may invest in several respects. First, the interest rate or, unlike
other debt securities, the principal amount payable at maturity of an indexed
security may vary based on changes in one or more specified reference
instruments, such as an interest rate compared with a fixed interest rate or
the currency exchange rates between two currencies (neither of which need be
the currency in which the instrument is denominated). The reference instrument
need not be related to the terms of the indexed security. For example, the
principal amount of a U.S. dollar denominated indexed security may vary based
on the exchange rate of two foreign currencies. An indexed security may be
positively or negatively indexed; that is, its value may increase or decrease
if the value of the reference instrument increases. Further, the change in the
principal amount payable or the interest rate of an indexed security may be a
multiple of the percentage change (positive or negative) in the value of the
underlying reference instrument(s).
Investment in indexed securities involves certain risks. In addition to
the credit risk of the security's issuer and the normal risks of price changes
in response to changes in interest rates, the principal amount of indexed
securities may decrease as a result of changes in the value of reference
instruments. Further, in the case of certain indexed securities in which the
interest rate is linked to a reference instrument, the interest rate may be
reduced to zero, and any further declines in the value of the security may then
reduce the principal amount payable on maturity. Finally, indexed securities
may be more volatile than the reference instruments underlying indexed
securities.
To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, a Portfolio may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the
Portfolio is exposed is difficult to hedge or to hedge against the dollar.
Proxy hedging entails entering into a forward contract to sell a currency whose
changes in value are generally considered to be linked to a currency or
currencies in which some or all of the Portfolio's securities are or are
expected to be denominated, and to buy U.S. dollars. The amount of the contract
would not exceed the value of the Portfolio's securities denominated in linked
currencies. For example, if a Portfolio's Adviser considers that the Austrian
schilling is linked to the German deutschmark (the "D-mark"), the Portfolio
holds securities denominated in schillings and the Adviser believes that the
value of schillings will decline against the U.S. dollar, the Adviser may enter
into a contract to sell D-marks and buy dollars.
EURODOLLAR INSTRUMENTS
A Portfolio may make investments in Eurodollar instruments. Eurodollar
instruments are U.S. dollar-denominated futures contracts or options thereon
which are linked to the London Interbank Offered Rate ("LIBOR"),
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although foreign currency-denominated instruments are available from time to
time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the lending of funds and sellers to obtain a fixed rate for borrowings. A
Portfolio might use Eurodollar futures contracts and options thereon to hedge
against changes in LIBOR, to which many interest rate swaps and fixed-income
instruments are linked.
SEGREGATION OF ASSETS
A Portfolio may at times segregate assets in respect of certain
transactions in which the Portfolio enters into a commitment to pay money or
deliver securities at some future date (such as futures contracts or reverse
repurchase agreements, to the extent not used for leverage). Any such
segregated account will be maintained by the Trust's custodian and may contain
cash, U.S. government securities, liquid high grade debt obligations, or other
appropriate assets.
26
<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
NAME AND ADDRESS WITH A FUND PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- -------------------------- -------------- ---------------------------------------------------------------
<S> <C> <C>
Daniel J. Ludeman* Chairman Chairman and Chief Executive Officer Mentor Investment
c/o Mentor Funds and Trustee Group, Inc.; Managing Director of Wheat First Butcher
901 E. Byrd Street Singer, Inc. Director, Wheat, First Securities, Inc.; Chairman
Richmond, VA 23219 and Director Mentor Income Fund, Inc., and America's
Utility Fund, Inc.; Chairman and Trustee, Cash Resource
Trust, Mentor Variable Investment Portfolios and Mentor
Institutional Trust.
Arnold H. Dreyfuss Trustee Chairman, Eskimo Pie Corporation; Trustee, Cash Resource
P.O. Box 18156 Trust, Mentor Variable Investment Portfolios and Mentor
Richmond, Virginia 23226 Institutional Trust; Director, Mentor Income Fund, Inc. and
America's Utility Fund, Inc.; formerly, Chairman and Chief
Executive Officer, Hamilton Beach/Proctor-Silex, Inc.
Thomas F. Keller Trustee R.J. Reynolds Industries Professor of Business Adminis-
Fuqua School of Business tration and Former Dean of Fuqua School of Business, Duke
Duke University University; Director of LADD Furniture, Inc., Wendy's
Durham, NC 27706 International, Inc., American Business Products, Inc., Dimon,
Inc., and Biogen, Inc.; Director of Nations Balanced Target
Maturity Fund, Inc., Nations Government Income Term Trust
2003, Inc., Nations Government Income Term Trust 2004,
Inc., Hatteras Income Securities, Inc., Nations Institutional
Reserves, Nations Fund Trust, Nations Fund, Inc., Nations
Fund Portfolios, Inc., and Nations LifeGoal Funds, Inc.
Trustee, Cash Resource Trust, Mentor Variable Investment
Portfolios and Mentor Institutional Trust; Director, Mentor
Income Fund, Inc. and America's Utility Fund, Inc.
Louis W. Moelchert, Jr. Trustee Vice President for Investments, University of Richmond;
University of Richmond Trustee, Cash Resource Trust, Mentor Variable Investment
Richmond, VA 23173 Portfolios and Mentor Institutional Trust; Director, Mentor
Income Fund, Inc. and America's Utility Fund, Inc.
Troy A. Peery, Jr. Trustee President, Heilig-Meyers Company; Trustee, Cash Resource
Heilig-Meyers Company Trust, Mentor Variable Investment Portfolios and Mentor
2235 Staples Mill Road Institutional Trust; Director, Mentor Income Fund, Inc. and
Richmond, Virginia 23230 America's Utility Fund, Inc.
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
POSITION HELD
NAME AND ADDRESS WITH A FUND PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ---------------------- -------------- -------------------------------------------------------------
<S> <C> <C>
Peter J. Quinn, Jr.* Trustee Formerly, President, Mentor Distributors, Inc.; Managing
c/o Mentor Funds Director, Mentor Investment Group, LLC, and Wheat First
901 E. Byrd Street Butcher Singer, Inc.; formerly, Senior Vice President/
Richmond, VA 23219 Director of Mutual Funds, Wheat First Butcher Singer, Inc.;
Trustee, Cash Resource Trust, Mentor Variable Investment
Portfolios and Mentor Institutional Trust; Director, Mentor
Income Fund, Inc. and America's Utility Fund, Inc.
Arch T. Allen, III Trustee Attorney at law, Raleigh, North Carolina; Trustee, Cash
c/o Mentor Funds Resource Trust, Mentor Variable Investment Portfolios and
901 E. Byrd Street Mentor Institutional Trust; Director, Mentor Income Fund,
Richmond, VA 23219 Inc. and America's Utility Fund, Inc.; formerly, Vice
Chancellor for Development and University Relations,
University of North Carolina at Chapel Hill.
Weston E. Edwards Trustee President, Weston Edwards & Associates; Trustee Cash
c/o Mentor Funds Resource Trust, Mentor Variable Investment Portfolios and
901 E. Byrd Street Mentor Institutional Trust; Director, Mentor Income Fund,
Richmond, VA 23219 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. Barretine & Associates; Trustee, Cash
c/o Mentor Funds Resource Trust, Mentor Variable Investment Portfolios and
901 E. Byrd Street Mentor Institutional Trust; Director, Mentor Income Fund,
Richmond, VA 23219 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, Cash
c/o Mentor Funds Resource Trust, Mentor Variable Investment Portfolios and
901 E. Byrd Street Mentor Institutional Trust; Director, Mentor Income Fund,
Richmond, VA 23219 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, Wheat First Butcher Singer, Inc. and
c/o Mentor Funds Mentor Investment Group, LLC; President, Cash Resource
901 E. Byrd Street Trust, Mentor Income Fund, Inc., Mentor Institutional Trust,
Richmond, VA 23219 Mentor Variable Investment Portfolios and America's Utility
Fund, Inc.; Director, Mentor Perpetual Advisors, LLC.
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
POSITION HELD
NAME AND ADDRESS WITH A FUND PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- -------------------- -------------- ------------------------------------------------------------
<S> <C> <C>
Terry L. Perkins Treasurer Senior Vice President, Mentor Investment Group, LLC;
c/o Mentor Funds Treasurer, Mentor Institutional Trust, Cash Resource Trust,
901 E. Byrd Street Mentor Variable Investment Portfolios, Mentor Income Fund,
Richmond, VA 23219 Inc., America's Utility Fund, Inc.; formerly, Treasurer and
Comptroller, Ryland Capital Management, Inc.
Michael Wade Assistant Vice President, Mentor Investment Group, LLC Assistant
c/o Mentor Funds Treasurer Treasurer, Mentor Income Fund, Inc., Cash Resource Trust,
901 E. Byrd Street Mentor Institutional Trust, Mentor Variable Investment
Richmond, VA 23219 Portfolios and America's Utility Fund; formerly, Senior
Accountant, Wheat First Butcher Singer, Inc., Audit Senior,
BDO Seidman.
Geoffrey B. Sale Secretary Associate Vice President Mentor Investment Group, LLC;
c/o Mentor Funds Secretary, Cash Resource Trust, Mentor Institutional Trust,
901 E. Byrd Street Mentor Variable Investment Portfolios; Clerk, America's
Richmond, VA 23219 Utility Fund, Inc., Mentor Income Fund, Inc.
</TABLE>
The table below shows the fees paid to each Trustee by the Trust for the
1998 fiscal year and the fees paid to each Trustee by all funds in the Mentor
family (including the Trust) during the 1997 calendar year.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION FROM ALL
FROM THE TRUST COMPLEX FUNDS (27 FUNDS)
(FISCAL YEAR END 1998) (CALENDAR YEAR 1997)
------------------------ ----------------------------
<S> <C> <C>
Daniel J. Ludeman ............... $ 0 $ 0
Arnold H. Dreyfuss .............. $5,808 $32,000
Thomas F. Keller ................ $4,859 $32,000
Louis W. Moelchert, Jr. ......... $5,606 $32,000
J. Garnett Nelson ............... $5,393 $40,000
Troy A. Peery, Jr. .............. $5,405 $32,000
Peter J. Quinn, Jr. ............. $ 0 $ 0
Jerry R. Barrentine ............. $5,660 $40,000
Weston E. Edwards ............... $5,479 $42,000
Arch T. Allen III ............... $5,399 $35,000
</TABLE>
- ----------
The Trustees do not receive pension or retirement benefits from the Trust.
The 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.
29
<PAGE>
PRINCIPAL HOLDERS OF SECURITIES
As of November 2, 1998, the officers and Trustees of the Trust owned as a
group less than 1% of the outstanding shares of any class of the Balanced
Portfolio. To the knowledge of the Trust, no person owned of record or
beneficially more than 5% of the outstanding shares of any class of the
Portfolios as of that date, except as set forth below:
<TABLE>
<CAPTION>
PORTFOLIO HOLDER PERCENTAGE OWNERSHIP
- --------------------------------- ------------------------------- ---------------------
<S> <C> <C>
Short Duration-Income Portfolio Partnership Healthplan of Cal 7.60%
Class A Attn: Marion R. Schales CFO
421 Executive Ct North Ste #A
Suisun City, CA 94585-4019
Short Duration-Income Portfolio EVEREN Clearing Corp. 5.91%
Class A A/C 1902-3741
Calaveras County Water Dist
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611
</TABLE>
30
<PAGE>
INVESTMENT ADVISORY SERVICES
Mentor Investment Advisors, LLC ("Mentor Advisors") serves as investment
adviser to each Portfolio other than the Global Portfolio. Van Kampen
Management, Inc. ("Van Kampen") serves as sub-adviser to the Municipal Income
Portfolio and the High Income Portfolio; Wellington Management Company, LLP
("Wellington Management") serves as sub-adviser to the Income and Growth
Portfolio. Each of these sub-advisers has complete discretion to purchase and
sell portfolio securities for its respective Portfolio consistent with the
particular Portfolio's investment objective, restrictions, and policies. Mentor
Perpetual Advisors, LLC ("Mentor Perpetual") serves as investment adviser to
the Global Portfolio.
Mentor Advisors is a wholly owned subsidiary of Mentor Investment Group,
LLC, ("Mentor Investment Group") which is a subsidiary of Wheat First Butcher
Singer, Inc. ("WFBS"). Mentor Perpetual is owned equally by Mentor Advisors and
Perpetual plc, a diversified financial services holding company. 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.
On October 31, 1996, Commonwealth Investment Counsel, Inc., the investment
adviser to the Short-Duration Income and Balanced Portfolios, was reorganized
as Mentor Investment Advisors, LLC. Also on October 31, 1996, each of
Commonwealth Advisors, Inc., the investment adviser to the Capital Growth,
Income and Growth, Municipal Income, and Quality Income Portfolios, Charter
Asset Management, Inc., the investment adviser to the Growth Portfolio, and
Wellesley Advisors, Inc., the investment adviser to the Strategy Portfolio,
transferred its rights and obligations under its respective advisory contract
with the Trust to Mentor Investment Advisors, LLC. In addition, Mentor
Investment Group, Inc. and Mentor Distributors, Inc. were reorganized as Mentor
Investment Group, LLC and Mentor Distributors, LLC, respectively.
On October 29, 1996, shareholders of the Municipal Income Portfolio
approved a new sub-advisory agreement with Van Kampen which became a subsidiary
of Morgan Stanley Group, Inc.
Subject to the general oversight of the Trustees, each investment adviser
and/or sub-adviser manages the applicable Portfolio in accordance with the
stated policies of that Portfolio and of the Trust. Each makes investment
decisions for the Portfolio and places the purchase and sale orders for
portfolio transactions. The investment advisers and sub-advisers bear all their
expenses in connection with the performance of their services (except as may be
approved from time to time by the Trustees) and pay the salaries of all
officers and employees who are employed by them and the Trust.
Each Portfolio's investment adviser and/or sub-adviser provides the Trust
with investment officers who are authorized to execute purchases and sales of
securities. Investment decisions for the Trust and for the other investment
advisory clients of the investment advisers and sub-advisers and their
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 manner which in
31
<PAGE>
the investment adviser's or sub-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 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 Mentor Investment Group handles purchases and
sales under guidelines approved by investment officers of the Trust. Each
investment adviser and sub-adviser employs professional staffs of portfolio
managers who draw upon a variety of resources for research information for the
Trust.
Expenses incurred in the operation of a Portfolio or otherwise allocated
to a Portfolio, including but not limited to taxes, interest, brokerage fees
and commissions, compensation paid under a Portfolio's 12b-1 plan and the
Shareholder Service Plan, fees to Trustees who are not officers, directors,
stockholders, or employees of Wheat, First Securities, Inc. and its
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, charges for the printing of
prospectuses and statements of additional information for regulatory purposes
or for distribution, and certain costs incurred by Mentor Investment Group in
responding to shareholder inquiries as approved by the Trustees from time to
time, to shareholders, certain shareholder report charges and charges relating
to corporate matters are borne by the Portfolio.
Under the applicable Management Contract with the Trust in respect of each
Portfolio, subject to such policies as the Trustees may determine, Mentor
Advisors or Mentor Perpetual, as the case may be, at its expense, furnishes
continuously an investment program for the Portfolio and makes investment
decisions on behalf of the Portfolio. Mentor Advisors or Mentor Perpetual, as
the case may be, may place portfolio transactions with broker-dealers which
furnish Mentor Advisors or Mentor Perpetual, without cost to it, certain
research, statistical and quotation services of value to Mentor Advisors or
Mentor Perpetual and their affiliates in advising the Portfolio and other
clients. In so doing, Mentor Advisors or Mentor Perpetual may cause a Portfolio
to pay greater brokerage commissions than it might otherwise pay.
Each Management Contract provides that Mentor Advisors or Mentor
Perpetual, as the case may be, shall not be subject to any liability to a
Portfolio or to any shareholder of a Portfolio for any act or omission in the
course of or connected with rendering services to a Portfolio in the absence of
its willful misfeasance, bad faith, gross negligence, or reckless disregard of
its duties.
Each of the Management Contracts is subject to annual approval (beginning
in 2000) by (i) the Trustees or (ii) vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the affected 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 the investment adviser in question, by vote cast in person at a
meeting called for the purpose of voting on such approval. The Management
Contracts are 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 the applicable
investment adviser. Each terminates automatically in the event of its
assignment (as defined in the 1940 Act).
MANAGEMENT FEES
The investment adviser of each Portfolio receives an annual management fee
from such Portfolio (which is described in the relevant Prospectus). The
investment adviser pays a portion of that fee to any sub-adviser to the
Portfolio.
32
<PAGE>
The Portfolios paid investment advisory fees in the amounts and for the
periods indicated below (amounts shown reflect fee waivers where applicable):
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Growth Portfolio ........................ $4,204,377 $3,238,498 $2,313,470
Capital Growth Portfolio ................ 2,153,467 1,063,903 728,536
Income and Growth Portfolio ............. 1,638,729 947,267 575,647
Global Portfolio ........................ 1,612,495 998,592 368,592
Quality Income Portfolio ................ 821,411 449,325 278,216
Municipal Income Portfolio .............. 557,332 370,232 344,784
Short-Duration Income Portfolio ......... 323,574 129,833 54,833
Balanced Portfolio ...................... 31,721 8,854 6,790
</TABLE>
The investment advisers of the following Portfolios waived investment
advisory fees in the following amounts for the periods indicated below:
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Quality Income Portfolio ................ $204,530 $123,214 $217,329
Short-Duration Income Portfolio ......... 180,523 55,521 83,567
Balanced Portfolio ...................... -- 20,072 18,976
High Income Portfolio ................... 175,891 -- --
</TABLE>
The investment advisers of the following Portfolios paid sub-advisory fees
to the Portfolios' sub-advisers in the following amounts for the periods
indicated below:
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Income and Growth Portfolio ......... $575,028 $373,115 $236,071
Municipal Income Portfolio .......... 216,114 153,577 172,392
</TABLE>
ADMINISTRATIVE SERVICES
Mentor Investment Group, LLC serves as administrator to each of the
Portfolios pursuant to an Administration Agreement.
Pursuant to the Administration Agreement, Mentor Investment Group provides
continuous business management services to the Portfolios and, subject to the
general oversight of the Trustees, manages all of the business and affairs of
the Portfolios subject to the provisions of the Trust's Declaration of Trust,
By-laws and the 1940 Act, and other policies and instructions the Trustees may
from time to time establish. Mentor Investment Group pays the compensation of
all officers and executive employees of the Trust (except those employed by or
serving at the request of an investment adviser or sub-adviser) and makes
available to the Trust the services of its directors, officers, and employees
as elected by the Trustees or officers of the Trust. In addition, Mentor
33
<PAGE>
Investment Group provides all clerical services relating to the Portfolios'
business. As compensation for its services, Mentor Investment Group receives a
fee from each Portfolio calculated daily at the annual rate of .10% of a
Portfolio's average daily net assets.
The Administration Agreement must be approved at least annually with
respect to each Portfolio by a vote of a majority of the Trustees who are not
interested persons of Mentor Investment Group or the Trust. The Agreement may
be terminated at any time without penalty on 30 days notice by Mentor
Investment Group, or immediately in respect of any Portfolio upon notice by the
Trustees or by vote of a majority of the outstanding voting securities of that
Portfolio. The Agreement terminates automatically in the event of any
assignment (as defined in the 1940 Act).
The Portfolios paid administrative service fees in the following amounts
for the periods indicated below (amounts shown reflect fee waivers where
applicable):
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Growth Portfolio .................... $600,625 $462,643 $330,496
Capital Growth Portfolio ............ 269,183 132,988 91,067
Income and Growth Portfolio ......... 218,497 126,302 76,753
Global Portfolio .................... 153,750 92,753 33,508
Quality Income Portfolio ............ 174,343 95,423 82,591
Municipal Income Portfolio .......... 92,888 61,705 57,464
High Income Portfolio ............... 24,979 -- --
</TABLE>
The administrators waived administrative fees in the amounts and for the
periods indicated below:
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Short-Duration Income Portfolio ......... $101,237 37,151 $27,680
Balanced Portfolio ...................... 8,127 -- --
</TABLE>
The Portfolios also provided direct reimbursement to Mentor for certain
legal and compliance administration, investor relation and operation costs not
covered under the Investment Management Agreement. These direct reimbursements
were as follows:
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Growth Portfolio ........................ $26,735 17,457 23,289
Capital Growth Portfolio ................ 12,494 5,036 5,901
Income and Growth Portfolio ............. 10,079 4,851 5,210
Global Portfolio ........................ 6,902 3,672 2,752
Quality Income Portfolio ................ 7,964 3,617 5,005
Municipal Income Portfolio .............. 4,318 2,293 3,465
Short-Duration Income Portfolio ......... 5,085 1,443 1,842
</TABLE>
34
<PAGE>
SHAREHOLDER SERVICING PLAN
The Trust has adopted a Shareholder Servicing Plan (the "Service Plan")
with Mentor Distributors, LLC with respect to the Class A and Class B shares of
each Portfolio. Pursuant to the Service Plan, financial institutions will enter
into shareholder service agreements to provide administrative support services
to their customers who from time to time may be record or beneficial owners of
shares of one or more Portfolios. In return for providing these support
services, a financial institution may receive payments from one or more
Portfolios at a rate not exceeding .25% of the average daily net assets of the
Class A or Class B shares of the particular Portfolio or Portfolios owned by
the financial institution's customers for whom it is the holder of record or
with whom it has a servicing relationship. The Service Plan is designed to
stimulate financial institutions to render administrative support services to
the Portfolios and their shareholders. These administrative support services
include, but are not limited to, the following functions: providing office
space, equipment, telephone facilities, and various personnel including
clerical, supervisory, and computer personnel as necessary or beneficial to
establish and maintain shareholder accounts and records; processing purchase
and redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries regarding the Portfolios;
assisting clients in changing dividend options, account designations and
addresses; and providing such other services as the Portfolios reasonably
request.
In addition to receiving payments under the Service Plan, financial
institutions may be compensated by the investment adviser, a sub-adviser,
and/or Mentor Investment Group, or affiliates thereof, for providing
administrative support services to holders of Class A or Class B shares of the
Portfolios. These payments will be made directly by the investment adviser, a
sub-adviser, and/or Mentor Investment Group or affiliates, as applicable, and
will not be made from the assets of any of the Portfolios.
SHAREHOLDER SERVICES FEES
During fiscal year 1998, the Portfolios incurred shareholder service fees
in respect of Class A and Class B shares under the Service Plan as follows
(amounts shown reflect fee waivers where applicable):
<TABLE>
<CAPTION>
CLASS A CLASS B
----------- -------------
<S> <C> <C>
Growth Portfolio ......................... $255,596 $1,233,864
Capital Growth Portfolio ................. 283,728 389,229
Income and Growth Portfolio .............. 222,501 323,741
Global Portfolio ......................... 146,546 237,827
Quality Income Portfolio ................. 195,196 232,278
Municipal Income Portfolio ............... 108,151 124,069
Short-Duration Income Portfolio .......... 160,078 91,969
Balanced Portfolio ....................... 3,517 6,695
High Income Portfolio .................... 28,187 34,631
</TABLE>
35
<PAGE>
BROKERAGE TRANSACTIONS
Transactions on U.S. stock exchanges, commodities markets, and futures
markets and other agency transactions involve the payment by a 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 Trust usually includes an undisclosed dealer
commission or mark-up. In underwritten offerings, the price paid by the Trust
includes a disclosed, fixed commission or discount retained by the underwriter
or dealer. It is anticipated that most purchases and sales of securities by
funds investing primarily in certain fixed-income securities will be with the
issuer or with underwriters of or dealers in those securities, acting as
principal. Accordingly, those funds 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, each investment adviser or sub-adviser may receive brokerage and
research services and other similar services from many broker-dealers with
which such investment adviser or sub- adviser places a Portfolio's 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 adviser's or sub-adviser's managers and
analysts. Where the services referred to above are not used exclusively by the
investment adviser or sub-adviser for research purposes, the investment adviser
or sub-adviser, 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 the investment adviser
or sub-adviser and its affiliates in advising various of its clients (including
the Portfolios), although not all of these services are necessarily useful and
of value in managing all or any of the Portfolios. The management fee paid by a
Portfolio is not reduced because its investment adviser or sub-adviser or any
of their affiliates receive these services even though the investment adviser
or sub-adviser might otherwise be required to purchase some of these services
for cash.
A Portfolio's investment adviser or sub-adviser, as the case may be,
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. The investment adviser or sub-
adviser seeks the best overall terms available for the Portfolio, except to the
extent the investment adviser or sub-adviser may be permitted to pay higher
brokerage commissions as described below. In doing so, the investment adviser
or sub-adviser, 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 and financial
stability of the broker-dealer involved and the quality of service rendered by
the broker-dealer in other transactions.
36
<PAGE>
As permitted by Section 28(e) of the 1934 Act, and by the advisory and
sub-advisory agreements, a Portfolio's investment adviser or sub-adviser may
cause the Portfolio to pay a broker-dealer which provides "brokerage and
research services" (as defined in the 1934 Act) to that adviser 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. The investment adviser's or sub-adviser's authority to cause a
Portfolio to pay any such greater commissions is also subject to such policies
as the Trustees may adopt from time to time. 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,
each investment adviser and sub-adviser 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, an investment adviser or sub-adviser may consider sales of shares of
a Portfolio (and, if permitted by law, of the other funds in the Mentor family)
as a factor in the selection of broker-dealers to execute portfolio
transactions for a Portfolio.
The Trustees have determined that portfolio transactions for the Trust may
be effected through Wheat, First Securities, Inc. ("Wheat"), First Union
Brokerage Services ("FUBS"), and EVEREN Securities, Inc. ("EVEREN"),
broker-dealers affiliated with Mentor Advisors and Mentor Perpetual. 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, FUBS, 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, FUBS, and EVEREN will not
participate in brokerage commissions given by a 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. A Portfolio will in no event effect
principal transactions with Wheat, FUBS, and EVEREN in over-the-counter
securities in which Wheat, FUBS, or EVEREN makes a market.
Under rules adopted by the SEC, Wheat, FUBS, and EVEREN may not execute
transactions for a Portfolio on the floor of any national securities exchange,
but may effect transactions for a Portfolio by transmitting orders for
execution and arranging for the performance of this function by members of the
exchange not associated with them. Wheat, FUBS, and EVEREN will be required to
pay fees charged to those persons performing the floor brokerage elements out
of the brokerage compensation they receive from a Portfolio. The Trust has been
advised by Wheat that on most transactions, the floor brokerage generally
constitutes from 5% and 10% of the total commissions paid.
37
<PAGE>
BROKERAGE COMMISSIONS
The Portfolios paid brokerage commissions on brokerage transactions in the
following aggregate amounts for the periods indicated:
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Growth Portfolio ........................ $2,620,649 $1,482,817 $1,864,300
Capital Growth Portfolio ................ 920,105 275,151 299,554
Income and Growth Portfolio ............. 183,991 302,628 146,323
Global Portfolio ........................ 1,272,077 838,045 359,217
Quality Income Portfolio ................ -- 900 24,990
Municipal Income Portfolio .............. 18,968 5,044 2,422
Short-Duration Income Portfolio ......... -- -- 1,560
Balanced Portfolio ...................... 12,356 4,752 7,385
</TABLE>
The following table shows brokerage commissions paid by each of the
Portfolios to Wheat for the periods indicated:
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Growth Portfolio .................... $148,289 $101,434 $72,923
Capital Growth Portfolio ............ 104,188 29,226 54,642
Income and Growth Portfolio ......... 73,192 101,434 52,534
Balanced Portfolio .................. 193 50 --
</TABLE>
The following table shows brokerage commissions paid by each of the
Portfolios to EVEREN for the period indicated.
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR
1998 1997
------------- ------------
<S> <C> <C>
Growth Portfolio ................. $20,738 $2,331
Capital Growth Portfolio ......... 63,266 9,793
Balanced Portfolio ............... 2,023 --
</TABLE>
The brokerage commissions paid to Wheat for fiscal year 1998 amounted to
the following percentages of the aggregate brokerage commissions and brokerage
transactions paid by each Portfolio:
<TABLE>
<CAPTION>
PERCENT OF AGGREGATE
PERCENT OF AGGREGATE DOLLAR AMOUNT OF
COMMISSIONS BROKERAGE TRANSACTIONS
---------------------- -----------------------
<S> <C> <C>
Growth Portfolio .................... 5.66% 5.19%
Capital Growth Portfolio ............ 11.32% 14.26%
Income and Growth Portfolio ......... 39.78% 29.39%
Balanced Portfolio .................. 1.56% 0.32%
</TABLE>
38
<PAGE>
The brokerage commissions paid to EVEREN for fiscal year 1998 amounted to
the following percentages of the aggregate brokerage commissions and brokerage
transactions paid by each Portfolio:
<TABLE>
<CAPTION>
PERCENT OF AGGREGATE
PERCENT OF AGGREGATE DOLLAR AMOUNT OF
COMMISSIONS BROKERAGE TRANSACTIONS
---------------------- -----------------------
<S> <C> <C>
Growth Portfolio ................. 0.79% 0.71%
Capital Growth Portfolio ......... 6.88% 6.29%
Balanced Portfolio ............... 16.37% 3.89%
</TABLE>
HOW TO BUY SHARES
Except under certain circumstances described in the Trust's or an
individual Portfolio's prospectus, Class A shares of the Portfolios are sold at
their net asset value plus an applicable sales charge on days the New York
Stock Exchange is open for business. Class B shares of the Portfolios and
Institutional Shares of the Portfolios are sold at their net asset value with
no sales charge on days the New York Stock Exchange is open for business. The
procedure for purchasing Class A, Class B, and Institutional Shares of the
Portfolios is explained in the relevant Prospectus under the section entitled
"How to Buy Shares."
DISTRIBUTION
Each of the Portfolios makes payments to Mentor Distributors, LLC in
accordance with its respective Distribution Plan adopted in respect of Class B
shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
During fiscal year 1998, the Portfolios paid the following 12b-1 fees in
respect of Class B shares to Mentor Distributors as shown below:
<TABLE>
<S> <C>
Growth Portfolio ........................ $3,638,580
Capital Growth Portfolio ................ 1,227,717
Balanced Portfolio ...................... 30,319
Income and Growth Portfolio ............. 986,604
Global Portfolio ........................ 734,020
Quality Income Portfolio ................ 467,042
Municipal Income Portfolio .............. 257,381
Short-Duration Income Portfolio ......... 133,476
High Income Portfolio ................... 68,461
</TABLE>
During fiscal year 1998, 12b-1 fees of $29,451 of the number above were
waived in respect of Class B shares of the Balanced Portfolio.
39
<PAGE>
CONTINGENT DEFERRED SALES CHARGES
During fiscal year 1998, Mentor Distributors received the following
contingent deferred sales charges with respect to Class B shares:
<TABLE>
<S> <C>
Growth Portfolio ........................ $500,690
Capital Growth Portfolio ................ 132,159
Income and Growth Portfolio ............. 163,091
Global Portfolio ........................ 179,805
Quality Income Portfolio ................ 137,341
Municipal Income Portfolio .............. 26,436
Short-Duration Income Portfolio ......... 90,668
High Income Portfolio ................... 17,592
</TABLE>
UNDERWRITING COMMISSIONS
The following table shows the approximate amount of underwriting
commissions retained by Mentor Distributors (and any predecessor) in respect of
Class A and Class B shares for each Portfolio for the periods indicated:
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Growth Portfolio ........................ $231,016 $116,796 38,398
Capital Growth Portfolio ................ 320,353 63,786 $10,477
Income and Growth Portfolio ............. 169,108 59,230 15,762
Global Portfolio ........................ 113,331 66,416 23,038
Quality Income Portfolio ................ 104,891 37,516 9,062
Municipal Income Portfolio .............. 80,007 21,433 4,110
Short-Duration Income Portfolio ......... 4,833 867 186
High Income Portfolio ................... 56,138 -- --
</TABLE>
DETERMINING NET ASSET VALUE
A Portfolio determines the net asset value per share of each class once
each day the New York Exchange (the "Exchange") is open as of the close of
regular trading on the Exchange. Currently, the Exchange is closed Saturdays,
Sundays and the following holidays: New Year's Day, Dr. Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, the Fourth of July, Labor Day,
Thanksgiving and Christmas.
Securities for which market quotations are readily available are valued at
prices which, in the opinion of a Portfolio's investment adviser or
sub-adviser, most nearly represent the market values of such securities.
Currently, such prices are determined using the last reported sale price or, if
no sales are reported (as in the case of some securities traded
over-the-counter), the last reported bid price, except that certain U.S.
Government securities are stated at the mean between the last reported bid and
asked prices. Short-term investments having remaining maturities of 60 days or
less are stated at amortized cost, which approximates market value. All other
40
<PAGE>
securities and assets are valued at their fair value following procedures
approved by the Trustees. Liabilities are deducted from the total, and the
resulting amount is divided by the number of shares of the class outstanding.
Reliable market quotations are not considered to be readily available for
long-term corporate bonds and notes, certain preferred stocks, tax-exempt
securities, or certain foreign securities. These investments are stated at fair
value on the basis of valuations furnished by pricing services approved by the
Trustees, which determine valuations for normal, institutional- size trading
units of such securities using methods based on market transactions for
comparable securities and various relationships between securities which are
generally recognized by institutional traders.
If any securities held by a Portfolio are restricted as to resale, the
Portfolio's investment adviser or sub-adviser determines their fair values. The
fair value of such securities is generally determined as the amount which a
Portfolio could reasonably expect to realize from an orderly disposition of
such securities over a reasonable period of time. The valuation procedures
applied in any specific instance are likely to vary from case to case. However,
consideration is generally given to the financial position of the issuer and
other fundamental analytical data relating to the investment and to the nature
of the restrictions on disposition of the securities (including any
registration expenses that might be borne by the Portfolio in connection with
such disposition). In addition, specific factors are also generally considered,
such as the cost of the investment, the market value of any unrestricted
securities of the same class (both at the time of purchase and at the time of
valuation), the size of the holding, the prices of any recent transactions or
offers with respect to such securities and any available analysts' reports
regarding the issuer.
In the case of certain fixed-income securities, including certain less
common mortgage-backed securities, market quotations are not readily available
to the Portfolios on a daily basis, and pricing services may not provide price
quotations. In such cases, the Portfolio's investment adviser or sub-adviser is
typically able to obtain dealer quotations for each of the securities on at
least a weekly basis. On any day when it is not practicable for the investment
adviser or sub- adviser to obtain an actual dealer quotation for a security,
the investment adviser or sub-adviser may reprice the securities based on
changes in the value of a U.S. Treasury security of comparable duration. When
the next dealer quotation is obtained, the investment adviser or sub-adviser
compares the dealer quote against the price obtained by it using its U.S.
Treasury-spread calculation, and makes any necessary adjustments to its
calculation methodology. The investment adviser or sub-adviser attempts to
obtain dealer quotes for each security at least weekly, and on any day when
there has been an unusual occurrence affecting the securities which, in the
investment adviser or sub-adviser's view, makes pricing the securities on the
basis of U.S. Treasuries unlikely to provide a fair value of the securities.
Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the
Exchange. The values of these securities used in determining the net asset
value of a class of shares are computed as of such times. Also, because of the
amount of time required to collect and process trading information as to large
numbers of securities issues, the values of certain securities (such as
convertible bonds, U.S. Government securities, and tax-exempt securities) are
determined based on market quotations collected earlier in the day at the
latest practicable time prior to the close of the Exchange. Occasionally,
events affecting the value of such securities may occur between such times and
the close of the Exchange which will not be reflected in the computation of net
asset value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair value
following procedures approved by the Trustees.
41
<PAGE>
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of
business on each business day in New York (i.e., a day on which the Exchange is
open). In addition, European or Far Eastern securities trading generally or in
a particular country or countries may not take place on all business days in
New York. Furthermore, trading takes place in Japanese markets on certain
Saturdays and in various foreign markets on days which are not business days in
New York and on which net asset value is not calculated. A Portfolio calculates
net asset value per share of each class, and therefore effects sales,
redemptions and repurchases of its shares, as of the close of the Exchange once
on each day on which the Exchange is open. Such calculation does not take place
contemporaneously with the determination of the prices of the majority of the
portfolio securities used in such calculation. If events materially affecting
the value of such securities occur between the time when their price is
determined and the time when a classes' net asset value is calculated, such
securities will be valued at fair value as determined in good faith by
procedures approved as required by the Trustees.
REDEMPTIONS IN KIND
Although each Portfolio intends to redeem Class A, Class B and
Institutional Shares in cash, it reserves the right under certain circumstances
to pay the redemption price in whole or in part by a distribution of securities
from its investment portfolio. Redemptions in kind will be made in conformity
with applicable SEC rules, taking such securities at the same value employed in
determining net asset value and selecting the securities in a manner that the
Trustees determine to be fair and equitable. The Trust has elected to be
governed by Rule 18f-1 of the 1940 Act, under which a Portfolio is obligated to
redeem shares for any one shareholder in cash only up to the lesser of $250,000
or 1% of the respective classes' net asset value during any 90-day period.
TAXES
Each 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, a Portfolio will not be subject to federal
income tax on any of its net investment income or net realized capital gains
that are distributed to shareholders. A 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," a 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 but not limited to 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 market value of
its total assets consists of cash and cash items, U.S. Government Securities,
securities of other regulated investment companies, and other securities
limited generally with respect to any one issuer to not more than 5% of the
value of its total assets and not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities (other than those of the U.S. Government
or other regulated investment companies) of any issuer or of two or more
issuers which the Portfolio controls and which are engaged in the same,
similar, or related trades or
42
<PAGE>
businesses. 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 the sum of its taxable net investment
income, its net tax-exempt income, and the excess, if any, of net short-term
capital gains over net long-term capital losses for such year.
If a Portfolio failed to qualify as a regulated investment company
accorded special tax treatment in any taxable year, the Portfolio would be
subject to tax on its taxable income at corporate rates, and all distributions
from earnings and profits, including any distributions of net tax-exempt income
and net long-term capital gains, would be taxable to shareholders as ordinary
income. In addition, a Portfolio could be required to recognize unrealized
gains, pay substantial taxes and interest and make substantial distributions
before requalifying as a regulated investment company that is accorded special
tax treatment.
If a Portfolio fails to distribute in a calendar year substantially all of
its taxable ordinary income for such year and substantially all of its capital
gain net income for the one-year period ending October 31, plus any retained
amount from the prior year, the Portfolio will be subject to a 4% excise tax on
the undistributed amounts. A dividend paid to shareholders by a Portfolio in
January of a year generally is deemed to have been paid by the Portfolio on
December 31 of the preceding year, if the dividend was declared and payable to
shareholders of record on a date in October, November or December of that
preceding year. Each Portfolio intends generally to make distributions
sufficient to avoid imposition of the 4% excise tax.
Distributions from a Portfolio (other than exempt-interest dividends, as
discussed below) will be taxable to shareholders as ordinary income to the
extent derived from the Portfolio's investment income and net short-term gains.
Distributions of net capital gain (that is, the excess of net gains from
capital assets held by the Portfolio for more than one year over net losses
from capital assets held for not more than one year) that are designed as
capital gain dividends will be taxable to shareholders as long-term capital
gain, which is generally taxable to individuals at a 20% rate.
Dividends and distributions on a Portfolio's shares are generally subject
to federal income tax as described herein to the extent they do not exceed the
Portfolio's realized income and gains, even though such dividends and
distributions may economically represent a return of a particular shareholder's
investment. Such distributions are likely to occur in respect of shares
purchased at a time when a Portfolio's net asset value reflects gains that are
either unrealized, or realized but not distributed. Such realized gains may be
required to be distributed even when a Portfolio's net asset value also
reflects unrealized losses.
EXEMPT-INTEREST DIVIDENDS. A 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
Portfolio's assets consists of obligations the interest on which is exempt from
federal income tax. Distributions that a Portfolio properly designates as
exempt-interest dividends are treated by shareholders as interest excludable
from their gross income for federal income tax purposes but may be taxable for
federal alternative minimum tax purposes and for state and local purposes. If a
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, or 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 a Portfolio paying
exempt-interest dividends is not deductible. The portion of interest that is
not
43
<PAGE>
deductible is equal to the total interest paid or accrued on the indebtedness,
multiplied by the percentage of a Portfolio's total distributions (not
including distributions from net capital gain) 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.
A 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.
HEDGING TRANSACTIONS. If a Portfolio engages in hedging transactions,
including hedging transactions in options, futures contracts, and straddles, or
other similar transactions, it will be subject to special tax rules (including
constructive sale, mark-to-market, straddle, wash sale, and short sale rules),
the effect of which may be to accelerate income to the Portfolio, defer losses
to the Portfolio, cause adjustments in the holding periods of the Portfolio's
securities, or convert short-term capital losses into long-term capital losses.
These rules could therefore affect the amount, timing and character of
distributions to shareholders. Each Portfolio will endeavor to make any
available elections pertaining to such transactions in a manner believed to be
in the best interests of the Portfolio.
RETURN OF CAPITAL DISTRIBUTIONS. If a Portfolio makes a distribution to
you in excess of its current and accumulated "earnings and profits" allocable
to such distribution, the excess distribution will be treated as a return of
capital to the extent of your tax basis in your shares, and thereafter as
capital gain. A return of capital is not taxable, but it reduces your tax basis
in your shares, thus reducing any loss or increasing any gain on a subsequent
taxable disposition by you or your shares.
SECURITIES ISSUED OR PURCHASED AT A DISCOUNT. A 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 Portfolio to
accrue and distribute income not yet received. In order to generate sufficient
cash to make the requisite distributions, a Portfolio may be required to sell
securities in its portfolio that it otherwise would have continued to hold.
FOREIGN CURRENCY-DENOMINATED SECURITIES AND RELATED HEDGING TRANSACTIONS.
A Portfolio's transactions in foreign currencies, foreign currency-denominated
debt securities and certain foreign currency options, futures contracts, and
forward contacts (and similar instruments) may give rise to ordinary income or
loss to the extent such income or loss results from fluctuations in the value
of the foreign currency concerned.
Certain of a Portfolio's transactions, if any, in foreign currencies or
foreign currency-denominated instruments are likely to produce a difference
between its book income and its taxable income. If a Portfolio's book
44
<PAGE>
income exceeds its taxable income, the distribution (if any) of such excess
will be treated as a dividend to the extent of the Portfolio's remaining
earnings and profits (including earnings and profits arising from tax-exempt
income), and thereafter as a return of capital or as gain from the sale or
exchange of a capital asset, as the case may be. If a Portfolio's book income
is less than its taxable income, the Portfolio could be required to make
distributions exceeding book income to qualify as a regulated investment
company that is accorded special tax treatment.
FOREIGN TAX CREDIT. If more than 50% of a Portfolio's assets at year end
consists of the stock or securities of foreign corporations, the Portfolio may
elect to permit shareholders to claim a credit or deduction on their income tax
returns for their pro rata portion of qualified taxes paid by the Portfolio to
foreign countries in respect of foreign securities the Portfolio has held for
at least the minimum period, if any, specified in the Code. In such a case,
shareholders will include in gross income from foreign sources their pro rata
shares of such taxes. A shareholder's ability to claim a foreign tax credit or
deduction in respect of foreign taxes paid by the Portfolio may be subject to
certain limitations imposed by the Code, as a result of which a shareholder may
not get a full credit or deduction for the amount of such taxes. Shareholders
who do not itemize on their federal income tax returns may claim a credit (but
no deduction) for such foreign taxes.
PASSIVE FOREIGN INVESTMENT COMPANIES. Investment by a Portfolio in certain
"passive foreign investment companies" ("PFICs") could subject the Portfolio to
a U.S. federal income tax (including interest charges) on distributions
received from the company or on proceeds received from the disposition of
shares in the company, which tax cannot be eliminated by making distributions
to Portfolio shareholders. However, the Portfolio in certain circumstances, may
elect to treat a passive foreign investment company as a "qualified electing
fund," in which case the Portfolio will be required to include its share of the
company's income and net capital gain in income annually, regardless of whether
it receives any distribution from the company. The Portfolio also may make an
election to mark the gains (and to a limited extent losses) in such holdings
"to the market" as though it had sold and repurchased its holdings in those
PFICs on the last day of the Portfolio's taxable year. Such gains and losses
are treated as ordinary income and loss, as are gains on disposition of the
stock and losses on disposition of the stock is to the extent of previous
inclusions in income. The qualified electing fund and mark-to-market elections
may have the effect of accelerating the recognition of income (without the
receipt of cash) and increasing the amount required to be distributed for the
Portfolio to avoid taxation. Making either of these elections therefore may
require a Portfolio to liquidate other investments (including when it is not
advantageous to do so) to meet its distribution requirement, which also may
accelerate the recognition of gain and affect a Portfolio's total return.
SALE OR REDEMPTION OF SHARES. The sale, exchange or redemption of
Portfolio shares may give rise to a gain or loss. In general, any gain realized
upon a taxable disposition of shares held for more than one year will be taxed
as long-term capital gain. Such gain is, in the case of an individual,
generally taxed at a 20% rate. However, if a shareholder sells shares at a loss
within six months of purchase, any loss will be disallowed for federal income
tax purposes to the extent of any exempt-interest dividends received on such
shares. In addition, any loss (not already disallowed as provided in the
preceding sentence) realized upon a taxable disposition of shares held for six
months or less will be treated as long-term, rather than short-term, capital
loss to the extent of any long-term capital gain distributions received by the
shareholder with respect to the shares. All or a portion of any loss realized
upon a taxable disposition of Portfolio shares will be disallowed if other
Portfolio shares
45
<PAGE>
are purchased within 30 days before or after the disposition. In such a case,
the basis of the newly purchased shares will be adjusted to reflect the
disallowed loss.
SHARES PURCHASED THROUGH TAX-QUALIFIED PLANS. Special tax rules apply to
investments through defined contribution plans and other tax-qualified plans.
Shareholders should consult their tax adviser to determine the suitability of
shares of a Portfolio as an investment through such plans and the precise
effect of an investment on their particular tax situation.
BACKUP WITHHOLDING. A Portfolio generally is required to withhold and
remit to the U.S. Treasury 31% of the taxable dividends and other distributions
(including in redemption of Portfolio shares) paid to any individual
shareholder who fails to furnish the Portfolio with a correct taxpayer
identification number (TIN), who has under- reported dividend or interest
income, or who fails to certify to the Portfolio that he or she is not subject
to such withholding. Shareholders who fail to furnish their current TIN are
subject to a penalty of $50 for each such failure unless the failure is due to
reasonable cause and not wilful neglect. An individual's taxpayer
identification number is his or her social security number.
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, distributions, and redemption proceeds
also may be subject to state, local, foreign and other taxes. Shareholders are
urged to consult their tax advisers regarding specific questions as to federal,
state, local or foreign 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 the 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).
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP, located at 99 High Street, Boston, Massachusetts
02110, are the Trust's independent accountants, providing audit services, tax
return review and other tax consulting services.
CUSTODIAN
Investors Fiduciary Trust Company, located at 127 West 10th Street, Kansas
City, Missouri, is the custodian of each Portfolio, except that State Street
Bank & Trust Company, P.O. Box 8602, Boston, Massachusetts serves as custodian
to the Global Portfolio and as the foreign custodian to each of the other
Portfolios in respect of foreign assets. 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.
46
<PAGE>
PERFORMANCE INFORMATION
(SHOWN THROUGH SEPTEMBER 30, 1998)
The table below shows the average annual total return of Class A shares
and Class B shares for the one-, five- and ten-year periods (or for the life of
a class if shorter)**:
<TABLE>
<CAPTION>
SINCE INCEPTION
CLASS A SHARES 1 YEAR 5 YEARS OR 10 YEARS
- ------------------------------------------ ------------ ----------- ----------------
<S> <C> <C> <C>
Growth Portfolio* ........................ -26.57% N/A 11.47%
Capital Growth Portfolio ................. 4.34% 15.75% 13.57%
Balanced Portfolio ....................... N/A N/A -5.78%
Income and Growth Portfolio .............. -0.29% 12.62% 12.84%
Global Portfolio ......................... -10.44% N/A 8.50%
Quality Income Portfolio ................. 4.71% 5.31% 5.51%
Municipal Income Portfolio ............... 3.12% 4.53% 6.79%
Short-Duration Income Portfolio* ......... 5.89% N/A 5.94%
High Income Portfolio .................... N/A N/A -11.19%
</TABLE>
<TABLE>
<CAPTION>
SINCE INCEPTION
CLASS B SHARES 1 YEAR 5 YEARS OR 10 YEARS
- ------------------------------------------ ------------ --------- ----------------
<S> <C> <C> <C>
Growth Portfolio* ........................ -25.53% 9.87% 8.19%
Capital Growth Portfolio ................. 5.86% 16.17% 13.84%
Balanced Portfolio ....................... 8.75% N/A 17.69%
Income and Growth Portfolio .............. 1.22% 12.67% 14.70%
Global Portfolio ......................... -9.23% N/A 8.89%
Quality Income Portfolio ................. 5.46% 5.65% 7.14%
Municipal Income Portfolio ............... 3.70% 4.85% 6.90%
Short-Duration Income Portfolio* ......... 2.68% N/A 5.52%
High Income Portfolio .................... N/A N/A -7.86%
</TABLE>
<TABLE>
<CAPTION>
SINCE INCEPTION
CLASS Y SHARES 1 YEAR 5 YEARS OR 10 YEARS
- ------------------------------------------ -------- --------- ----------------
<S> <C> <C> <C>
Growth Portfolio* ........................ N/A N/A -18.36%
Capital Growth Portfolio ................. N/A N/A 10.56%
Balanced Portfolio* ...................... N/A N/A 0.00%
Income and Growth Portfolio .............. N/A N/A 7.29%
Global Portfolio ......................... N/A N/A 1.60%
Quality Income Portfolio ................. N/A N/A 8.94%
Municipal Income Portfolio ............... N/A N/A 7.51%
Short-Duration Income Portfolio* ......... N/A N/A 6.64%
High Income Portfolio .................... N/A N/A N/A
</TABLE>
- ----------
* Prior to May 30, 1995, the Balanced, Growth, and Short-Duration Income
Portfolios only offered one class of shares. Total return information prior
to this date is shown under the Class B share table. As a result, the
annual total return information beyond the one-year period shown above for
the Balanced, Growth, and
47
<PAGE>
Short-Duration Income Portfolios reflects various sales charges currently
not applicable to the Portfolios. The Balanced, Growth, and Short-Duration
Portfolios are the successors to Mentor Balanced Fund, Mentor Growth Fund,
and Mentor Short-Duration Income Fund, respectively, each of which was
previously a series of shares of beneficial interest of Mentor Series Trust.
For fiscal 1994, none of these Funds bore a front-end sales charge, but each
of them was subject to a maximum contingent deferred sales charge of 5%.
** No Institutional Shares were outstanding for these periods.
Total return for the one-, five-, and ten-year periods for each class of
shares of a Portfolio (or for the life of a class, if shorter) is determined by
calculating the actual dollar amount of investment return on a $1,000
investment in shares of that class at the beginning of the period, and then
calculating the annual compounded rate of return which would produce that
amount. Total return for a period of one year is equal to the actual return of
the particular class of a Portfolio during that period. Total return
calculations assume deduction of a classes' maximum front-end or contingent
deferred sales charge, if any, and reinvestment of all distributions at net
asset value on their respective reinvestment dates.
All data are based on past performance and do not predict future results.
YIELD AND TAX-EQUIVALENT YIELD
The thirty-day yield for Class A shares and Class B shares of certain of
the Portfolios for the period ending September 30, 1998, was as follows*:
<TABLE>
<CAPTION>
CLASS A CLASS B
--------- ----------
<S> <C> <C>
Quality Income Portfolio ................. 4.59% 4.32%
Municipal Income Portfolio ............... 3.99% 3.69%
Short-Duration Income Portfolio .......... 4.81% 4.57%
High Income Portfolio .................... 10.37% 10.36%
</TABLE>
The tax-equivalent yield for the Municipal Income Portfolio for the
thirty-day period ended September 30.
<TABLE>
<S> <C>
Class A ............... 6.61%
Class B ............... 6.11%
</TABLE>
- ----------
* No Institutional Shares were outstanding for these periods.
Yield for each class is presented for a specified thirty-day period (the
"base period"). Yield is based on the amount determined by (i) calculating the
aggregate amount of dividends and interest earned by a class of shares of a
Portfolio during the base period less expenses accrued for that period, and
(ii) dividing that amount by the product of (A) the average daily number of
shares of the class outstanding during the base period and entitled to receive
dividends and (B) the net asset value per share of the class on the last day of
the base period. The result is annualized on a compounding basis to determine
the yield. For this calculation, interest earned on debt obligations held by a
Portfolio is generally calculated using the yield to maturity (or first
expected call date) of such obligations based on their market values (or, in
the case of receivables-backed securities such as GNMA's, based on costs).
Dividends on equity securities are accrued daily at their stated dividend
rates.
48
<PAGE>
To the extent that financial institutions and broker/dealers charge fees
in connection with services provided in conjunction with an investment in a
Portfolio, the performance will be reduced for those shareholders paying those
fees.
The tax-equivalent yield for Class A shares of the Municipal Income
Portfolio for the thirty-day period ending September 30, 1998, was 6.61%. The
tax-equivalent yield for that Portfolio's Class B shares was 6.11% for the same
period. The tax-equivalent yield for all classes of shares of the Municipal
Income Portfolio is calculated similarly to the yield, but is adjusted to
reflect the taxable yield that the Portfolio would have had to earn to equal
its actual yield, assuming a 39.6% tax rate (the maximum effective federal rate
for individuals) and assuming that income is 100% tax-exempt.
The Municipal Income Portfolio may also use a tax-equivalency table in
advertising and sales literature. The interest earned by the municipal bonds in
the Portfolio's investment portfolio generally remains free from federal
regular income tax but may be subject to state and local taxes. (Some portion
of the Portfolio's income may be subject to federal alternative minimum tax and
state and local taxes.) Capital gains, if any, are subject to federal, state
and local tax.
At times, a Portfolio's investment adviser or sub-adviser may reduce its
compensation or assume expenses of the Portfolio in order to reduce the
Portfolio's expenses. Any such fee reduction or assumption of expenses would
increase a classes' yield and total return during the period of the fee
reduction or assumption of expenses.
Total return may be presented for other periods or without giving effect
to any contingent deferred sales charge. Any quotation of total return or yield
not reflecting the front-end or contingent deferred sales charge would be
reduced if such sales charges were reflected.
EQUIVALENT YIELDS: TAX-EXEMPT VERSUS TAXABLE SECURITIES
FOR THE MUNICIPAL INCOME PORTFOLIO
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 currently in effect for 1998. 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%.
49
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO --
FEDERAL TAXABLE EQUIVALENT YIELD TABLE-1998 RATES
<TABLE>
<CAPTION>
EFFECTIVE
FEDERAL FEDERAL FEDERAL
TAXPAYER TAXABLE TAX TAX
YEAR STATUS INCOME BRACKET RATE
- -------- ---------- ------------------ ----------- ----------
<S> <C> <C> <C> <C>
1998 MARRIED $ 0-42,350 15.00% 15.00%
$ 42,351-102,300 28.00% 28.00%
$102,301-124,500 31.00% 31.00%
$124,501-155,950 31.00% 31.93%
$155,951-278,450 36.00% 37.08%
OVER $278,450 39.60% 40.79%
1998 SINGLE $ 0-25,350 15.00% 15.00%
$ 25,351-61,400 28.00% 28.00%
$ 61,401-124,500 31.00% 31.00%
$124,501-128,500 31.00% 31.93%
128,101-278,450 36.00% 37.08%
OVER $278,450 39.60% 40.79%
<CAPTION>
TAX-FREE YIELD
----------------------------------------------------------------------------------------------------
2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% 10.00%
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
YEAR
- -------- TAXABLE EQUIVALENT YIELD
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1998 2.35% 3.53% 4.71% 5.88% 7.06% 8.24% 9.41% 10.59% 11.76%
2.78% 4.17% 5.56% 6.94% 8.33% 9.72% 11.11% 12.50% 13.89%
2.90% 4.35% 5.80% 7.25% 8.70% 10.14% 11.59% 13.04% 14.49%
2.94% 4.41% 5.88% 7.35% 8.81% 10.28% 11.75% 13.22% 14.69%
3.18% 4.77% 6.36% 7.95% 9.54% 11.13% 12.71% 14.30% 15.89%
3.38% 5.07% 6.76% 8.44% 10.13% 11.82% 13.51% 15.20% 16.89%
1998 2.35% 3.53% 4.71% 5.88% 7.06% 8.24% 9.41% 10.59% 11.76%
2.78% 4.17% 5.56% 6.94% 8.33% 9.72% 11.11% 12.50% 13.89%
2.90% 4.35% 5.80% 7.25% 8.70% 10.14% 11.59% 13.04% 14.49%
2.94% 4.41% 5.88% 7.35% 8.81% 10.28% 11.75% 13.22% 14.69%
3.18% 4.77% 6.36% 7.95% 9.54% 11.13% 12.71% 14.30% 15.89%
3.38% 5.07% 6.76% 8.44% 10.13% 11.82% 13.51% 15.20% 16.89%
</TABLE>
- ---------
Note: This tables reflects the following:
1 Taxable Income, as reflected in the above table, equals Federal adjusted
gross income (AGI), less personal exemptions and itemized deductions.
However, certain itemized deductions are reduced by the lesser of (i) three
percent of the amount of the taxpayer's AGI over $124,500, or (ii) 80
percent of the amount of such itemized deductions otherwise allowable. The
effect of the three percent phase out on all itemized deductions and not
just those deductions subject to the phase out is reflected above in the
combined Federal and state tax rates through the use of higher effective
Federal tax rates. In addition, the effect of the 80 percent cap on overall
percent cap on overall itemized deductions is not reflected on this tables.
Federal income tax rules also provide that personal exemptions are phased
out at a rate of two percent for each $2,500 (or fraction thereof) of AGI in
excess of $186,800 for married taxpayers filing a joint tax return and
$124,500 for single taxpayers. The effect of the phase out of personal
exemmptions is not reflected in the above table.
2 The effect of state income taxes are not considered in the above table. Such
consideration would increase the taxable equivalent yield to the extent that
the municipal obligations are issued by the taxpayer's state o f residence.
3 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. This provision is not incorporated into the table.
4 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determinig yields. Instead, the tax rates used
are the highest marginal tax rates applicable to the income levcels
indicated within each bracket.
5 Interest earned on all municipal obligations may cause certain investors to
be subject to tax on a portion of their Social Security an/dor railroad
retirement benefits. The effect of this provision is not included in the
above table.
50
<PAGE>
MEMBERS OF INVESTMENT MANAGEMENT TEAMS
The following persons are investment personnel of the Portfolio's
investment advisers, as indicated.
MENTOR INVESTMENT ADVISORS, LLC
LARGE CAPITALIZATION QUALITY EQUITY GROWTH
JOHN G. DAVENPORT, CFA -- MANAGING DIRECTOR, CHIEF INVESTMENT OFFICER
Mr. Davenport has 12 years of investment management experience. He joined the
firm after leading equity research at the investment management firm of Lowe,
Brockenbrough, & Tattersall, Inc. Mr. Davenport graduated from the University
of Richmond and has an MBA from the University of Virginia.
RICHARD H. SKEPPSTROM II -- SENIOR VICE PRESIDENT, PORTFOLIO MANAGER
Mr. Skeppstrom has 7 years of investment management experience. Before joining
the firm he was a global portfolio analyst for Saudi International Bank
Portfolio Advisors. Mr. Skeppstrom began his career as a pension and benefit
analyst at Johnson & Higgins of Virginia. He has earned both an undergraduate
degree and an MBA from the University of Virginia.
CHRISTOPHER W. RUSBULDT, CFA -- VICE PRESIDENT, PORTFOLIO MANAGER
Mr. Rusbuldt joined the firm in 1995 and has 7 years' investment experience.
Previously, he was an equity research analyst for Wheat First Butcher Singer.
He began his career as a banker in the corporate group at NationsBank. Mr.
Rusbuldt is a graduate of the University of Virginia.
RICHARD L. RICE -- VICE PRESIDENT, PORTFOLIO MANAGER
Mr. Rice has 22 years' experience in the securities industry. Before joining
Mentor, he was a partner in Parata Analytics Research. Prior responsibilities
include research for Signet Asset Management, senior research analyst for
Capitoline Investment Services, and positions in research at Atlanta
Corporation and Southwest Banking, Inc. Mr. Rice is a graduate of the
University of Florida and has completed graduate work at Georgia State
University.
STEVEN A. CERTO -- VICE PRESIDENT, PORTFOLIO MANAGER
Mr. Certo joined the firm in 1997, from the equity research department of Wheat
First Butcher Singer where he was a research analyst following the software
industry. Mr. Certo served five years as an intelligence officer in the US
Navy. His professional background also includes a year as an investment
representative for Edward Jones and Co. He is a graduate of Iona College and is
a level III candidate in the CFA program.
ACTIVE FIXED-INCOME
P. MICHAEL JONES, CFA -- MANAGING DIRECTOR, CHIEF INVESTMENT OFFICER
Mr. Jones has 12 years of investment management experience. He is the manager
of Mentor Short-Duration Income Portfolio and Mentor Quality Income Portfolio,
as well as Mentor Income Fund, a $120 million closed-end bond fund. Mr. Jones
is responsible for the design and implementation of the fixed-income group's
proprietary analytical system. He has worked as an investment manager at Ryland
Capital Management, Alliance Capital Management, and Central Fidelity Bank. Mr.
Jones earned an undergraduate degree from the College of William and Mary, and
an MBA from the Wharton School of the University of Pennsylvania.
DENNIS F. CLARY, CFA -- SENIOR VICE PRESIDENT, PORTFOLIO MANAGER
Mr. Clary joined Mentor in 1998 and has over 20 years of investment management
experience. Prior to joining Mentor's Fixed Income Team, he worked for three
years as a Vice President and Senior Portfolio Manager for
51
<PAGE>
First America Investment Corporation. He previously was employed for four years
as a Vice President and Portfolio Manager at CSI Asset Management, Inc. and
prior to that for four years in a similar role by Investment & Capital
Management Corporation. Mr. Clary received his BA and MBA degrees from Ohio
State University.
TIMOTHY ANDERSON, CFA -- SENIOR VICE PRESIDENT, PORTFOLIO MANAGER
Mr. Anderson has 8 years of investment management experience. He joined Mentor
in June, 1998. Prior to joining Mentor's Fixed-Income Team, he worked for two
years as a Senior Fixed Income Analyst at Investment Advisors, Inc. Previous to
that he was employed for five years as a Senior Investment Analyst at St. Paul
Fire & Marine Insurance Company and for two years as an Analyst for Duff &
Phelps Credit Rating Company. He received a BS degree from DePaul University
and an MBA degree from the University of Chicago.
TODD C. KUIMJIAN -- PORTFOLIO MANAGER
Mr. Kuimjian has 4 years of investment management experience. He joined the
Fixed-Income Team in January, 1997, initially as a Research Analyst and later
as a Portfolio Manager. Prior to joining the Fixed-Income Team, Mr. Kuimjian
served Mentor as an investment accountant/systems analyst and later as a senior
investment administrator within Mentor's investment services group. Mr.
Kuimjian is a Certified Public Accountant and received his BS degree from
Virginia Polytechnic Institute.
SMALL CAPITALIZATION EQUITY GROWTH
THEODORE W. PRICE, CFA -- MANAGING DIRECTOR, CHIEF INVESTMENT OFFICER
Mr. Price has 30 years of investment management experience. Prior to
establishing the small/mid cap. management style, Mr. Price served for 10 years
as vice chairman and portfolio manager of the investment management subsidiary
of Wheat First Butcher Singer. In 1985, he established the equity retail mutual
fund, Mentor Growth Portfolio, which today represents nearly $600 million in
assets. He is a member of the Richmond Society of Financial Analysts. Mr. Price
earned both BA and MBA degrees from the University of Virginia.
LINDA A. ZIGLAR, CFA -- MANAGING DIRECTOR, PORTFOLIO MANAGER
Ms. Ziglar has 19 years investment management experience. Ms. Ziglar joined the
firm in 1991 after serving seven years as vice president of Federal Investment
Counseling and Federated Research Corporation in Pittsburgh. While at
Federated, Ms. Ziglar shared responsibility for the management of more than
$300 million in mutual fund and separate account assets. She is a member of the
Richmond Society of Financial Analysts, the Financial Analysts Federation, and
a former officer of the Pittsburgh Society of Financial Analysts. Ms. Ziglar is
a summa cum laude, Phi Beta Kappa graduate of Randolph-Macon Woman's College.
She earned an MBA from the University of Pittsburgh.
JEFFREY S. DRUMMOND, CFA -- SENIOR VICE PRESIDENT, PORTFOLIO MANAGER
Mr. Drummond joined the firm in 1993 after five years in investment strategy at
Wheat First Butcher Singer. While working with Wheat's chief investment
strategist, he shared responsibility for the management of the Strategic
Sectors Portfolio. He is a member of the Richmond Society of Financial
Analysts. Mr. Drummond graduated cum laude from the University of Richmond.
CASH MANAGEMENT
R. PRESTON NUTTALL, CFA -- MANAGING DIRECTOR, CHIEF INVESTMENT OFFICER
Mr. Nuttall has more than 30 years of investment management experience. Prior
to Mentor Advisors, he led
52
<PAGE>
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 -- SENIOR VICE PRESIDENT, PORTFOLIO MANAGER
Mr. White has 12 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.
GREGORY S. KAPLAN -- ASSOCIATE VICE PRESIDENT, PORTFOLIO MANAGER
Mr. Kaplan brings over 6 years of analytical and investment experience to
Mentor. Prior to joining the firm, Mr. Kaplan served for four years as a credit
specialist analyzing commercial credit for NationsBank. He began his career in
the Investment Services division of Prudential Insurance. Mr. Kaplan is a
graduate of Rutgers University and earned his MBS from the Pamplin College of
Business at Virginia Polytechnic Institute and State University.
MENTOR PERPETUAL ADVISORS, LLC
MARTIN ARBIB -- CHAIRMAN, PERPETUAL PORTFOLIO MANAGEMENT
Mr. Arbib is chairman and founder of Perpetual, a partner in the Mentor
Perpetual Advisors joint venture, where he currently leads investment
management. A chartered Accountant, he has 22 years' investment management
experience.
BOB YERBURY -- CHIEF INVESTMENT OFFICER
Mr. Yerbury has 24 years' investment management experience, with over 21 years'
experience in North American stock markets, and has been part of the Perpetual
team for 13 years. Before joining Perpetual, he was a portfolio manager with
Equity & Law Assurance Company. Mr. Yerbury is a graduate of Cambridge
University.
STEPHEN WHITTAKER -- UK TEAM LEADER
Mr. Whittaker joined Perpetual eight years ago and has 16 years' investment
management experience. Prior to joining Perpetual, he was responsible for UK
equity funds for the Save & Prosper Group. He began his fund management career
with Rowe & Pitman after graduation from Manchester University.
MARGARET RODDAN -- EUROPE TEAM LEADER
Ms. Roddan has 11 years of investment management experience, three years with
Perpetual. She joined Perpetual from Mercury Asset Management, where she shared
responsibility for management of continental European equity holdings. She
began her career with the National Provident Institution. Ms. Roddan is a
graduate of the Investment Management Program at the London Business School.
She studied finance at City University and is a graduate of Bristol University.
SCOTT MCGLASHAN -- FAR EAST TEAM LEADER
Mr. McGlashan has 19 years' management experience, 13 years specializing in the
Far East, and 11 years' tenure at Perpetual. He is a graduate of Yale and
Cambridge University.
53
<PAGE>
KATHRYN LANGRIDGE -- SOUTHEAST ASIA TEAM LEADER
Ms. Langridge shares responsibility with Mr. McGlashan for Far East equity
investments. Before joining Perpetual in 1990, she spent eight years in Hong
Kong with the investment firm of Jardine Fleming. She specializes in equity
investments in the non-Japanese stock markets of the Far East. Ms. Langridge is
a graduate of Cambridge University.
IAN BRADY -- AMERICAN TEAM LEADER
Mr. Brady is head of the North American team at Perpetual. He has 12 years'
investment management experience. Before joining Perpetual in 1997, he worked
for Britannia Investment Management, Legal & General and Standard Life. He is a
graduate of Aberdeen and Strathclyde Universities.
PERFORMANCE COMPARISONS
The performance of a Portfolio depends upon such variables as: portfolio
quality; average portfolio maturity; type of instruments in which the
particular Portfolio is invested; changes in the expenses of a particular
Portfolio and class of shares; and various other factors.
The performance of each Portfolio fluctuates on a daily basis largely
because net earnings and net asset value per share of each class fluctuate
daily. Both net earnings and net asset value per share are factors in the
computation of yield and total return for each class of the Portfolios.
Independent statistical agencies measure a Portfolio's investment
performance and publish comparative information showing how a 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, a Portfolio may distribute these comparisons to its shareholders or to
potential investors. The agencies listed below measure performance based on
their own criteria rather than on the standardized performance measures
described in the preceding section.
Lipper Analytical Services, Inc., ranks funds in various fund categories
by making comparative calculations using total return. Total return assumes the
reinvestment of all capital gains distributions and income dividends and takes
into account any change in net asset value over a specified period of time.
From time to time, a Portfolio will quote its Lipper ranking in advertising and
sales literature.
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 Portfolio'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 Portfolio. 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.
54
<PAGE>
A Portfolio's shares also may be compared to the following indices:
Dow Jones Industrial Average ("DJIA") is an unmanaged index representing
share prices of major industrial corporations, public utilities, and
transportation companies. Produced by Dow Jones & Company, it is cited as a
principal indicator of market conditions.
Standard & Poor's Daily Stock Price Index of 500 Common Stocks, a
composite index of common stocks in industry, transportation, and financial and
public utility companies, can be used to compare to the total returns of funds
whose portfolios are invested primarily in common stocks. In addition, the
Standard & Poor's listed on its index. Taxes due on any of these distributions
are not included, nor are brokerage or other fees calculated, in the Standard &
Poor's figures.
Consumer Price Index is generally considered to be a measure of inflation.
CDA Mutual Fund Growth Index is a weighted performance average of other
mutual funds with growth of capital objectives.
Lipper Growth Fund Index is an average of the net asset-valuated total
returns for the top 30 growth funds tracked by Lipper Analytical Services,
Inc., an independent mutual fund rating service.
Lehman Brothers Government/Corporate (total) Index is comprised of
approximately 5,000 issues, which include non-convertible bonds publicly issued
by the U.S. government or its agencies; corporate bonds guaranteed by the U.S.
government and quasi-federal corporations; and publicly issued, fixed-rate,
non-convertible domestic bonds of companies in industry, public utilities and
finance. The average maturity of these bonds approximates nine years. Tracked
by Shearson Lehman Brothers Inc., the index calculates total returns for one
month, three month, twelve month and ten year periods and year-to-date.
Lehman Brothers Government Index is an unmanaged index comprised of all
publicly issued, non-convertible domestic debt of the U.S. government, or any
agency thereof, or any quasi-federal corporation and of corporate debt
guaranteed by the U.S. government. Only notes and bonds with a minimum
outstanding principal of $1 million and a minimum maturity of one year are
included.
Russell Growth 1000 (Russell 1000 Index) is a broadly diversified index
consisting of approximately 1,000 common stocks of companies with market values
between $20 million and $300 million that can be used to compare the total
returns of funds whose portfolios are invested primarily in growth common
stocks.
Lehman Brothers Aggregate Bond Index is a total return index measuring
both the capital price changes and income provided by the underlying universe
of securities, weighted by market value outstanding. The Aggregate Bond Index
is comprised of the Shearson Lehman Government Bond Index, Corporate Bond
Index, Mortgage-Backed Securities Index, and Yankee Bond Index. These indices
include: U.S. Treasury obligations, including bonds and notes; U.S. agency
obligations, including those of the Federal Farm Credit Bank, Federal Land
Bank, and the Bank for Cooperatives; foreign obligations; and U.S.
investment-grade corporate debt and mortgage-backed obligations. All corporate
debt included in the Aggregate Bond Index has a minimum S&P rating of BBB, a
minimum Moody's rating of Baa, or a minimum Fitch rating of BBB.
Salomon Brothers Mortgage-Backed Securities Index-15 Years includes the
average of all 15-year mortgage securities, which include Federal Home Loan
Mortgage Corporation (Freddie Mac), Federal National Mortgage Association
(Fannie Mae), and Government National Mortgage Association (Ginnie Mae).
55
<PAGE>
Lehman Brothers Municipal Bond Index is a total return performance
benchmark for the long-term, investment-grade tax-exempt bond market. Returns
and attributes for the Index are calculated semi-monthly using approximately
29,000 municipal bonds, which are priced by Muller Data Corporation.
From time to time, certain of the Portfolios that invest in foreign
securities may advertise the performance of their classes of shares compared to
similar funds or portfolios using certain indices, reporting services, and
financial publications. These may include the following: Morgan Stanley Capital
International World Index, The Morgan Stanley Capital International EAFE
(Europe, Australia, Far East) index, J.P. Morgan Global Traded Bond Index,
Salomon Brothers World Government Bond Index, and the Standard & Poor's 500
Composite Stock Price Index (S&P 500). A Portfolio also may compare its
performance to the performance of unmanaged stock and bond indices, including
the total returns of foreign government bond markets in various countries. All
index returns are translated into U.S. dollars. The total return calculation
for these unmanaged indices may assume the reinvestment of dividends and any
distributions, if applicable, may include withholding taxes, and generally do
not reflect deductions for administrative and management costs.
Investors may use such indices or reporting services in addition to the
Trust or an individual Portfolio's prospectus to obtain a more complete view of
a particular Portfolio's performance before investing. Of course, when
comparing a Portfolio's performance to any index, conditions such as
composition of the index and prevailing market conditions should be considered
in assessing the significance of such comparisons. When comparing portfolios
using reporting services, or total return and yield, investors should take into
consideration any relevant differences in portfolios, such as permitted
portfolio compositions and methods used to value portfolio securities and
compute net asset value.
Advertisements and other sales literature for a Portfolio may quote total
returns which are calculated on non-standardized base periods. These total
returns also represent the historic change in the value of an investment in a
Portfolio based on monthly reinvestment of dividends over a specified period of
time.
From time to time the Portfolios may advertise their performance, using
charts, graphs, and descriptions, compared to federally insured bank products,
including certificates of deposit and time deposits, and to monthly market
funds using the Lipper Analytical Service money market instruments average.
Advertisements may quote performance information which does not reflect
the effect of the sales load.
Independent publications may also evaluate a 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 any or all of the Portfolios
may distribute evaluations by or excerpts from these publications to its
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. Funds are
not categorized; they compete in a large universe of over 2,000 funds. The
source for rankings is data generated by Morningstar, Inc.
56
<PAGE>
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 Funds, Growth Funds, U.S.
Government Funds, Equity Income Funds, Global Funds, 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 Fund 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.
Fortune magazine periodically publishes mutual fund rankings that have
been compiled for the magazine by Morningstar, Inc. Funds 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
Funds, a survey of approximately 1000 mutual funds. Funds 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
57
<PAGE>
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. Funds 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 capital gains and not reflecting deduction of any
sales charges. Funds 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%. Funds 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. Funds
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. Funds 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 Funds You Can Buy 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
five-point 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."
58
<PAGE>
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 the
Trust or the Trustees. The Agreement and Declaration of Trust provides for
indemnification out of a Portfolio's property for all loss and expense of any
shareholder held personally liable for the obligations of a 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.
59
Mentor Funds
---------------
Annual Report
---------------
September 30, 1998
[Mentor Logo]
<PAGE>
MENTOR FUNDS
ANNUAL REPORT
TABLE OF CONTENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
------------------
<S> <C>
Message from the Chairman and President ................. 1
Growth Portfolio ........................................ 3
Global Portfolio ........................................ 14
Capital Growth Portfolio ................................ 28
Strategy Portfolio ...................................... 35
Income and Growth Portfolio ............................. 44
Balanced Portfolio ...................................... 54
Municipal Income Portfolio .............................. 63
Quality Income & Short-Duration Income Portfolios ....... 73
High Income Portfolio ................................... 88
Notes to Financial Statements ........................... 97
Shareholder Information ................................. Inside back cover
</TABLE>
<PAGE>
MENTOR FUNDS
MESSAGE FROM THE CHAIRMAN AND PRESIDENT
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
TO OUR SHAREHOLDERS:
On behalf of all the associates at the Mentor Investment Group, we would like
to take this opportunity to thank you for your investment in the Mentor Family
of Funds. This Annual Report reaffirms our commitment to our shareholders and
details the financial performance of the Mentor Family of Funds for the period
ended September 30, 1998.
Founded in 1970, Mentor Investment Group is an investment advisory firm with
more than $13 billion under management. We pride ourselves on a strong heritage
of providing quality service and a variety of investment choices that help meet
our shareholders' financial objectives by offering mutual funds and
separately-invested portfolios.
In the commentaries that follow, Mentor's investment teams present insightful
perspectives on the markets and strategies that shaped their investment
decisions for the past fiscal year.
During this year, Mentor capitalized on its ability to bring products to new
market to serve the needs of our investors. Specifically, two funds were
introduced to our retail investors. The Mentor Balanced Portfolio is designed
to help investors seek capital growth and current income through investment in
fixed income and equity securities. The Mentor High Income Portfolio was
developed to seek high current income as well as capital appreciation by
tapping the potential of high yield bonds.
MENTOR INVESTMENT GROUP*
[Graph]
Six Investment Styles
Small-Capitalization Growth
Global/International Growth Equity
Large-Capitalization Quality Growth
Balanced Management
Active Fixed Income
Cash Management
* Mentor Investment Advisors, LLC is a wholly-owned subsidiary of Mentor
Investment Group, LLC
1
<PAGE>
MENTOR FUNDS
MESSAGE FROM THE CHAIRMAN AND PRESIDENT
SEPTEMBER 30, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
With a commitment to excellence in investing, Mentor meets the challenges of
product expansion by focusing on clarity, simplicity, and efficiency. Our
investment teams operate with these priorities:
FOCUS -- In most money management companies, each investment manager has
multiple responsibilities. At Mentor, our investment managers are singularly
focused on enhancing the value of the portfolios. This means that you can be
assured of a consistent, proven approach to developing a winning financial
strategy.
OPPORTUNITIES -- By offering six different management styles, portfolio
diversification is simplified. By offering multiple styles, Mentor gives
investors the tools for long-term investment success through diversification
and accommodation of changing investment needs.
SERVICE -- To help serve our shareholders, Mentor has a dedicated Investor
Relations Center. Our Relationship Coordinators are professionally trained and
licensed to serve clients' needs.
TECHNOLOGY -- Abreast of the most advanced technology and using the latest
analytical tools, our investment managers have the ability to survey the
financial markets and make informed decisions about the best place to invest.
We at Mentor are honored to be a partner in the management of your financial
assets. Mentor Investment Group provides diversified investment styles and
services to over one million shareholders. We serve individuals, corporations,
endowments, foundations, public funds, and municipalities. To learn more about
Mentor, please contact your consultant or us at (800) 382-0016.
We look forward to making the Mentor formula work for you and to a mutually
beneficial relationship.
Sincerely,
/s/ Daniel Ludeman /s/ Paul F. Costello
Daniel J. Ludeman Paul F. Costello
CHAIRMAN PRESIDENT
[Mentor Logo]
THE MENTOR MISSION
TO PROVIDE PROFESSIONAL INVESTMENT MANAGEMENT SERVICES THROUGH A FIRM THAT
IS SECOND TO NONE IN THE QUALITY OF ITS INVESTMENT PROCESS, THE SKILL AND
TRAINING OF ITS PROFESSIONALS, AND THE COMMITMENT, SHARED BY ALL ITS
ASSOCIATES, TO DELIVER THE HIGHEST LEVEL OF SERVICE AND ETHICAL BEHAVIOR TO
CLIENTS.
FOR MORE INFORMATION AND A PROSPECTUS FOR THE FUNDS, PLEASE CALL US,
(800)382-0016, OR CONTACT YOUR CONSULTANT. THE PROSPECTUS CONTAINS COMPLETE
INFORMATION ABOUT FEES, SALES CHARGES, AND EXPENSES. PLEASE READ IT CAREFULLY
BEFORE INVESTING OR SENDING MONEY.
2
<PAGE>
MENTOR GROWTH PORTFOLIO
MANAGERS' COMMENTARY: THE SMALL-CAPITALIZATION GROWTH TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
The 12 months ended September 30, 1998 were particularly difficult ones for
small-cap. managers. The Mentor Growth Portfolio suffered along with most
managers. The problems began late in the third quarter of 1997 as the Far East
economic situation began to deteriorate and investors worried about the
eventual impact of this on the U.S. economy. Fear in the financial markets
often leads to a flight to perceived or real safety and investors fled
small-caps for bonds and large-cap. stocks. Proof of this lay in the Russell
2000's negative 3.4% return in the fourth quarter of 1997 versus the S&P 500's
2.9% gain.
In the first and second quarters of 1998 the relative performance of small-caps
remained much the same as the final quarter of 1997. Small-cap. growth stocks,
in spite of very strong earnings results continued to under perform their
large-cap. brethren. By mid-year 1998 the forward P/E of the Mentor Growth
Portfolio (based on the next 12 months earnings) for only the second time in
its history, was at a discount to the P/E of the S&P 500.
In the third quarter of 1998, matters seemed to come to a head as small-caps as
represented by the Russell 2000 were down 16.2% year-to-date and 19% for the
trailing 12 months. The S&P 500 return for the trailing 12-month period was
9.1%, emphasizing the disparate market returns. It is particularly interesting
to review where the strength in the market was on a capitalization basis as
shown below.
<TABLE>
<CAPTION>
AVERAGE YTD NUMBER
BY CAPITALIZATION DECLINE (1/1/98-9/30/98) OF ISSUES
- --------------------- -------------------------- ----------
<S> <C> <C>
$250 million (28.6%) 5,757
$250-2 Billion (25.1%) 1,905
$2-5 Billion (19.3%) 372
$5-20 Billion (8.9%) 316
>$20 Billion 2.06% 138
</TABLE>
What is interesting from these numbers is the fact that the only group that
seemed to attract much buying interest was the very small group of stocks over
$20 billion in market capitalization. The vast predominance of stocks under $2
billion in capitalization were hammered in performance terms.
The flight to perceived investment safety, as illustrated above and caused
largely by the worry over the Asian (and later Russian and South American)
economic contagion, continued to impact small-caps despite the fact that this
sector of the world would have little if any influence on the profit prospects
of small-cap. stocks whose operations are mainly domestic. It is also
interesting to note that as Mentor Growth Portfolio's small-caps stocks were
being penalized by the market, these same companies were reporting superb
earnings results for the second quarter. 84% of the Portfolio's holdings
reported earnings that were in line with or better that the consensus
expectation. Growth rates for earnings averaged 35% over the year ago period.
These results followed on the heels of more than 85% positive or as expected
earnings results in the first quarter and earnings growth rates exceeding 30%.
In view of the unusual deterioration of small-cap. stock prices, it may be
helpful to examine these recent events within a broader historical context.
History has illustrated time and again, that small-cap. stocks tend to discount
economic events by as much as six to nine months. The economic and market
events of 1989 to 1991 were a case in point.
The last time small-cap. valuations suffered as they have this year was the
crash of 1990. Small-caps under performed larger companies throughout the
latter part of 1989 and then through the bulk of
3
<PAGE>
MENTOR GROWTH PORTFOLIO
MANAGERS' COMMENTARY: THE SMALL-CAPITALIZATION GROWTH TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
1990. This was a period leading up to a recession, which officially began in
the third quarter of 1990 and lasted through the first quarter of 1991. A
recession is simple to identify in hindsight but extremely difficult to predict
or identify definitively at the time it is taking place. The only hint of
slowing economic growth that we had in 1990 was from late summer conversations
with a number of our companies where management expressed concerns that
business trends were slowing from the robust levels earlier in the year.
What makes the above review interesting is the action of our portfolio during
that period. The Mentor Growth Portfolio declined by nearly 30% from September
through the end of October of 1990, the period marking the beginning of the
1990 recession. In late October and early November the stocks in the Portfolio
bottomed out and began what would become a very strong upward move. Between
October 1990 and August 1991, the Portfolio gained over 74%, easily erasing the
declines of the previous year. This upward trend continued until mid-1994,
rewarding patient holders with excellent returns.
During 1998, we have remarked periodically that the spread between the
performance of large and small companies may be forecasting a coming economic
slowdown. This type of flight to the perceived quality of large-capitalization
stocks is often associated with such times. And for the first time since the
economic expansion of the 1990s began, a small group of economic forecasters
are suggesting the possibility of negative economic growth or recession.
With the third quarter now over and earnings about to be reported for our
companies, we are guardedly optimistic about the pending results. There are
many companies in the portfolio that we know will report very good earnings,
and there are a smaller number that we suspect will not meet analysts'
estimates. However, we also believe that with the P/E of the Portfolio
currently at less than 13 times estimated 1999 earnings results, much of a
pending slowdown in earnings growth expectations is already reflected in our
stocks. It does seem likely that the 30% growth rate in earnings which is
projected for our companies will contract somewhat as analysts become less
enthusiastic over the next year, much as happened as we entered the
recessionary period of 1990 and 1991. However, particularly when compared to
the anemic 2% growth in earnings presently projected for the S&P 500, we
continue to believe that small-caps. represent a compelling value. We believe
that on the whole, the companies in the Portfolio are excellent ones and as the
unknowns of a possible recession become better recognized, the market will once
again recognize the outstanding investment characteristics of these companies.
November 1998
4
<PAGE>
MENTOR GROWTH PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Growth Portfolio Class A and the Russell 2000.~
[GRAPH]
Class A Russell 2,000
6/5/95 9425 10000
9/30/95 11251 11557
9/30/96 14640 13076
9/30/97 18418 17416
9/30/98 14352 14103
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year Since Inception+++
Class A (26.57%) 11.47%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The Russell 2000 is composed of the 2,000 smallest stocks in the Russell
3000 Index and represents approximately 7% of the U.S. equity market
capitalization. The Russell 3000 is composed of the 3,000 largest U.S.
companies by market capitalization and represents approximately 98% of the
U.S. market. The indexes are not adjusted for sales charges or other fees.
++ Represents a hypothetical investment of $10,000 in Mentor Growth Portfolio
Class A Shares, after deducting the maximum sales charge of 5.75% ($10,000
investment minus $575 sales charge = $9,425). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions.
+++ Reflects operations of Mentor Growth Portfolio Class A Shares from the date
of issuance on 6/5/95 through 9/30/98.
5
<PAGE>
MENTOR GROWTH PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Growth Portfolio Class B Shares and the Russell 2000.~
[GRAPH]
Class B Russell 2000
9/30/88 10000 10000
12/31/88 8737 8860
12/31/89 10252 10835
12/31/90 9096 8290
12/31/91 13667 12108
12/31/92 15796 14337
12/31/93 18260 17048
12/31/94 17443 16737
9/30/95 23042 21041
9/30/96 29535 23804
9/30/97 36817 31706
9/30/98 32972 28788
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year 5-Year 10-Year
Class B (25.53%) 9.87% 8.19%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The Russell 2000 is composed of the 2,000 smallest stocks in the Russell 3000
Index and represents approximately 7% of the U.S. equity market
capitalization. The Russell 3000 is composed of the 3,000 largest U.S.
companies by market capitalization and represents approximately 98% of the
U.S. market. The indexes are not adjusted for sales charges or other fees.
+ Represents a hypothetical investment of $10,000 in Mentor Growth Portfolio
Class B Shares. A contingent deferred sales charge will be imposed, if
applicable, on Class B Shares at rates ranging from a maximum of 4.00% of
amounts redeemed during the first year following the date of purchase to
1.00% of amounts redeemed during the five-year period following the date of
purchase. The value of the Class B Shares reflects a redemption fee in
effect at the end of each of the stated periods. The Class B Shares'
performance assumes the reinvestment of all dividends and distributions.
6
<PAGE>
MENTOR GROWTH PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Growth Portfolio Class Y and the Russell 2000.~
[GRAPH]
Class Y Shares Russell 2,000
11/19/97 10000 10000
12/31/97 10021 10109
3/31/98 11314 11126
6/30/98 10713 10607
9/30/98 8301 8470
Total Returns as of 9/30/98
1-Year Since Inception++
Class Y n/a (18.36%)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The Russell 2000 is composed of the 2,000 smallest stocks in the Russell
3000 Index and represents approximately 7% of the U.S. equity market
capitalization. The Russell 3000 is composed of the 3,000 largest U.S.
companies by market capitalization and represents approximately 98% of the
U.S. market. The indexes are not adjusted for sales charges or other fees.
+ Represents a hypothetical investment of $10,000 in Mentor Growth Portfolio
Class Y Shares. These shares are not subject to any sales or contingent
deferred sales charges. The Class Y Shares' performance assumes the
reinvestment of all dividends and distributions.
++ Reflects operations of Mentor Growth Portfolio Class Y Shares from the date
of issuance on 11/19/97 through 9/30/98.
7
<PAGE>
MENTOR GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS - 84.17%
CAPITAL GOODS & CONSTRUCTION - 3.67%
Conrad Industries, Inc. * 225,700 $ 1,495,262
Denali, Inc. * 180,950 2,442,825
Motivepower Industries, Inc. * 282,500 6,603,437
Pentacon, Inc. * 159,500 1,016,813
Rental Service Corporation * 237,900 4,282,200
Waste Industries, Inc. * 95,750 1,986,812
-----------
17,827,349
-----------
CONSUMER CYCLICAL - 14.81%
Cadmus Communications
Corporation 192,900 3,761,550
Central Garden & Pet
Company * 237,200 4,388,200
Chancellor Media
Corporation * 110,950 3,702,956
Chattem, Inc. 121,100 3,307,544
Clear Channel
Communications 113,712 5,401,320
Dollar General Corporation 105,116 2,798,720
Dollar Tree Stores, Inc. * 136,575 4,276,505
Fairfield Communities, Inc. * 239,450 2,394,500
Family Dollar Stores 348,900 5,495,175
Galey & Lord, Inc. * 171,700 2,049,669
Keystone Automotive
Industries, Inc. * 303,300 5,990,175
Lamar Advertising Company * 111,300 3,116,400
Mail Well Holdings, Inc. * 76,300 653,319
Media Arts Group, Inc. * 190,300 1,736,487
Metro Networks, Inc. * 75,600 2,768,850
Outdoor Systems, Inc. * 469,589 9,156,986
Papa John's
International, Inc. * 112,500 3,712,500
SCP Pool Corporation * 253,075 3,289,975
Suburban Lodges of America * 195,150 1,305,066
Travel Services
International, Inc. * 198,250 2,688,766
-----------
71,994,663
-----------
CONSUMER STAPLES - 5.70%
Celestial Seasonings, Inc. * 154,800 2,341,350
Natrol, Inc. * 171,900 1,525,612
Omega Protein Corporation * 158,000 878,875
Rexall Sundown, Inc. * 196,700 3,036,556
Richfood Holdings, Inc. 274,725 4,223,897
Twinlab Corporation * 117,000 2,998,125
US Foodservice * 151,100 6,289,537
Wild Oats Markets, Inc. * 112,300 3,046,137
Whole Foods Market, Inc. * 80,050 3,372,106
-----------
27,712,195
-----------
</TABLE>
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
ENERGY - 2.14%
Core Laboratories N.V. * 340,500 $ 5,873,625
Global Industries, Limited * 265,850 3,073,891
Unifab International, Inc. * 140,000 1,470,000
-----------
10,417,516
-----------
FINANCIAL - 7.28%
Concord EFS, Inc. * 351,316 9,068,344
Hibernia Corporation -
Class A 196,000 2,829,750
Markel Corporation * 66,360 10,119,900
National Commerce
Bancorporation 424,834 7,009,761
NOVA Corporation * 208,423 6,395,965
-----------
35,423,720
-----------
HEALTH - 19.18%
American Dental
Partners, Inc. * 68,600 591,675
Assisted Living
Concepts, Inc. * 132,600 1,881,262
Brookdale Living
Communities * 213,800 4,489,800
Curative Health
Services, Inc. * 185,450 5,679,406
Express Scripts, Inc. -
Class A * 77,300 6,357,925
Health Management
Associates, Inc. * 310,061 5,658,613
Henry Schein, Inc. * 120,250 4,178,687
Mecon, Inc. * 184,600 1,384,500
Medquist, Inc. * 217,050 6,864,206
Molecular Devices
Corporation * 232,000 3,973,000
Monarch Dental
Corporation * 113,000 1,490,187
NCS Healthcare, Inc. -
Class A * 131,350 2,315,044
Omnicare, Inc. 140,660 4,958,265
Osteotech, Inc. * 190,450 5,046,925
Pharmaceutical Product
Development * 117,450 3,288,600
Priority Healthcare
Corporation - Class B * 120,700 2,761,013
Province Healthcare
Company * 222,700 7,585,719
QuadraMed Corporation * 201,400 4,053,175
Serologicals Corporation * 376,050 9,448,256
Sunrise Assisted Living, Inc. * 175,200 6,011,550
United Payors &
Providers, Inc. * 171,450 3,343,275
Wesley Jessen Visioncare, Inc. * 90,000 1,912,500
-----------
93,273,583
-----------
</TABLE>
8
<PAGE>
MENTOR GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
TECHNOLOGY - 18.23%
ADE Corporation * 246,400 $2,402,400
Applied Micro Circuits * 135,100 2,009,612
Aspect Development, Inc. * 54,050 2,128,219
ATMI, Inc. * 147,950 2,052,806
Benchmark Electronics, Inc. * 289,440 6,602,850
Billing Concepts
Corporation * 214,350 3,000,900
Black Box Corporation * 111,350 2,700,237
C&D Technologies, Inc. 150,600 3,595,575
Carrier Access Corporation * 30,100 538,037
Cerprobe Corporation 278,800 3,066,800
CSG Systems
International, Inc. * 119,600 5,292,300
Cumulus Media - Class A * 220,550 1,791,969
E.spire Communications, Inc. * 196,600 1,769,400
FORE Systems, Inc. * 196,400 3,265,150
Genesis Microchip, Inc. * 25,000 235,937
ICG Communications * 167,500 2,826,562
ITC DeltaCom * 209,100 4,338,825
Medialink Worldwide, Inc. * 180,000 3,015,000
Network Appliance, Inc. * 37,100 1,878,187
Optek Technology, Inc. * 222,900 3,956,475
Parlex Corporation * 219,950 2,020,791
PCD, Inc. * 216,200 2,702,500
Powerwave Technologies,
Inc. * 158,300 1,345,550
PRI Automation, Inc. * 238,800 2,985,000
RF Micro Devices, Inc. * 163,400 2,961,625
SCB Computer
Technology, Inc. * 498,150 3,860,663
Segue Software, Inc. * 223,000 3,679,500
Sipex Corporation * 239,500 6,077,313
Speedfam International, Inc. * 236,700 2,544,525
World Access, Inc. 197,750 4,004,438
----------
88,649,146
----------
TRANSPORTATION - 6.05%
Atlantic Coast Airlines, Inc. * 222,750 5,206,781
Carey International, Inc. * 107,850 1,617,750
Coach USA, Inc. * 180,350 4,452,391
Comair Holdings, Inc. 190,225 5,468,969
Covenant Transport, Inc. -
Class A * 217,700 2,476,338
Hunt (JB) Transportation
Services, Inc. 86,850 1,259,325
Mesaba Holdings, Inc. 379,775 5,506,738
M.S. Carriers, Inc. * 89,850 1,785,769
US Xpress Enterprises -
Class A * 135,650 1,661,713
----------
29,435,774
----------
</TABLE>
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
MISCELLANEOUS - 7.11%
ABR Information
Services, Inc. * 130,500 $ 1,786,219
AccuStaff, Inc. * 145,635 2,120,810
AHL Services, Inc. * 261,050 8,549,388
Butler International, Inc. * 150,600 3,002,588
Gulf Island Fabrication, Inc. * 184,350 3,133,950
Kulicke & Soffa Industries,
Inc. 186,400 2,493,100
Meta Group, Inc. * 76,750 2,508,766
NFO Worldwide, Inc. * 188,750 1,875,703
Rock of Ages Corporation * 129,800 1,444,025
Romac International, Inc. * 186,667 3,360,006
Select Appointments
Holding~ 133,850 2,325,644
StaffMark, Inc. * 106,850 1,950,013
------------
34,550,212
------------
TOTAL COMMON STOCKS
(COST $392,590,559) 409,284,158
------------
SHORT-TERM INVESTMENT - 14.75%
REPURCHASE AGREEMENT
Goldman Sachs & Company
Dated 9/30/98, 5.60%, due
10/01/98, collateralized by
$72,638,658 Federal
National Mortgage
Association, 6.00%,
8/01/13, market value
$73,365,044 (cost
$71,719,983) $71,719,983 71,719,983
------------
TOTAL INVESTMENTS
(COST $464,310,542)-98.92% 481,004,141
OTHER ASSETS LESS LIABILITIES - 1.08% 5,256,518
------------
NET ASSETS - 100.00% $486,260,659
============
</TABLE>
* Non-income producing.
~ American Depository Receipts.
9
<PAGE>
MENTOR GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $476,835,969 and $493,255,955, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $465,111,603. Net unrealized appreciation aggregated
$15,892,538, of which $88,762,155, related to appreciated investment securities
and $72,869,617, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE>
MENTOR GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value (Note 2)
Investment securities $409,284,158
Repurchase agreements 71,719,983
------------
Total investments
(cost $464,310,542) 481,004,141
Collateral for securities
loaned (Note 2) 115,219,699
Receivables
Investments sold 9,099,966
Fund shares sold 958,924
Dividends and interest 60,844
Other 74,079
------------
TOTAL ASSETS 606,417,653
------------
LIABILITIES
Payables
Investments purchased $ 1,944,829
Securities loaned (Note 2) 115,219,699
Fund shares redeemed 2,791,991
Accrued expenses and other
liabilities 200,475
-----------
TOTAL LIABILITIES 120,156,994
------------
NET ASSETS $486,260,659
============
Net Assets represented by: (Note 2)
Additional paid-in capital $451,922,136
Accumulated undistributed
net investment income -
Accumulated net realized
gain on investment
transactions 17,644,924
Net unrealized appreciation
of investments 16,693,599
------------
NET ASSETS $486,260,659
============
NET ASSET VALUE PER SHARE
Class A Shares $ 14.60
Class B Shares $ 14.18
Class Y Shares $ 14.63
OFFERING PRICE PER SHARE
Class A Shares $ 15.49 (a)
Class B Shares $ 14.18
Class Y Shares $ 14.63
SHARES OUTSTANDING
Class A Shares 5,323,225
Class B Shares 27,027,617
Class Y Shares 1,732,865
</TABLE>
(a) Computation of offering price: 100/94.25 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends $ 524,466
Interest 3,725,963
-------------
TOTAL INVESTMENT
INCOME (NOTE 2) 4,250,429
EXPENSES
Management fee (Note 4) $ 4,204,377
Distribution fee (Note 5) 3,638,580
Shareholder service fee
(Note 5) 1,489,460
Transfer agent fee 800,563
Administration fee (Note 4) 600,625
Shareholder reports and
postage expenses 142,288
Registration expenses 130,378
Custodian and accounting fees 84,516
Legal fees 22,254
Directors' fees and expenses 17,864
Audit fees 12,320
Organizational expenses 8,526
Miscellaneous 61,523
------------
Total expenses 11,213,274
-------------
NET INVESTMENT LOSS (6,962,845)
-------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain on
investments (Note 2) 37,565,972
Change in unrealized
appreciation on investments (173,567,460)
------------
NET LOSS ON INVESTMENTS (136,001,488)
-------------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $(142,964,333)
=============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
11
<PAGE>
MENTOR GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment loss $ (6,962,845) $ (6,118,383)
Net realized gain on investments 37,565,972 35,210,825
Change in unrealized appreciation on investments (173,567,460) 90,598,141
-------------- -------------
Increase (decrease) in net assets resulting from operations (142,964,333) 119,690,583
-------------- -------------
Distributions to Shareholders
From net realized gain on investments
Class A (6,599,466) (5,768,516)
Class B (31,307,757) (52,589,913)
Class Y (10) -
-------------- -------------
Total distributions to shareholders (37,907,233) (58,358,429)
-------------- -------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 313,753,597 168,560,541
Reinvested distributions 36,935,409 57,233,448
Cost of shares redeemed (294,819,420) (87,713,664)
-------------- -------------
Change in net assets resulting from capital share transactions 55,869,586 138,080,325
-------------- -------------
Increase (decrease) in net assets (125,001,980) 199,412,479
Net Assets
Beginning of year 611,262,639 411,850,160
-------------- -------------
End of year $ 486,260,659 $ 611,262,639
============== =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED
9/30/98 9/30/97 9/30/96 9/30/95 (b)
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 19.94 $ 18.47 $ 16.08 $ 13.37
------- --------- ------- ---------
Income from investment operations
Net investment loss (0.12) ( 0.17) (0.10) ( 0.01)
Net realized and unrealized gain (loss) on investments (4.03) 4.19 4.23 2.72
-------- --------- -------- ----------
Total from investment operations (4.15) 4.02 4.13 2.71
-------- --------- -------- ----------
Less distributions
From capital gains (1.19) (2.55) (1.74) -
-------- --------- -------- ----------
Net asset value, end of period $ 14.60 $ 19.94 $ 18.47 $ 16.08
======== ========= ======== ==========
TOTAL RETURN* (22.08%) 25.81% 29.15% 20.27%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 77,720 $ 105,033 $ 40,272 $ 20,368
Ratio of expenses to average net assets 1.26% 1.28% 1.28% 1.36% (a)
Ratio of net investment loss to average net assets (0.56%) (0.67%) (0.39%) (0.65%)(a)
Portfolio turnover rate 88% 77% 105% 70%
Average commission rate on portfolio transactions $ 0.0658 $ 0.0651 $ 0.0602
</TABLE>
(a) Annualized.
(b) For the period from June 5, 1995 (initial offering of Class A Shares) to
September 30, 1995.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE>
MENTOR GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
9/30/98 9/30/97 9/30/96
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 19.53 $ 18.29 $ 16.05
-------- --------- ---------
Income from investment operations
Net investment loss (0.23) (0.22) (0.17)
Net realized and unrealized gain (loss) on
investments (3.93) 4.01 4.15
-------- --------- ---------
Total from investment operations (4.16) 3.79 3.98
-------- --------- ---------
Less distributions
From capital gains (1.19) (2.55) (1.74)
-------- --------- ---------
Net asset value, end of period $ 14.18 $ 19.53 $ 18.29
======== ========= =========
TOTAL RETURN* (22.62%) 24.66% 28.18%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 383,188 $ 506,230 $ 371,578
Ratio of expenses to average net assets 2.01% 2.03% 2.03%
Ratio of net investment loss to average net assets (1.30%) (1.42%) (1.13%)
Portfolio turnover rate 88% 77% 105%
Average commission rate on portfolio transactions $ 0.0658 $ 0.0651 $ 0.0602
<CAPTION>
PERIOD YEAR YEAR
ENDED ENDED ENDED
9/30/95 (b) 12/31/94 12/31/93
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.15 $ 13.78 $ 12.81
---------- ------- -------
Income from investment operations
Net investment loss (0.13) (0.15) (0.08)
Net realized and unrealized gain (loss) on
investments 4.03 (0.47) 2.07
----------- ------- -------
Total from investment operations 3.90 (0.62) 1.99
----------- ------- -------
Less distributions
From capital gains -- (1.01) (1.02)
----------- ------- -------
Net asset value, end of period $ 16.05 $ 12.15 $ 13.78
=========== ======= =======
TOTAL RETURN* 32.10% (4.48%) 15.60%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 246,326 $190,126 $186,978
Ratio of expenses to average net assets 2.08% (a) 2.01% 2.02%
Ratio of net investment loss to average net assets (1.20%)(a) (1.20%) (1.12%)
Portfolio turnover rate 70% 77% 64%
Average commission rate on portfolio transactions
</TABLE>
CLASS Y SHARES
<TABLE>
<CAPTION>
PERIOD ENDED
9/30/98 (c)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 18.12
---------
Income from investment operations
Net investment loss (0.02)
Net realized and unrealized loss on investments (3.28)
-----------
Total from investment operations (3.30)
-----------
Less distributions
From capital gains (0.19)
-----------
Net asset value, end of period $ 14.63
===========
TOTAL RETURN* (18.36%)
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 25,353
Ratio of expenses to average net assets 1.01% (a)
Ratio of net investment loss to average net assets (0.04%)(a)
Portfolio turnover rate 88%
Average commission rate on portfolio transactions $ 0.0658
</TABLE>
(a) Annualized.
(b) For the period from January 1, 1995 to September 30, 1995.
(c) For the period from November 19, 1997 (initial offering of Class Y shares)
to September 30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
13
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
MANAGERS' COMMENTARY: THE GLOBAL/INTERNATIONAL MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
MARKETS REVIEW
The 12-month period ended September 30, 1998 marked a turbulent period for
world markets. For the period the Mentor Perpetual Global Portfolio A shares
returned (4.97%) while the B shares returned (5.65%), exclusive of sales
charges. This compares favorably to the (7.57%) average return for its Lipper
Global Funds peer group. This performance placed both share classes in the 2nd
quartile of that Lipper category. The Portfolio's Morgan Stanley World Index
benchmark returned 0.51% for the period due to its overweighting in Japan as
compared to most managers, including Mentor.
UNITED STATES
The year began with the U.S. enjoying healthy economic growth, subdued
inflation and rising corporate profits. The market began to run out of steam,
however, during the second quarter of 1998 as investors became somewhat nervous
about the effect of the Asian economic collapse on U.S. corporate earnings
growth and concerns that the strength of the domestic economy might provoke
tightening by the Federal Reserve. Mid- and small-cap. stocks fell increasingly
out of favor, despite their higher expected growth rates, and significantly
trailed their larger counterparts. A significant factor behind this phenomenon
was the increasing nervousness of U.S. retail investors who sought reassurance
by buying very large, well-known companies. Despite this, we remain reluctant
to buy the mega-cap. stocks where valuations bear no rational relationship to
current or foreseeable earnings.
The Federal Reserve, through its chairman, has already voiced its concern over
the possible effects of international turmoil on financial markets and the U.S.
economy. Interest rates have already been cut twice by 25 basis points,
liquidity is being injected into U.S. money markets, and there are strong
expectations of more rate cuts to come. As always, the question for investors
is what exactly has been priced into the market. Intense focus on a very small
range of very large companies has largely obscured the fact that most stocks
have already experienced a substantial bear market. For much of the U.S. equity
market, the gloomy prognostications of economic slowdown and earnings
stagnation have largely been discounted. Indeed, relative to the market as a
whole, small- and mid-cap. stocks stand at historically low valuations, raising
the possibility that sharp reductions in interest rates and massive increases
in money supply could herald a rerun of the 1989-1992 bull-run in this sector.
UNITED KINGDOM
In common with equity markets worldwide, the U.K. sharply corrected early in
the fourth quarter of 1997. However, in November, despite an unexpected 0.25%
rise in interest rates, the market rallied and continued to move forward
strongly through the end of the first quarter 1998. In June, the Monetary
Policy Committee (MPC) surprised many by raising interest rates a further 0.25%
to 7.5%. Almost coincidentally, stronger than expected numbers for inflation,
average earnings growth, and retail spending prompted fears of yet another rise
in U.K. interest rates. In common with other world equity markets, the U.K. has
seen recent indiscriminate declines and opinion appears to have shifted towards
expectation of a hard landing -- or technical recession -- later in 1998. The
corporate sector today enjoys robust financial strength and any downturn is
unlikely to be as severe as the stock market is suggesting. With growing
international pressure for cuts in Western interest rates, coupled with
weakening domestic economic data and recent downward revisions to wages growth,
future interest
14
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
MANAGERS' COMMENTARY: THE GLOBAL/INTERNATIONAL MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
rate cuts seem likely. With venture capitalists and directors already taking
active advantage of current low valuations among small- and mid-cap. stocks,
with U.K. interest rates set to fall farther, and with weaker sterling
providing support to exports and protection against imports, we find ourselves
more positive than the consensus about prospects for the U.K. equity market.
CONTINENTAL EUROPE
Early in the fourth quarter of 1997, Asia's deepening travails provoked
corrections to European markets. However, a strong bounce in December 1997
extended into a rally that continued well into the first quarter of 1998. By
the end of the first quarter, equity markets, supported by cross-border mergers
and acquisitions, corporate restructuring, low interest rates, and strong
mutual funds inflows, had reached new record highs. Despite sharp corrections
in April and June on concerns over renewed turmoil in Asia and a possible rise
in core European interest rates, European equity markets generally continued
their strong upward progress throughout the second quarter. However, in the
final weeks of the third quarter, European markets, already uneasy over growing
signs of a downturn in exports and hesitancy in Germany's economic recovery,
fell prey to the same global issues affecting other Western equity markets and
corrected sharply.
It seems increasingly likely that the EMU's interest rate will be set at a
fairly low level. Lower interest rates among Europe's peripheral countries will
provide added support for their economies and equity markets. We expect the
recent extreme market volatility to continue as the leverage that has built up
in markets unwinds. This outlook is clouded by the as yet unquantifiable
effects of international financial turmoil and the credit crunch resulting from
extreme risk aversion within international capital markets. The disorderly
markets and indiscriminate selling of recent months has introduced a number of
significant valuation anomalies, and suggests that investment on the basis of
fundamental analysis should be rewarded once order and a measure of calm
returns to the market place.
JAPAN
In October 1997, the collapse of Asian currencies and equity markets provoked a
sharp correction in the Japanese equity market. In January 1998, the market
rallied strongly on hopes of successful action by the government to stimulate
the domestic economy. However, as the first quarter of 1998 progressed,
optimism gave way to resigned gloom as the government once more proved
incapable of revitalizing an economy that was slipping back into recession, and
the equity market drifted resignedly downward.
For some time, economic statistics have been universally and unremittingly
dire. The manufacturing sector has been shedding labor for the last five years,
and this has now spread to the service sector. Production, productivity and
real wages are all declining steeply, capacity utilization has fallen off a
cliff, and wholesale prices are collapsing. The recent dramatic strengthening
of the yen relative to the U.S. dollar, however, coupled with an unexpected
political consensus, has provided the government with a window of opportunity.
They can create massive new liquidity as part of the vital rehabilitation of a
banking system which is suffocating under a mountain of unrepayable loans to
failed property companies and bankrupt Asian corporations. Recession is forcing
corporate restructuring, and a new focus on shareholder value is sowing the
seeds of Japan's next bull market. However, shorter term, this
15
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
MANAGERS' COMMENTARY: THE GLOBAL/INTERNATIONAL MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
is likely to mean higher unemployment, further depressing consumer confidence
and deepening the severity of Japan's economic contraction.
ASIA
Asian markets plunged during October 1997, as currencies throughout the region
buckled, revealing extreme levels of government and corporate foreign debt. At
the same time, investor confidence was further undermined by ineffective,
inappropriate, and occasionally ill-considered responses by regional
governments. From mid-January, markets and currencies bounced dramatically from
their oversold lows and, despite unhappiness at the austerity involved, South
Korea and Thailand made valuable initial progress in implementing IMF reform
programs. However, in April 1998, increasing unrest in Indonesia and the
prospect of serious political and economic instability sparked renewed
region-wide concerns. Regional currencies and equity markets sank throughout
the remainder of the second quarter. A rapidly escalating financial crisis in
Russia, followed by effective default on its sovereign debt, triggered a
massive worldwide flight to quality and profound risk aversion. Investor
confidence in emerging markets, already weak, evaporated, and Asia's equity
markets sank to new lows.
Little real progress has been made in restructuring the region's commercial,
financial, or legal infrastructure. Regionally, any progress in achieving
long-lasting and soundly-based economic recovery remains severely hampered by a
mountainous burden of foreign debt. Although there appears to be a growing
acceptance amongst G-7 banks and politicians that, faced with a choice between
forgiveness or default, the former is likely to prove more rewarding, actual
implementation is likely to prove both difficult and protracted. In the
meantime, the potential for further civil unrest and political uncertainty
suggest that markets are likely to remain volatile and that, at present levels,
optimism has already been discounted and further upside potential -- at least
in the medium term -- is limited.
LATIN AMERICA
In October 1997, the collapse of Asian currencies and equity markets triggered
dramatic declines in Latin American equity markets, with investors particularly
concerned over possible devaluation of the Brazilian currency. Prompt action by
the Brazilian authorities in raising interest rates to punitively high levels,
and instituting government spending reforms resulted in a successful defense of
the currency. Brazil's privatization program remained on course, and fading
concerns over the stability of the currency allowed the government to wind down
interest rates gradually, although these remained at high levels. In April
1998, renewed turmoil in Asia triggered affected investor confidence in
emerging markets worldwide, and Latin America's equity markets sank throughout
the remainder of the second quarter.
A brief rally in Asia fed through to Latin American equity markets but, in the
closing months of the period under review, financial disarray in Russia, and
fears over worldwide contagion, effectively destroyed the last vestiges of
investor confidence in emerging markets. The ensuing `flight to quality' sent
Latin American equity markets tumbling past their earlier New Year lows.
The region continues to suffer from investor concern over fiscal imbalances,
with deficits in both government expenditure and trade accounts. The latter
have, in part, been due to weak commodity prices, but much has been the product
of strong
16
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
MANAGERS' COMMENTARY: THE GLOBAL/INTERNATIONAL MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
domestic growth that has sucked in imports. The re-election of President
Cardoso has raised hopes that, together with support from international lending
institutions, Brazil's government will be able to institute the fiscal reforms
necessary to restore confidence in the country's currency. This could provide
something of a role model for other Latin American countries, such as
Argentina, Chile and Mexico, also experiencing trade deficits and fiscal
imbalances.
November 1998
17
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 purchase in Mentor
Perpetual Global Portfolio Class A and Class B Shares and the Morgan Stanley
Capital International (MSCI) World Index.*
[GRAPH]
Morgan Stanley A Shares B Shares
3/29/94 10000 9425 10000
9/30/94 10546 9982 9487
9/30/95 12125 10655 10587
9/30/96 13846 12501 12677
9/30/97 17256 15200 15668
9/30/98 17344 14445 14580
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year Since Inception++
Class A (10.44%) 8.50%
Class B (9.23%) 8.89%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
* MSCI World Index is an arithmetic average, weighted by market value, of the
performance of approximately 1,450 securities listed on the stock
exchanges of 20 countries including the U.S., Europe, Canada, Australia,
New Zealand, and the Far East. The average company in the index has a
market capitalization of about $3.5 billion. This is a total return index
with gross dividends reinvested. MSCI World Index is not adjusted to
reflect reinvestment of dividends on securities in the index, and is not
adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance.
+ Represents a hypothetical investment of $10,000 in Mentor Perpetual Global
Portfolio Class A Shares, after deducting the maximum sales charge of
5.75% ($10,000 investment minus $575 sales charges = $9,425). The Class A
Shares' performance assumes the reinvestment of all dividends and
distributions.
~ Represents a hypothetical investment of $10,000 in Mentor Perpetual Global
Portfolio Class B Shares. A contingent deferred sales charge will be
imposed, if applicable, on Class B Shares at rates ranging from a maximum
of 4.00% of amounts redeemed during the first year following the date of
purchase to 1.00% of amounts redeemed during the five-year period
following the date of purchase. The value of the Class B Shares reflects a
redemption fee in effect at the end of each of the stated periods. The
Class B Shares' performance assumes the reinvestment of all dividends and
distributions.
++ Reflects operations of Mentor Perpetual Global Portfolio Class A and Class B
Shares from the date of commencement of operations on 3/29/94 through
9/30/98.
18
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 purchase in Mentor
Perpetual Global Portfolio Class Y Share and the Morgan Stanley Capital
International (MSCI) World Index.*
[GRAPH]
MSCI World Inc Class Y Shares
11/19/97 10000 10000
12/31/97 10278 10304
3/31/98 11832 11791
6/30/98 11714 12041
9/30/98 10187 10608
Total Returns as of 9/30/98
1-Year Since Inception++
Class Y Shares n/a 1.60%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
* MSCI World Index is an arithmetic average, weighted by market value, of the
performance of approximately 1,450 securities listed on the stock
exchanges of 20 countries including the U.S., Europe, Canada, Australia,
New Zealand, and the Far East. The average company in the index has a
market capitalization of about $3.5 billion. This is a total return index
with gross dividends reinvested. MSCI World Index is not adjusted to
reflect reinvestment of dividends on securities in the index, and is not
adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance.
+ Represents a hypothetical investment of $10,000 in Mentor Perpetual Global
Portfolio Class Y Shares. These shares are not subject to any sales or
contingent deferred sales charges. The Class Y Shares' performance assumes
the reinvestment of all dividends and distributions.
++ Reflects operations of Mentor Perpetual Global Portfolio Class Y Shares from
the date of issuance on 11/19/97 through 9/30/98.
19
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS - 88.49%
ARGENTINA - 0.10%
Perez Company SA~ 4,437 $ 36,609
Telecom Argentina SA~ 2,100 62,344
Telefonica de Argentina SA~ 2,020 59,464
----------
158,417
----------
AUSTRIA - 0.34%
Bank Austria AG 14,000 535,988
----------
BELGIUM - 1.18%
Cofinimmo 7,576 920,068
Fortis AG 1,550 382,327
G.I.B. Group SA 11,200 557,400
----------
1,859,795
----------
BRAZIL - 0.33%
Cemig CIA Energetic~ (a) 1,700 37,593
CIA Brasil Petro Ipiranga 4,900,000 31,374
Companhia Cervejaria
Brahma- 3,500 27,344
Companhia Vale do Rio Doce~ 2,450 35,140
Compania Paulista de Forca e
Luz 370,000 30,589
Electrobras - Centrais Eletricas
Brasileiras SA 2,930 32,507
Electropaulo Metropolitana -
Electricidade de Sao Paulo SA 690,000 35,443
Pao de Acucar# 2,630,000 34,611
Petroleo Brasileiro SA~ 2,520 25,833
Telecomonicacoes
Brasileiras SA~ 2,030 142,988
Telecomunicacoes de Sao
Paulo SA 240,000 34,824
Telecomunicacoes de
Minas Gerais 1,130,000 40,037
Telerj Celular SA* 240,000 10,326
----------
518,609
----------
CHILE - 0.09%
Chilectra SA~ 3,450 56,411
Embotelladora Andina SA~* 1,200 16,500
Enersis SA~ 1,500 30,563
Telecomunicaciones de Chile~ 1,700 32,513
----------
135,987
----------
CHINA - 0.25%
Heilongjiang Electric Power
Company 180,000 66,600
Huaneng Power International,
Inc. - Class A~* 15,000 153,750
Yanzhou Coal Mining
Company 1,000,000 174,216
----------
394,566
----------
</TABLE>
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
FINLAND - 1.49%
Huhtamaki 7,472 $ 230,812
Metra Oyj - Class B 38,220 744,472
Nokia Oyj - Class A 17,410 1,383,894
----------
2,359,178
----------
FRANCE - 7.04%
Accor SA 5,000 1,049,463
Atos SA 5,230 931,443
Axa 10,940 1,002,522
Casino Guichard Perrachn 7,350 741,814
Compagnie de Saint - Gobain 3,250 431,352
Colas 1,730 329,121
Comptoirs Modernes 1,320 825,280
Elf Aquitaine SA 10,400 1,283,721
Entrelec 12,000 531,609
Genset SA~* 30,000 772,500
ISIS 5,460 370,626
SEB SA 1,270 98,821
Serp Recyclage 3,039 295,317
Societe Generale D'Enterprises 12,610 471,909
Total SA - Class B 8,450 1,065,664
Vivendi 4,760 948,922
----------
11,150,084
----------
GERMANY - 5.41%
Allianz AG 3,785 1,172,150
Ava Allg Handels Der Verbrau 3,400 1,384,887
Porsche AG 805 1,408,009
Prosieben Media AG 12,650 697,116
Sauer, Inc. 34,050 270,272
Siemens AG 13,850 757,438
Veba AG 35,920 1,864,742
Viag AG 1,550 1,014,331
----------
8,568,945
----------
GREAT BRITAIN - 10.50%
Abbey National PLC 31,250 538,886
Allied Zurich PLC* 28,500 291,247
Arcadia Group 55,700 228,062
Arriva PLC 35,000 223,582
Asda Group 108,000 313,762
BAA PLC 32,250 327,925
Barclays PLC 26,000 422,733
Bass PLC 23,571 285,127
BAT Industries PLC 32,500 244,054
Britannic Assurance PLC 15,000 322,885
British Aerospace PLC 81,000 488,189
British Airways PLC 34,500 213,208
British Biotech PLC* 150,000 89,832
</TABLE>
20
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
GREAT BRITAIN (CONTINUED)
British Petroleum
Company PLC 24,000 $ 366,565
Burmah Castrol PLC 25,000 353,806
Celltech PLC* 25,000 112,555
Centrica PLC* 149,500 288,282
Debenhams PLC 40,000 226,640
Dixons Group 16,000 163,507
Emap PLC 25,000 397,554
Enterprise Oil PLC 75,000 506,499
Glaxo Wellcome PLC 31,000 912,727
Granada Group PLC 36,000 470,032
Great Universal Stores PLC 22,000 245,379
Greenalls Group PLC 40,000 197,078
House of Fraser 50,000 70,506
Iceland Group PLC 31,250 101,169
III Group PLC 30,000 257,136
Imperial Chemical
Industries PLC 30,000 236,239
Inchcape PLC 90,000 177,370
Lloyds TSB Group PLC 54,000 603,212
Medeva PLC 80,000 125,043
Meggitt PLC 50,000 113,830
National Westminster Bank 28,250 377,963
Northern Foods PLC 73,400 223,218
PowerGen PLC 44,000 653,348
Prudential Corporation PLC 33,000 479,639
Rank Group PLC 61,750 251,784
Reckitt & Colman PLC 13,300 198,506
Reuters Group PLC 32,000 268,298
Rolls-Royce PLC 138,000 478,875
Sainsbury (J.) PLC 51,000 489,119
Scotia Holdings * 30,000 50,968
Signet Group 312,500 136,712
Smith (H.W.) Group PLC 33,750 280,104
SmithKline Beecham PLC 47,000 518,630
Spirax-Sarco Engineering PLC 30,000 221,203
Stakis PLC 260,000 375,468
Standard Chartered 51,500 366,389
Tate & Lyle PLC 35,282 195,412
Tesco PLC 112,400 332,274
Trinity PLC 35,000 241,421
United Assurance Group PLC 23,000 229,180
United News & Media PLC 35,000 331,210
----------
16,614,342
----------
GREECE - 0.00%
Heilenic Telecommunication
organization SA 122 2,926
----------
</TABLE>
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
HONG KONG - 1.84%
Cheung Kong 20,000 $ 92,657
China Foods Holdings,
Limited * 575,000 143,954
China Telecom * 40,000 62,976
Citic Pacific, Limited 70,000 122,855
Elec & Eltek International
Company, Limited 735,000 132,791
First Tractor Company 305,000 78,720
GZI Transport, Limited -
Warrants 60,000 77
GZI Transport, Limited 484,000 101,185
HKR International, Limited 840,000 260,163
Hong Kong Electric 35,000 120,370
Hong Kong & China Gas 100,000 122,596
HSBC Holdings PLC 33,454 613,683
Hung Hing Printing Group 238,000 79,088
Hutchison Whampoa, Limited 48,000 252,729
National Mutual Asia, Limited 280,000 136,405
New World Development 130,951 175,750
Road King Infrastructure,
Limited 464,544 254,783
Swire Pacific,
Limited - Class A 50,000 157,440
----------
2,908,222
----------
INDIA - 0.34%
BSES, Limited #* 8,000 103,000
Hindalco Industries, Limited # 5,000 54,500
Indian Opportunity Fund,
Limited* 11,000 93,390
Mahanagar Telephone Nigam,
Limited #* 2,000 22,700
Tata Electric # 1,500 262,500
----------
536,090
----------
INDONESIA - 0.06%
Bat Indonesia 36,000 50,131
Gudang Garam 80,000 42,804
----------
92,935
----------
IRELAND - 2.05%
Bank of Ireland 72,465 1,289,008
CRH PLC 80,000 1,007,138
Elan Corporation PLC~ * 13,250 954,828
----------
3,250,974
----------
ITALY - 4.77%
Assicurazioni Generali 15,020 488,729
ENI SPA 192,000 1,177,350
Finmeccanica SPA 192,030 159,526
Grupo Editoriale L'Espresso 174,000 1,370,618
Ina SPA 185,000 470,809
</TABLE>
21
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
ITALY (CONTINUED)
Istituto Mobiliare Italiano 76,000 $1,003,908
Rinascente SPA 90,850 797,108
Telecom Italia Mobile 105,500 614,966
Telecom Italia SPA 185,000 1,275,108
Telecom Moblit 61,000 196,267
----------
7,554,389
----------
JAPAN - 8.87%
Asahi Glass Company, Limited 275,000 1,327,239
Daiwa House Industry
Company, Limited 170,000 1,541,499
Kirin Brewery Company,
Limited 160,000 1,277,660
Kokusai Securities Company,
Limited 200,000 1,396,709
Mitsui Chemicals, Inc. 500,000 1,429,616
Nippon Steel Corporation 880,000 1,261,280
Sony Music Entertainment,
Inc. 40,000 1,310,420
Sumitomo Warehouse 360,000 1,376,819
Tokyo Electric Power
Company 75,000 1,431,444
Tokio Marine & Fire
Insurance 190,000 1,695,064
----------
14,047,750
----------
KOREA - 0.08%
Atlantis Korean Smaller
Companies * 20,000 100,200
CITC Seoul Excel * 2 3,700
LG Electronics # 6,400 8,000
Samsung Electronics # (a) 475 7,030
----------
118,930
----------
MALAYSIA - 0.08%
Boustead Holdings Berhad (c) 84,000 46,802
IOI Corporation (c) 100,000 37,319
Nanyang Press Berhad (c) 60,000 48,568
----------
132,689
----------
MEXICO - 0.31%
Cemex SA~* 5,600 27,368
Cifra SA 34,500 41,982
Coca-Cola Femsa SA~ 2,900 35,344
Corporacion Geo SA* 9,600 17,881
DESC SA~ 2,002 27,528
Empresas La Moderna SA~ 1,800 43,030
Grupo Carso SA~ 7,800 46,539
Grupo Televisa #* 1,400 26,928
Kimberly-Clark de Mexico SA~ 2,680 35,845
Panamerican
Beverages - Class A * 2,000 35,625
</TABLE>
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
MEXICO (CONTINUED)
Telefonos de Mexico SA 3,500 $ 154,875
----------
492,945
----------
NETHERLANDS - 1.14%
Baan Company NV * 23,000 595,117
Royal Dutch Petroleum 12,748 633,285
Vendex International NV 15,325 569,960
Vendex International NV -
Coupon 15,325 2,036
----------
1,800,398
----------
PERU - 0.01%
Telefonica del Peru SA~ 2,500 30,625
----------
PHILIPPINES - 0.13%
Benpres Holdings #* 68,000 187,000
Benpres Holdings - Rights 27,200 27,336
----------
214,336
----------
PORTUGAL - 1.38%
BPI SGPS SA 28,060 773,990
Cimpor Cimentos de Portugal 15,000 418,391
Elec de Portugal 29,600 681,196
Jeronimo Martins 9,050 306,623
----------
2,180,200
----------
SINGAPORE - 0.72%
City Developments, Limited 30,000 65,700
GP Batteries International,
Limited 190,000 245,161
Marco Polo Developments,
Limited 120,000 62,504
Overseas Chinese Bank * 80,287 201,490
Overseas Union Bank, Limited 80,000 114,117
Singapore Airlines, Limited 20,000 109,500
Singapore Press Holdings 10,000 82,865
United Overseas Bank 87,000 253,353
----------
1,134,690
----------
SPAIN - 6.22%
Acciona SA 5,000 1,252,952
Argentaria Corp Bancaria de
Espana SA 45,143 898,946
Baron de Ley* 30,000 1,015,050
Centros Comerciales
Continente, SA 50,560 1,286,587
Gas Natural SDG SA 11,600 821,767
Prosegur CIA de Seguridad SA 116,895 1,450,218
Tabacalera SA 64,000 1,405,280
Telefonica SA 24,745 903,529
Viscofan Envolturas
Celulosicas SA 29,960 779,279
</TABLE>
22
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
SPAIN (CONTINUED)
Viscofan Envolturas
Celulosicas SA - Warrants 29,960 $ 38,647
---------
9,852,255
---------
SWEDEN - 1.88%
BPA AB 265,000 673,829
Celsius AB - Class B 56,360 1,060,489
ForeningsSparbanken AB 54,040 1,236,692
---------
2,971,010
---------
SWITZERLAND - 4.19%
Jelmoli Holding AG 880 1,026,295
Nestle SA 790 1,575,994
Novartis AG 1,056 1,697,402
Roche Holding
AG - Genussshein 152 1,640,565
UBS AG* 3,525 689,424
---------
6,629,680
---------
TAIWAN - 0.20%
Formosa Growth Fund * 5,000 88,125
Taipei Fund * 20 161,000
Taiwan Semiconductor~ 5,900 75,228
---------
324,353
---------
THAILAND - 0.08%
Cogenaration PLC 67,000 30,493
Electricity Generating Public
Company 40,000 95,575
---------
126,068
---------
UNITED STATES - 27.41%
AccuStaff, Inc. * 25,000 364,063
American Home Products
Company 14,000 733,250
American Tower
Corporation * 10,000 255,000
Anadarko Petroleum
Corporation 12,000 471,750
Anheuser-Busch Companies,
Inc. 11,000 594,000
Associates First Capital 19,100 1,246,275
Aurora Foods, Inc.* 9,800 134,750
BankBoston Corporation* 10,800 356,400
Baxter International, Inc. 14,500 862,750
Bell Atlantic Corporation 18,900 915,469
Borders Group, Inc. * 18,000 400,500
Bristol-Myers Squibb
Company* 9,700 1,007,588
Burlington Northern 16,500 528,000
Cardinal Health, Inc. 5,800 598,850
Chase Manhattan Corporation 11,700 506,025
Chevron Corporation 10,000 840,625
</TABLE>
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
UNITED STATES (CONTINUED)
Columbia/HCA Healthcare
Corporation 27,900 $ 559,744
Comcast Corporation - Class A 15,000 704,063
Compaq Computer
Corporation 24,500 774,813
CompUSA, Inc. 7,600 131,576
Conseco, Inc. 20,600 629,588
Consolidated Stores
Corporation* 15,000 294,375
Duke Energy Corporation 7,700 509,644
El Paso Energy Corporation 20,000 648,750
EMC Corporation* 15,000 857,813
Federal National Mortgage
Association 6,300 404,775
HealthSouth Corporation * 50,000 528,125
Intel Corporation 19,600 1,680,700
International Business
Machines, Inc. 11,000 1,408,000
Lilly (Eli) & Company 9,000 704,813
Lockheed Martin Corporation 6,100 614,956
Mail-Well Holdings* 19,600 167,825
MBNA Corporation 29,200 835,850
McDonald's Corporation 9,000 537,188
MCI WorldCom, Inc. 29,000 1,417,375
Medicis Pharmaceutical* 22,000 871,750
Meditrust Corporation 27,654 471,846
Microsoft Corporation * 5,000 550,313
NationsBank Corporation 15,500 829,250
Newbridge Networks
Corporation 24,500 439,469
Newcourt Credit Group, Inc. 11,000 287,375
Nextel Communications, Inc. 11,000 222,063
Ocular Sciences * 5,000 105,000
Omnicare, Inc. 15,000 528,750
Pfizer, Inc. 8,200 868,688
Philip Morris Companies, Inc. 15,000 690,938
Phillips Petroleum Company 7,100 320,388
Provident Companies, Inc. 20,000 675,000
Ralston-Purina Group 12,400 362,700
Republic Services, Inc.* 9,000 175,500
SBC Communications, Inc. 28,800 1,279,800
Staples, Inc.* 53,150 1,561,281
Stewart Enterprises 22,000 368,500
Sun Microsystems, Inc.* 9,000 448,313
Sybron International
Corporation * 25,000 478,125
Tele-Communications
International * 16,000 626,000
Texaco, Inc. 15,000 940,313
Texas Instruments, Inc. 7,500 395,625
</TABLE>
23
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
UNITED STATES (CONTINUED)
3Com Corporation* 10,000 $ 300,625
Time Warner, Inc. 17,500 1,532,340
Travelers Group, Inc. 12,500 468,750
Travelers Property and
Casualty Corporation 18,000 574,875
Tyco International, Ltd. 10,000 552,500
U.S. Foodservice* 29,600 1,232,100
Viacom Industries,
Inc. - Class A 20,000 1,150,000
Westpoint Stevens,
Inc. - Class A * 16,000 488,000
Williams Companies, Inc. 12,500 359,375
-----------
43,380,820
-----------
TOTAL COMMON STOCKS
(COST $148,319,820) 140,078,196
-----------
CORPORATE BONDS - 0.29%
GREAT BRITIAN
Scotia Holdings, 8.50%,
3/26/02 $ 19,000 23,403
-----------
KOREA
Republic of Korea, 8.88%,
4/15/08 208,000 177,450
-----------
MALAYSIA
Telekom Malaysia Berhad,
4.00%, 10/03/04 ~ (9/22/94,
$70,000) (a) (b) 70,000 37,800
-----------
THAILAND
PTTEP International, Limited,
7.63%, 10/01/06 300,000 223,500
-----------
TOTAL CORPORATE BONDS
(COST $461,458) 462,153
-----------
140,540,349
-----------
SHORT-TERM
INVESTMENT - 10.07%
REPURCHASE AGREEMENT
Goldman Sachs & Company
Dated 9/30/98, 5.60%, due
10/01/98, collateralized by
Federal National Mortgage
Association, $16,141,372
6.00%, 8/01/13, market
value $16,302,785
(cost $15,936,519) 15,936,519 15,936,519
-----------
</TABLE>
<TABLE>
<CAPTION>
MARKET VALUE
<S> <C>
TOTAL INVESTMENTS
(COST $164,717,797)-98.85% $156,476,868
OTHER ASSETS LESS
LIABILITIES - 1.15% 1,812,839
------------
NET ASSETS - 100.00% $158,289,707
============
</TABLE>
* Non-income producing.
# Global Depository Receipts.
~ American Depository Receipts.
(a) These are securities that may be resold to "qualified institutional buyers"
under Rule 144A or securities offered pursuant to Section 4 (2) of the
Securities Act of 1933, as amended. These securities have been determined
to be liquid under guidelines established by the Board of Trustees.
(b) All or a portion of these securities are restricted (i.e., securities which
may not be publicly sold without registration under the Federal Securities
Act of 1933). Dates of acquisition and costs are set forth in parentheses
after the title of the restricted securities.
(c) These securities are considered illiquid due to a one year moratorium on
the repatriation of assets from Malaysia.
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $248,291,695 and $235,288,192, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $165,477,184. Net unrealized depreciation aggregated
$9,000,316, of which $11,442,631, related to appreciated investment securities
and $20,442,947, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
24
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value (Note 2)
Investment securities $ 140,540,349
Repurchase agreements 15,936,519
-------------
Total investments
(cost $164,717,797) 156,476,868
Receivables
Collateral for securities
loaned (Note 2) 12,707,641
Investments sold 6,315,010
Fund shares sold 354,472
Dividends and interest 443,615
Unrealized appreciation on
forward foreign currency
exchange contracts (Note 6) 617
Deferred expenses (Note 2) 5,424
-------------
TOTAL ASSETS 176,303,647
-------------
LIABILITIES
Payables
Investments purchased $ 2,697,553
Securities loaned (Note 2) 12,707,641
Fund shares redeemed 2,446,454
Unrealized depreciation on
forward foreign currency
exchange contracts
(Note 6) 35,060
Accrued expenses and other
liabilities 127,232
-----------
TOTAL LIABILITIES 18,013,940
-------------
NET ASSETS $ 158,289,707
=============
Net Assets represented by: (Note 2)
Additional paid-in capital $ 153,975,854
Accumulated undistributed
net investment income 3,616
Accumulated net realized
gain on investment
transactions 12,574,725
Net unrealized depreciation
of investments and foreign
currency related
transactions (8,264,488)
-------------
NET ASSETS $ 158,289,707
=============
NET ASSET VALUE PER SHARE
Class A Shares $ 18.92
Class B Shares $ 18.21
Class Y Shares $ 18.96
OFFERING PRICE PER SHARE
Class A Shares $ 20.07(a)
Class B Shares $ 18.21
Class Y Shares $ 18.96
SHARES OUTSTANDING
Class A Shares 3,118,915
Class B Shares 5,452,526
Class Y Shares 53
</TABLE>
(a) Computation of offering price: 100/94.25 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends (b) $ 2,176,556
Interest 499,605
------------
TOTAL INVESTMENT
INCOME (NOTE 2) 2,676,161
EXPENSES
Management fee (Note 4) $ 1,612,495
Distribution fee (Note 5) 734,020
Shareholder service fee (Note 5) 384,373
Transfer agent fee 220,815
Custodian and accounting fees 188,561
Administration fee (Note 4) 153,750
Registration expenses 67,081
Shareholder reports and postage
expenses 36,249
Organizational expenses 11,067
Legal fees 4,542
Directors' fees and expenses 3,591
Audit fees 3,143
Miscellaneous 14,317
-----------
Total expenses 3,434,004
------------
NET INVESTMENT LOSS (757,843)
------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS AND
FOREIGN CURRENCY RELATED
TRANSACTIONS
Net realized gain on investments
and foreign currency related
transactions (Note 2) 14,799,387
Change in unrealized
appreciation (depreciation) on
investments and foreign
currency related transactions (25,459,714)
-----------
NET LOSS ON INVESTMENTS AND
FOREIGN CURRENCY RELATED
TRANSACTIONS (10,660,327)
------------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $(11,418,170)
============
</TABLE>
(b) Net of withholding taxes of $206,565.
SEE NOTES TO FINANCIAL STATEMENTS.
25
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE IN NET ASSETS
Operations
Net investment loss $ (757,843) $ (416,666)
Net realized gain on investments and foreign currency related transactions 14,799,387 6,084,166
Change in unrealized appreciation (depreciation) on investments (25,459,714) 13,678,454
------------- -------------
Increase (decrease) in net assets resulting from operations (11,418,170) 19,345,954
------------- -------------
Distributions to Shareholders
From net realized gain on investments
Class A (2,382,830) (476,590)
Class B (4,553,653) (1,576,577)
Class Y (8) --
--------------- -------------
Total distributions to shareholders (6,936,491) (2,053,167)
-------------- -------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 78,893,773 74,523,622
Reinvested distributions 6,732,722 2,007,927
Shares redeemed (44,567,723) (13,467,704)
-------------- -------------
Change in net assets resulting from capital share transactions 41,058,772 63,063,845
-------------- -------------
Increase in net assets 22,704,111 80,356,632
Net Assets
Beginning of year 135,585,596 55,228,964
-------------- -------------
End of year (including accumulated undistributed net investment
income (loss) of $3,616 and ($97,957), respectively) $158,289,707 $ 135,585,596
============== =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
9/30/98 9/30/97
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 20.94 $ 17.86
--------- ---------
Income from investment operations
Net investment income (loss) (0.03) 0.04
Net realized and unrealized gain (loss) on investments (0.97) 3.67
--------- ---------
Total from investment operations (1.00) 3.71
--------- ---------
Less distributions
From capital gains (1.02) (0.63)
--------- ----------
Net asset value, end of period $ 18.92 $ 20.94
========= ==========
TOTAL RETURN* (4.97%) 21.59%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 59,012 $ 46,556
Ratio of expenses to average net assets 1.75% 1.89%
Ratio of expenses to average net assets excluding waiver 1.75% 1.89%
Ratio of net investment income (loss) to average net assets (0.01%) 0.07%
Portfolio turnover rate 162% 128%
Average commission rate on portfolio transactions $ 0.0188 $ 0.0319
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
9/30/96 9/30/95 9/30/94 (C)
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 15.88 $ 14.23 $ 14.18
-------- -------- -----------
Income from investment operations
Net investment income (loss) (0.04) 0.05 (0.01)
Net realized and unrealized gain (loss) on investments 2.82 1.60 0.06
--------- -------- ------------
Total from investment operations 2.78 1.65 0.05
--------- -------- ------------
Less distributions
From capital gains (0.80) -- --
--------- --------- ------------
Net asset value, end of period $ 17.86 $ 15.88 $ 14.23
========= ========= ============
TOTAL RETURN* 18.40% 11.60% 0.35%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 13,098 $ 6,854 $ 8,882
Ratio of expenses to average net assets 1.95% 2.06% 2.09% (a)
Ratio of expenses to average net assets excluding waiver 1.95% 2.11% 3.18% (a)
Ratio of net investment income (loss) to average net assets (0.21%) 0.26% (0.10%)(a)
Portfolio turnover rate 130% 155% 2%
Average commission rate on portfolio transactions $ 0.0320
</TABLE>
(a) Annualized.
(c) For the period from March 29, 1994 (commencement of operations), to
September 30, 1994.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
26
<PAGE>
MENTOR PERPETUAL GLOBAL PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
YEAR YEAR
ENDED ENDED
9/30/98 9/30/97
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 20.32 $ 17.46
--------- --------
Income from investment operations
Net investment loss (0.12) (0.02)
Net realized and unrealized gain (loss) on investments (0.97) 3.51
--------- ---------
Total from investment operations (1.09) 3.49
--------- ---------
Less distributions
From capital gains (1.02) (0.63)
--------- ---------
Net asset value, end of period $ 18.21 $ 20.32
========= =========
TOTAL RETURN* (5.65%) 20.74%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 99,277 $ 89,030
Ratio of expenses to average net assets 2.50% 2.64%
Ratio of expenses to average net assets excluding waiver 2.51% 2.64%
Ratio of net investment loss to average net assets (0.77%) (0.68%)
Portfolio turnover rate 162% 128%
Average commission rate on portfolio transactions $ 0.0188 $ 0.0319
<CAPTION>
YEAR YEAR PERIOD
ENDED ENDED ENDED
9/30/96 9/30/95 9/30/94 (d)
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 15.67 $ 14.15 $ 14.18
-------- -------- -----------
Income from investment operations
Net investment loss (0.05) (0.05) (0.04)
Net realized and unrealized gain (loss) on investments 2.64 1.57 0.01
--------- -------- ------------
Total from investment operations 2.59 1.52 (0.03)
--------- -------- ------------
Less distributions
From capital gains (0.80) -- --
--------- -------- ------------
Net asset value, end of period $ 17.46 $ 15.67 $ 14.15
========= ======== ============
TOTAL RETURN* 17.39% 10.74% (0.21%)
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 42,131 $ 12,667 $ 7,987
Ratio of expenses to average net assets 2.70% 2.72% 2.79% (a)
Ratio of expenses to average net assets excluding waiver 2.70% 2.79% 3.93% (a)
Ratio of net investment loss to average net assets (0.91%) (0.40%) (0.82%)(a)
Portfolio turnover rate 130% 155% 2%
Average commission rate on portfolio transactions $ 0.0320
</TABLE>
CLASS Y SHARES
<TABLE>
<CAPTION>
PERIOD
ENDED
9/30/98 (e)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 18.81
---------
Income from investment operations
Net investment income 0.00 (f)
Net realized and unrealized gain on investments 0.30
---------
Total from investment operations 0.30
---------
Less distributions
From capital gains (0.15)
-----------
Net asset value, end of period $ 18.96
===========
TOTAL RETURN* 1.60%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 1
Ratio of expenses to average net assets 1.50% (a)
Ratio of net investment loss to average net assets (0.02%)(a)
Portfolio turnover rate 162%
Average commission rate on portfolio transactions $ 0.0188
</TABLE>
(a) Annualized.
(d) For the period from March 29, 1994 (commencement of operations) to
September 30, 1994.
(e) For the period from November 19, 1997 (initial offering of Class Y shares)
to September 30, 1998.
(f) Income is less than $0.005 per share.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
27
<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
MANAGERS' COMMENTARY: THE LARGE-CAPITALIZATION QUALITY GROWTH MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
The S&P 500 declined approximately 10% in the third quarter of 1998 after a
remarkable string of 14 consecutive quarterly gains that began in the first
quarter of 1995. This year we have been more emphatically cautioning that the
stock market would have to adjust to considerably lower corporate earnings
prospects, and this transition would likely result in increased volatility and
lower returns than experienced over the past several years. Clearly this
scenario is unfolding in full force. Over the past 12 months the market has
been extremely volatile while the total return on the S&P 500 has been just 9%.
Earnings estimates for a broad range of companies are being sharply reduced. It
is now quite possible, in fact likely in our opinion, that the earnings of the
S&P 500 will decline in the second half of this year and in 1999.
These trends present a significant change from the strong, better-than-expected
earnings growth that has been a key pillar supporting the bull market since
1990, one of the best on record by almost any measure. But this change was
inevitable. It is part of the natural cyclical patterns of the economy,
corporate profitability, and the stock market. Supply and demand forces will
always cycle around each other at uneven rates with their crisscross
progressions being amplified by credit expansions and contractions. The 16%
compound annual earnings growth of the S&P 500 between 1991 and 1997 was
certainly not sustainable, particularly in an economy showing only 4-5% nominal
growth. After nearly perfect growth conditions during much of the 1990's,
corporate profitability is coming under pressure as global excess capacity is
chasing falling demand. And as should be expected at this point, lenders are
sharply curtailing credit and thereby reinforcing these developing pressures.
The most obvious target of blame for current concerns is the Asian crisis and
its ripples. However, we would still be facing some type of similar
macro-pressures even if Asia's problems had never surfaced. There will always
be countervailing forces to slow abnormally high growth.
The current retrenchment may be different from other recent ones as a matter of
degree. The prolonged expansion seems to have created an unusually high level
of complacency regarding the expected returns from risky assets - stocks,
venture capital, high-yield bonds, etc. Now this extreme complacency is coming
home to roost. Less certain investors are increasingly disengaging from riskier
assets. The resulting price declines are trapping traders who left themselves
too little room to maneuver. The incredibly telling recent downfall of a large
hedge fund illustrates the depth of this problem. Hordes of so-called
sophisticated investors and institutions blindly poured money into this highly
leveraged speculative scheme. Of course, we all know about the initial
disastrous consequences. Amazingly, it involved some of the financial markets'
most respected participants. It is a very ominous event that appears far from
being resolved. There is an undeterminably large amount of unstable money in
the global financial markets beyond the case of this large hedge fund. These
players are being squeezed out one after another as liquidity in almost all
risky asset classes contracts. This ongoing purging should keep volatility
historically high with the possibility of inflicting more serious damage to the
global economy than already seen.
Reacting to these developments the stock market is taking on more and more of a
panicked feel. There is now a strong preference for the apparently "safest"
sectors such as electric utility, regional
28
<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
MANAGERS' COMMENTARY: THE LARGE-CAPITALIZATION QUALITY GROWTH MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
telephone, large integrated energy, and domestic food stocks. These "defensive"
stocks have meaningfully outperformed the broader market. Our relative
performance has suffered because we have almost no exposure to these sectors,
since they do not meet our requirements of above average, consistent earnings
growth. This flight-to-safety is typical at this point in the cycle and its
primary motivation is fear. And why not? The Asian problems are developing into
a full-blown global crisis. Global financial liquidity has all but evaporated.
Analysts are repeatedly slashing earnings projections. Many companies that were
once considered infallible such as Coca-Cola, Disney, Gillette, and Procter &
Gamble have issued earnings warnings. Imagine what could happen if individual
investors start bailing out of mutual funds. And at a time when the world needs
strong leadership, the political situations in several key nations are a mess.
Obviously there is a lot to fear.
Fear and greed are a long-term investor's best asset and worst threat. These
emotions are an asset when they belong to others and a threat when they are
your own. Anyone operating in the stock market should know this truism well.
But the majority cannot adhere to it. It is exceedingly difficult for both
individual and institutional investors to look through an emotionally charged
volatile market and focus on the fundamentals. To us, fundamental analysis does
not mean trying to figure out cyclical swings in the economy and markets over
the next year. It means concentrating on longer-term business qualities. We
know that consistently implementing a well-defined investment discipline
through the ups and downs of an entire cycle is the best way to ensure
long-term success. We are well aware that current conditions in the economy and
stock market could worsen. You need to be too. There is no way to predict the
ultimate extent of the pressures now unfolding, and we will not pretend to try.
We approach our portfolio no differently today than we did a year ago. We focus
on a diversified group of companies with excellent operating records and
leading competitive positions. We are biased toward companies with
above-average business predictability. We have thoroughly analyzed their
results and prospects. We own them at prices we believe offer attractive
relative values. It is a very simple approach. Not an easy one, but a
straightforward one. We will at times be wrong in our analysis, but we will
strive to be as objective as possible. Of course we expect to be right more
often than not. We will not alter this approach just because those around us
are becoming more complacent or fearful. Over the long-term cyclical swings
wash out and business fundamentals prevail.
November 1998
29
<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Capital Growth Portfolio Class A and Class B Shares and the S&P 500.~
[GRAPH]
A Shares B Shares S&P 500
4/29/92 9450 10000 10000
9/30/92 9524 10061 10215
9/30/93 10306 10818 11543
9/30/94 10165 10601 11965
9/30/95 12216 12443 15521
9/30/96 15185 15532 18680
9/30/97 20467 20928 26236
9/30/98 22660 22767 28608
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year 5-Year Since Inception+++
Class A 4.34% 15.75% 13.57%
Class B 5.86% 16.17% 13.84%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The S&P 500 is adjusted to reflect reinvestment of dividends on securities
in the index. The S&P 500 is not adjusted to reflect sales loads,
expenses, or other fees that the SEC requires to be reflected in the
Portfolio's performance.
+ Represents a hypothetical investment of $10,000 in Mentor Capital Growth
Portfolio Class B Shares. A contingent deferred sales charge will be
imposed, if applicable, on Class B Shares of rates ranging from a maximum
of 4.00% of amounts redeemed during the first year following the date of
purchase to 1.00% of amounts redeemed during the five-year period
following the date of purchase. The value of the Class B Shares reflects a
redemption fee in effect at the end of each of the stated periods. The
Class B Shares' performance assumes the reinvestment of all dividends and
distributions.
++ Represents a hypothetical investment of $10,000 in Mentor Capital Growth
Portfolio Class A Shares, after deducting the maximum sales charge of
5.75% ($10,000 investment minus $575 sales charges = $9,425). The Class A
Shares' performance assumes the reinvestment of all dividends and
distributions.
+++ Reflects operations of Mentor Capital Growth Portfolio Class A and Class B
Shares from the date of commencement of operations on 4/29/92 through
9/30/98.
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Capital Growth Portfolio Class Y Shares and the S&P 500.~
[GRAPH]
Y Shares S&P 500
11/19/97 10000 10000
12/31/97 10300 10643
3/31/98 11835 12127
6/30/98 12285 12528
9/30/98 10895 11281
Total Returns as of 9/30/98
1-Year Since Inception++
Class Y Shares n/a 10.56%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The S&P 500 is adjusted to reflect reinvestment of dividends on securities
in the index. The S&P 500 is not adjusted to reflect sales loads,
expenses, or other fees that the SEC requires to be reflected in the
Portfolio's performance.
+ Represents a hypothetical investment of $10,000 in Mentor Capital Growth
Portfolio Class Y Shares. These shares are not subject to any sales or
contingent deferred sales charges. The Class Y Shares' performance assumes
the reinvestment of all dividends and distributions.
++ Reflects operations of Mentor Capital Growth Portfolio Class Y from the date
of issuance on 11/19/97 through 9/30/98.
30
<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS - 97.19%
BASIC MATERIALS - 2.72%
Bemis Company, Inc. 265,400 $9,305,587
----------
CAPITAL GOODS &
CONSTRUCTION - 9.68%
Emerson Electric Company 191,000 11,889,750
Illinois Tool Works 223,700 12,191,650
W.W. Grainger, Inc. 214,300 9,027,387
----------
33,108,787
----------
CONSUMER CYCLICAL - 14.08%
Chancellor Media Corporation * 213,000 7,108,875
Clear Channel Communications 157,750 7,493,125
Gannett, Inc. 194,000 10,391,125
Interpublic Group Companies 210,800 11,370,025
Newell Company 255,650 11,775,878
----------
48,139,028
----------
CONSUMER STAPLES - 10.75%
Philip Morris Companies, Inc. 260,000 11,976,250
Sherwin-Williams Company 546,600 11,820,225
Sysco Corporation 549,500 12,947,594
----------
36,744,069
----------
FINANCIAL - 20.44%
Ahmanson HF & Company 210,500 11,682,750
American Express Company 139,500 10,828,687
Federal National Mortgage
Association 171,600 11,025,300
NationsBank Corporation 199,150 10,654,525
Norwest Corporation 346,200 12,398,288
SouthTrust Corporation 32,700 1,142,456
UNUM Corporation 244,100 12,128,719
----------
69,860,725
----------
HEALTH - 14.79%
Bristol-Myers Squibb Company 128,250 13,321,969
HealthSouth Corporation 1,281,000 13,530,563
Johnson & Johnson 153,600 12,019,200
Tenet Healthcare Corporation 407,000 11,701,250
----------
50,572,982
----------
TECHNOLOGY - 18.41%
Automatic Data Processing 162,750 12,165,563
Computer Associates
International, Inc. 362,300 13,405,100
Computer Sciences Corporation 226,900 12,366,050
MCI WorldCom, Inc. 254,750 12,450,906
Sun Microsystems, Inc. * 251,850 12,545,278
----------
62,932,897
----------
</TABLE>
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
TRANSPORTATION & SERVICES - 2.04%
Werner Enterprises, Inc. 443,312 $ 6,982,164
-------------
MISCELLANEOUS - 4.28%
Tyco International Limited 264,600 14,619,150
-------------
TOTAL COMMON STOCKS
(COST $325,801,368) 332,265,389
-------------
SHORT-TERM INVESTMENT - 5.06%
REPURCHASE AGREEMENT
Goldman Sachs & Company
Dated 9/30/98, 5.60%, due
10/01/98, collateralized by
$17,523,355 Federal
National Mortgage
Association, 6.00%,
8/01/13, market value
$17,698,589
(cost $17,301,645) $ 17,301,645 17,301,645
-------------
TOTAL INVESTMENTS
(COST $343,103,013)-102.25% 349,567,034
OTHER ASSETS LESS
LIABILITIES - (2.25%) (7,698,090)
-------------
NET ASSETS - 100.00% $ 341,868,944
=============
</TABLE>
* Non-income producing.
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $411,684,003 and $263,413,957, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $343,119,643. Net unrealized appreciation aggregated
$6,447,391, of which $28,966,561, related to appreciated investment securities
and $22,519,170, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
31
<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value (Note 2)
Investment securities $332,265,389
Repurchase agreements 17,301,645
------------
Total investments
(cost $343,103,013) 349,567,034
Collateral for securities loaned
(Note 2) 15,562,984
Receivables
Fund shares sold 3,633,968
Dividends and interest 315,098
------------
TOTAL ASSETS 369,079,084
------------
LIABILITIES
Payables
Investments purchased $10,840,843
Securities loaned (Note 2) 15,562,984
Fund shares redeemed 755,755
Accrued expenses and other
liabilities 50,558
-----------
TOTAL LIABILITIES 27,210,140
------------
NET ASSETS $341,868,944
============
Net Assets represented by: (Note 2)
Additional paid-in capital $298,264,898
Accumulated undistributed
net investment income -
Accumulated net realized
gain on investment
transactions 37,140,025
Net unrealized appreciation
of investments 6,464,021
------------
NET ASSETS $341,868,944
============
NET ASSET VALUE PER SHARE
Class A Shares $ 22.71
Class B Shares $ 21.72
Class Y Shares $ 22.74
OFFERING PRICE PER SHARE
Class A Shares $ 24.09 (a)
Class B Shares $ 21.72
Class Y Shares $ 22.74
SHARES OUTSTANDING
Class A Shares 6,391,508
Class B Shares 9,059,483
Class Y Shares 49
</TABLE>
(a) Computation of offering price: 100/94.25 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends $ 2,936,795
Interest 804,494
------------
TOTAL INVESTMENT INCOME
(NOTE 2) 3,741,289
EXPENSES
Management fee (Note 4) $ 2,153,467
Distribution fee (Note 5) 1,227,717
Shareholder service fee (Note 5) 672,957
Transfer agent fee 324,574
Administration fee (Note 4) 269,183
Shareholder reports and postage
expenses 57,979
Registration expenses 52,663
Custodian and accounting fees 37,488
Legal fees 8,462
Directors' fees and expenses 6,830
Audit fees 4,556
Miscellaneous 25,373
-----------
Total expenses 4,841,249
------------
NET INVESTMENT LOSS (1,099,960)
------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain on investments
(Note 2) 45,438,253
Change in unrealized
appreciation on investments (32,273,002)
-----------
NET GAIN ON INVESTMENTS 13,165,251
------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 12,065,291
============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
32
<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE IN NET ASSETS
Operations
Net investment income (loss) $ (1,099,960) $ 55,807
Net realized gain on investments 45,438,253 14,469,617
Change in unrealized appreciation on investments (32,273,002) 24,877,344
------------- -------------
Increase in net assets resulting from operations 12,065,291 39,402,768
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income
Class A (29,728) -
Class B (52,910) -
From net realized gain on investments
Class A (5,934,313) (4,657,749)
Class B (10,484,517) (10,198,967)
Class Y (12) -
------------- -------------
Total distributions to shareholders (16,501,480) (14,856,716)
------------- -------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 220,347,637 61,493,267
Reinvested distributions 16,089,732 14,535,885
Shares redeemed (69,421,744) (21,387,389)
------------- -------------
Change in net assets resulting from capital share transactions 167,015,625 54,641,763
------------- -------------
Increase in net assets 162,579,436 79,187,815
Net Assets
Beginning of year 179,289,508 100,101,693
------------- -------------
End of year (including accumulated undistributed net investment
income of $0 and $59,668, respectively) $ 341,868,944 $ 179,289,508
============= =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 22.42 $ 19.36 $ 16.02 $ 14.88 $ 15.26
--------- --------- --------- -------- --------
Income from investment operations
Net investment income (loss) (0.10) (0.02) 0.11 0.02 0.09
Net realized and unrealized gain (loss) on
investments 2.34 5.87 3.73 2.91 (0.30)
---------- ---------- --------- -------- --------
Total from investment operations 2.24 5.85 3.84 2.93 (0.21)
---------- ---------- --------- -------- --------
Less distributions
From net investment income (0.01) - - - (0.04)
From capital gains (1.94) (2.79) (0.50) (1.79) (0.13)
---------- ---------- ---------- -------- --------
Total distributions (1.95) (2.79) (0.50) (1.79) (0.17)
---------- ---------- ---------- -------- --------
Net asset value, end of year $ 22.71 $ 22.42 $ 19.36 $ 16.02 $ 14.88
========== ========== ========== ======== ========
TOTAL RETURN* 10.72% 34.78% 24.63% 20.18% (1.37%)
RATIOS / SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $145,117 $ 65,703 $ 31,889 $ 29,582 $ 21,181
Ratio of expenses to average net assets 1.34% 1.41% 1.43% 1.87% 1.70%
Ratio of net investment income to average net assets 0.06% 0.53% 0.51% 0.27% 0.53%
Portfolio turnover rate 104% 64% 98% 157% 149%
Average commission rate on portfolio transactions $ 0.0692 $ 0.0697 $ 0.0688
</TABLE>
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
33
<PAGE>
MENTOR CAPITAL GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 21.68 $ 18.92 $ 15.79 $ 14.80 $ 15.23
---------- ---------- -------- -------- --------
Income from investment operations
Net investment income (loss) (0.08) - (0.04) 0.25 (0.04)
Net realized and unrealized gain (loss) on investments 2.07 5.55 3.67 2.53 (0.26)
---------- ---------- --------- -------- --------
Total from investment operations 1.99 5.55 3.63 2.78 (0.30)
---------- ---------- --------- -------- --------
Less distributions
From net investment income (0.01) - - - -
From capital gains (1.94) (2.79) (0.50) (1.79) (0.13)
---------- ---------- --------- -------- --------
Total distributions (1.95) (2.79) (0.50) (1.79) (0.13)
---------- ---------- --------- -------- --------
Net asset value, end of year $ 21.72 $ 21.68 $ 18.92 $ 15.79 $ 14.80
========== ========== ========= ======== ========
TOTAL RETURN* 9.86% 33.88% 23.64% 19.26% (2.00%)
RATIOS / SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $ 196,751 $ 113,587 $ 68,213 $ 57,648 $ 41,106
Ratio of expenses to average net assets 2.09% 2.16% 2.18% 2.56% 2.46%
Ratio of net investment loss to average net assets (0.70%) (0.22%) (0.24%) (0.41%) (0.22%)
Portfolio turnover rate 104% 64% 98% 157% 149%
Average commission rate on portfolio transactions $ 0.0692 $ 0.0697 $ 0.0688
</TABLE>
CLASS Y SHARES
<TABLE>
<CAPTION>
PERIOD
ENDED
9/30/98 (b)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 20.81
--------
Income from investment operations
Net investment income 0.02
Net realized and unrealized gain on investments 2.16
--------
Total from investment operations 2.18
--------
Less distributions
From capital gains (0.25)
----------
Net asset value, end of period $ 22.74
==========
TOTAL RETURN* 10.56%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 1
Ratio of expenses to average net assets 1.09% (a)
Ratio of net investment income to average net assets 0.38% (a)
Portfolio turnover rate 104%
Average commission rate on portfolio transactions $ 0.0692
</TABLE>
(a) Annualized.
(b) Reflects operations for the period from November 19, 1997 (initial offering
of Class Y shares) to September 30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
34
<PAGE>
MENTOR STRATEGY PORTFOLIO
MANAGERS' COMMENTARY: THE MENTOR STRATEGY TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
The Mentor Strategy Portfolio has historically been managed according to a
top-down tactical asset allocation investment methodology that relies on
periodic and sometimes aggressive asset allocation shifts between stocks,
bonds, and cash. During the 12-month period ended September 30, 1998 there were
a number of significant changes affecting the Strategy Portfolio. Don Hays, the
chief investment manager of the Portfolio, announced that he would be reducing
his workload and would consequently have less time available to devote to the
Strategy Portfolio. While Don continued to maintain involvement in asset
allocation decision making, responsibility for stock and bond selection within
the Portfolio was assumed by Mentor's Large Capitalization Quality Growth
Equity and Active Fixed-Income teams.
At the November 12, 1998 Mentor Strategy Portfolio Shareholders Meeting a Plan
of Reorganization was adopted by shareholders vote under which the Mentor
Strategy Portfolio was merged into the Mentor Balanced Portfolio. The Mentor
Balanced Portfolio is a mutual fund managed by the same Mentor Large
Capitalization Quality Growth Equity and Active Fixed-Income teams that
currently manage the Strategy Portfolio. The Mentor Balanced Portfolio employs
the same stock and bond selection criteria currently used in the Strategy
Portfolio. It does, however, maintain relatively stable asset allocation blends
rather than employ significant tactical allocation shifts among asset classes.
MARKET OVERVIEW
The first three quarters of the fiscal year ended September 30, 1998 culminated
an unprecedented trend of 14 consecutive quarterly gains for the S&P 500. The
July-September period, however, saw a dramatic departure from this trend, with
the S&P 500 declining 10%. Despite poor equity returns, U.S. government
fixed-income markets were extremely strong. In fact the July-September period
marked one of the few times in recent years that bonds significantly
outperformed stocks. However, the broad rally in treasury bonds was not shared
by more credit-sensitive fixed-income sectors, as investors aggressively
shifted assets into low risk instruments only.
EQUITY REVIEW AND OUTLOOK
For some time we have been emphatically cautioning that the stock market would
have to adjust to considerably lower corporate earnings prospects, and this
transition would likely result in increased volatility and lower returns than
experienced over the past several years. Finally this scenario is unfolding in
full force. Earnings estimates for a broad range of companies are being sharply
reduced. It is now quite possible, in fact likely in our opinion, that the
earnings of the S&P 500 will decline in the second half of this year and in
1999.
These trends present a significant change from the strong, better-than-expected
earnings growth that has been a key pillar supporting the bull market since
1990, one of the best on record by almost any measure. But this change was
inevitable. It is part of the natural cyclical patterns of the economy,
corporate profitability, and the stock market. After nearly perfect growth
conditions during much of the 1990's, corporate profitability is coming under
pressure as global excess capacity is chasing falling demand. And as should be
expected at this point, lenders are sharply curtailing credit and thereby
reinforcing these developing pressures.
35
<PAGE>
MENTOR STRATEGY PORTFOLIO
MANAGERS' COMMENTARY: THE MENTOR STRATEGY TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
Fear and greed are a long-term investor's best asset and worst threat. It is
exceedingly difficult for both individual and institutional investors to look
through an emotionally charged volatile market and focus on the fundamentals.
To us, fundamental analysis does not mean trying to figure out cyclical swings
in the economy and markets over the next year. It means concentrating on
longer-term business qualities. We know that consistently implementing a
well-defined investment discipline through the ups and downs of an entire cycle
is the best way to ensure long-term success. We focus on a diversified group of
companies with excellent operating records and leading competitive positions.
We are biased toward companies with above-average business predictability. We
have thoroughly analyzed their results and prospects. We own them at prices we
believe offer attractive relative values. It is a very simple approach. Not an
easy one, but a straightforward one. We will at times be wrong in our analysis,
but we will strive to be as objective as possible. Of course we expect to be
right more often than not. We will not alter this approach just because those
around us are becoming more complacent or fearful. Over the long-term cyclical
swings wash out and business fundamentals prevail.
FIXED INCOME REVIEW AND OUTLOOK
On the fixed-income side, our short-term strategy in this tumultuous
environment has been to tilt portfolio durations somewhat long relative to our
benchmarks, as well as more heavily weight sector allocations toward treasury
securities. Given our long-term confidence in the U.S. economy we are waiting
for an opportunity to aggressively move into domestic spread sectors. Prior to
such a move, we will have to be convinced that these markets have stabilized.
In our opinion such stabilization will require the Fed to continue to move
forcefully to further ease credit conditions.
The primary risk we see to our outlook is timing. The U.S. economy has
tremendous forward momentum and the current yield curve is already pricing in
an aggressive Fed ease. Should events unfold more slowly than the market hopes,
the bond market could encounter some short-term turbulence. We would view these
sell-offs as short term in nature and would utilize the higher yield levels to
extend our duration further.
CURRENT PORTFOLIO POSITIONING
At year end the asset allocation mix in the Mentor Strategy Portfolio was 52%
stocks, 42% bonds, and 6% cash. This compares to 62% stocks, 23% bonds, and 15%
cash on September 30, 1997. This time a year ago the equity holdings were
largely small capitalization whereas today they are large capitalization growth
companies. The fixed-income portfolio today targets the Lehman Brothers
Aggregate Bond Index as its benchmark. This is a more conservative posture than
the fixed-income investments at the beginning of the fiscal year which were
primarily in long-term, and hence more volatile, treasury securities. We
believe that each of these changes positions us appropriately for what we
anticipate to be continued market volatility in the months ahead.
November 1998
36
<PAGE>
MENTOR STRATEGY PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change of value of hypothetical $10,000 investment in Mentor
Strategy Portfolio Class A Shares and the S&P 500.~
[GRAPH]
Class A S&P 500
6/5/95 9425 10000
9/30/95 10554 10890
9/30/96 12747 13291
9/30/97 14273 18668
9/30/98 14318 20356
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year Since Inception**
Class A (5.47%) 11.41%
PAST PERFORMANCE DOES NOT GUARANTEE FUTURE COMPARABLE RESULTS. INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PERFORMANCE
FIGURES REPRESENT CHANGE IN INVESTMENT VALUE AFTER REINVESTING ALL
DISTRIBUTIONS.
~ The S&P 500 is adjusted to reflect reinvestment of dividends on securities
in the index. The S&P 500 is not adjusted to reflect sales loads, expenses
or other fees that the SEC requires to be reflected in the Portfolio's
performance.
* Represents a hypothetical investment of $10,000 in Mentor Strategy Portfolio
Class A Shares, after deducting the maximum sales charge of 5.75%
($10,000 investment minus $575 sales charges = $9,425). The Class A
Shares' performance assumes the reinvestment of all dividends and
distributions.
** Reflects operations of Mentor Strategy Portfolio Class A from the date of
issuance on 6/5/95 through 9/30/98.
Comparison of change of value of hypothetical $10,000 investment in Mentor
Strategy Portfolio Class B Shares and the S&P 500.~
[GRAPH]
Class B S&P 500
10/29/93 10000 10000
12/31/94 9798 10157
9/30/95 12175 13180
9/30/96 14125 15860
9/30/97 15838 22275
9/30/98 15864 24290
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year Since Inception+
Class B (3.74%) 9.81%
PAST PERFORMANCE DOES NOT GUARANTEE FUTURE COMPARABLE RESULTS. INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PERFORMANCE
FIGURES REPRESENT CHANGE IN INVESTMENT VALUE AFTER REINVESTING ALL
DISTRIBUTIONS.
*** Represents a hypothetical investment of $10,000 in Mentor Strategy
Portfolio Class B Shares. A contingent deferred sales charge will be
imposed, if applicable, on Class B shares at rates ranging from a maximum
of 4.00% of amounts redeemed during the first year following the date of
purchase to 1.00% of amounts redeemed during the five-year period
following the date of purchase. The value of the Class B Shares reflects
a redemption fee in effect at the end of each of the stated periods. The
Class B Shares' performance assumes the reinvestment of all dividends and
distributions.
+ Reflects operations of Mentor Strategy Portfolio Class B from the date of
commencement of operations on 10/29/93 through 9/30/98.
37
<PAGE>
MENTOR STRATEGY PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change of value of hypothetical $10,000 investment in Mentor
Strategy Portfolio Class Y Shares and the S&P 500.~
[GRAPH]
Class Y S&P 500
11/19/97 10000 10000
12/31/97 10060 10760
3/31/98 10707 12249
6/30/98 11027 12394
9/30/98 10294 11281
Total Returns as of 9/30/98
1-Year Since Inception**
Class Y n/a 2.87%
PAST PERFORMANCE DOES NOT GUARANTEE FUTURE COMPARABLE RESULTS. INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PERFORMANCE
FIGURES REPRESENT CHANGE IN INVESTMENT VALUE AFTER REINVESTING ALL
DISTRIBUTIONS.
~ The S&P 500 is adjusted to reflect reinvestment of dividends on securities
in the index. The S&P 500 is not adjusted to reflect sales loads, expenses
or other fees that the SEC requires to be reflected in the Portfolio's
performance.
* Represents a hypothetical investment of $10,000 in Mentor Strategy Portfolio
Class Y Shares. These shares are not subject to any sales or contingent
deferred sales charges. The Class Y Shares' performance assumes the
reinvestment of all dividends and distributions.
** Reflects operations of Mentor Strategy Portfolio Class Y from the date of
issuance on 11/19/97 through 9/30/98.
38
<PAGE>
MENTOR STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS - 52.08%
CAPITAL GOODS &
CONSTRUCTION - 5.59%
Emerson Electric Company 75,100 $ 4,674,975
Illinois Tool Works 78,000 4,251,000
W.W. Grainger, Inc. 86,900 3,660,662
------------
12,586,637
------------
COMMERCIAL SERVICES - 0.88%
Omnicom Group 43,800 1,971,000
------------
CONSUMER CYCLICAL - 8.43%
Chancellor Media
Corporation * 47,000 1,568,625
Clear Channel
Communications 41,600 1,976,000
Gannett, Inc. 42,600 2,281,763
General Motors Corporation 19,100 1,044,531
Interpublic Group Company 54,600 2,944,987
Newell Company 90,200 4,154,837
Time Warner 25,800 2,259,113
Tribune Company 35,300 1,776,031
Walt Disney Company 39,000 987,188
------------
18,993,075
------------
CONSUMER STAPLES - 4.38%
Philip Morris Companies, Inc. 61,400 2,828,238
Sherwin-Williams Company 133,200 2,880,450
Sysco Corporation 176,000 4,147,000
------------
9,855,688
------------
ENERGY - 0.43%
Williams Companies 33,500 963,125
------------
FINANCIAL - 11.48%
Ahmanson HF & Company 25,500 1,415,250
Charter One Financial, Inc. 97,873 2,410,113
Dime Bancorp, Inc. 61,700 1,561,781
M & T Bank Corporation 2,901 1,337,361
Marsh & McLennan
Companies, Inc. 14,700 731,325
North Fork Bancorp 111,750 2,235,000
Northern Trust Corporation 35,200 2,402,400
Old Republic International
Corporation 92,550 2,082,375
Price (T. Rowe) & Associates,
Inc. 70,000 2,056,250
Torchmark Corporation 52,000 1,868,750
Travelers Group, Inc. 45,300 1,698,750
UNUM Corporation 77,000 3,825,937
U S Bancorp 62,700 2,229,769
------------
25,855,061
------------
HEALTH - 6.81%
Bristol-Myers Squibb Company 37,600 3,905,700
HealthSouth Corporation * 188,700 1,993,144
Johnson & Johnson 62,600 4,898,450
Tenet Healthcare Corporation 158,000 4,542,500
------------
15,339,794
------------
</TABLE>
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
RETAIL - 1.27%
Safeway, Inc. * 61,600 $ 2,856,700
------------
TECHNOLOGY - 10.42%
Automatic Data Processing 60,100 4,492,475
Computer Associates
International, Inc. 22,600 836,200
Computer Sciences
Corporation 69,500 3,787,750
GTE Corporation 31,400 1,727,000
MCI WorldCom, Inc. 90,000 4,398,750
Sprint Corporation 23,900 1,720,800
Sun Microsystems, Inc. * 103,500 5,155,594
U S West, Inc. 25,905 1,358,393
------------
23,476,962
------------
TRANSPORTATION - 0.70%
Werner Enterprises, Inc. 100,000 1,575,000
------------
MISCELLANEOUS - 1.69%
Tyco International Limited 69,100 3,817,775
------------
TOTAL COMMON STOCKS
(COST $119,416,670) 117,290,817
------------
U.S. GOVERNMENT SECURITIES - 41.72%
U.S. Treasury Bond, 5.50%,
1/31/03 (a) $12,000,000 12,531,120
U.S. Treasury Bond, 6.50%,
11/15/26 68,323,000 81,437,600
------------
TOTAL U.S. GOVERNMENT
SECURITIES
(COST $78,253,007) 93,968,720
------------
211,259,537
------------
SHORT-TERM INVESTMENT - 6.03%
REPURCHASE AGREEMENT
Goldman Sachs & Company
Dated 9/30/98, 5.60%, due
10/01/98, collateralized by
$13,769,132 Federal
National Mortgage
Association, 6.00%,
8/01/13, market value
$13,906,823,
(cost $13,594,355) 13,594,355 13,594,355
------------
TOTAL INVESTMENTS
(COST $211,264,032)-99.83% 224,853,892
OTHER ASSETS LESS
LIABILITIES - 0.17% 379,555
------------
NET ASSETS - 100.00% $225,233,447
============
</TABLE>
* Non-income producing.
(a) A portion of this security is pledged as collateral for open futures
contracts.
39
<PAGE>
MENTOR STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $196,774,571 and $286,670,918, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $211,280,993. Net unrealized appreciation aggregated
$13,572,899, of which $25,354,232, related to appreciated investment securities
and $11,781,333, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
40
<PAGE>
MENTOR STRATEGY PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value (Note 2)
Investment securities $ 211,259,537
Repurchase agreements 13,594,355
-------------
Total investments
(cost $211,264,032) 224,853,892
Collateral for securities
loaned (Note 2) 60,165,776
Receivables
Fund shares sold 61,401
Dividends and interest 1,908,750
Deferred expenses (Note 2) 5,034
-------------
TOTAL ASSETS 286,994,853
-------------
LIABILITIES
Payables
Securities loaned (Note 2) $ 60,165,776
Fund shares redeemed 502,685
Variation margin 1,032,188
Accrued expenses and other
liabilities 60,757
------------
TOTAL LIABILITIES 61,761,406
-------------
NET ASSETS $ 225,233,447
=============
Net Assets represented by: (Note 2)
Additional paid-in capital $ 192,886,301
Accumulated undistributed
net investment income 2,163,583
Accumulated net realized
gain on investment
transactions 20,465,541
Net unrealized appreciation
of investments and open
futures contracts 9,718,022
-------------
NET ASSETS $ 225,233,447
=============
NET ASSET VALUE PER SHARE
Class A Shares $ 15.41
Class B Shares $ 14.97
Class Y Shares $ 15.43
OFFERING PRICE PER SHARE
Class A Shares $ 16.35(a)
Class B Shares $ 14.97
Class Y Shares $ 15.43
SHARES OUTSTANDING
Class A Shares 1,602,162
Class B Shares 13,393,973
Class Y Shares 67
</TABLE>
(a) Computation of offering price: 100/94.25 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends (b) $ 1,264,309
Interest 7,295,963
-----------
TOTAL INVESTMENT INCOME
(NOTE 2) 8,560,272
EXPENSES
Management fee (Note 4) $ 2,420,122
Distribution fee (Note 5) 1,875,172
Shareholder service fee (Note 5) 711,799
Transfer agent fee 375,675
Administration fee (Note 4) 284,720
Shareholder reports and postage
expenses 67,926
Custodian and accounting fees 64,615
Registration expenses 47,295
Organizational expenses 20,152
Legal fees 10,523
Directors' fees and expenses 8,296
Audit fees 5,661
Miscellaneous 29,147
-----------
Total expenses 5,921,103
-----------
NET INVESTMENT INCOME 2,639,169
-----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized gain on
investments (Note 2) 24,557,938
Change in unrealized appreciation
on investments and futures
contracts (26,287,481)
-----------
NET LOSS ON INVESTMENTS (1,729,543)
-----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 909,626
===========
</TABLE>
(b) Net of foreign withholding taxes of $8,800.
SEE NOTES TO FINANCIAL STATEMENTS.
41
<PAGE>
MENTOR STRATEGY PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income $ 2,639,169 $ 5,345,384
Net realized gain on investments 24,557,938 54,534,179
Change in unrealized appreciation on investments and futures contracts (26,287,481) (24,297,952)
-------------- -------------
Increase in net assets resulting from operations 909,626 35,581,611
-------------- -------------
Distributions to Shareholders
From net investment income
Class A (617,602) -
Class B (4,725,533) -
From net realized gain on investments
Class A (6,308,309) (1,531,137)
Class B (48,272,257) (21,767,428)
-------------- -------------
Total distributions to shareholders (59,923,701) (23,298,565)
-------------- -------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 16,612,646 71,646,650
Reinvested distributions 58,353,501 22,750,654
Shares redeemed (133,155,402) (73,109,779)
-------------- -------------
Change in net assets resulting from capital share transactions (58,189,255) 21,287,525
-------------- -------------
Increase (decrease) in net assets (117,203,330) 33,570,571
Net Assets
Beginning of year 342,436,777 308,866,206
-------------- -------------
End of year (including accumulated undistributed net investment
income of $2,163,583 and $5,365,536, respectively) $ 225,233,447 $ 342,436,777
============== =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
9/30/98 9/30/97 9/30/96 9/30/95 (B)
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 18.61 $ 17.96 $ 15.24 $ 13.45
--------- --------- --------- ----------
Income from investment operations
Net investment income 0.40 0.31 0.08 -
Net realized and unrealized gain (loss) on investments (0.35) 1.68 2.86 1.79
---------- --------- --------- -----------
Total from investment operations 0.05 1.99 2.94 1.79
---------- --------- --------- -----------
Less distributions
From net investment income (0.29) - - -
From capital gains (2.96) (1.34) (0.22) -
---------- ---------- ---------- -----------
Total distributions (3.25) (1.34) (0.22) -
---------- ---------- ---------- -----------
Net asset value, end of period $ 15.41 $ 18.61 $ 17.96 $ 15.24
========== ========== ========== ===========
TOTAL RETURN* 0.32% 11.97% 19.36% 13.31%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 24,685 $ 40,552 $ 20,372 $ 10,503
Ratio of expenses to average net assets 1.42% 1.45% 1.42% 1.65% (a)
Ratio of net investment income (loss) to average net assets 1.59% 2.29% 0.62% (0.06%)(a)
Portfolio turnover rate 77% 192% 125% 122%
Average commission rate on portfolio transactions $ 0.0708 $ 0.0644 $ 0.0669
</TABLE>
(a) Annualized.
(b) For the period from June 5, 1995 (initial offering of Class A Shares) to
September 30, 1995.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
42
<PAGE>
MENTOR STRATEGY PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
9/30/98 9/30/97 9/30/96
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 18.29 $ 17.79 $ 15.21
-------- --------- ----------
Income from investment operations
Net investment income (loss) 0.16 0.26 (0.03)
Net realized and unrealized gain (loss) on
investments (0.23) 1.58 2.83
--------- --------- ----------
Total from investment operations (0.07) 1.84 2.80
--------- --------- ----------
Less distributions
From net investment income (0.29) - -
From capital gains (2.96) (1.34) (0.22)
--------- ---------- ----------
Total distributions (3.25) (1.34) (0.22)
--------- ---------- ----------
Net asset value, end of period $ 14.97 $ 18.29 $ 17.79
========= ========== ==========
TOTAL RETURN* (0.46%) 11.19% 18.48%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 200,547 $ 301,885 $ 288,494
Ratio of expenses to average net assets 2.17% 2.20% 2.19%
Ratio of net investment income (loss) to average
net assets 0.84% 1.54% (0.19%)
Portfolio turnover rate 77% 192% 125%
Average commission rate on portfolio transactions $ 0.0708 $ 0.0644 $ 0.0669
<CAPTION>
PERIOD
PERIOD ENDED YEAR ENDED ENDED
9/30/95 (c) 12/31/94 12/31/93 (d)
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.24 $ 12.70 $ 12.50
---------- -------- ---------
Income from investment operations
Net investment income (loss) - ( 0.06) -
Net realized and unrealized gain (loss) on
investments 2.97 ( 0.40) 0.20
---------- -------- ---------
Total from investment operations 2.97 ( 0.46) 0.20
---------- -------- ---------
Less distributions
From net investment income - - -
From capital gains - - -
---------- -------- ---------
Total distributions - - -
---------- -------- ---------
Net asset value, end of period $ 15.21 $ 12.24 $ 12.70
========== ======== =========
TOTAL RETURN* 24.26% (3.61%) 1.60%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 224,643 $179,274 $ 122,177
Ratio of expenses to average net assets 2.31%(a) 2.19% 2.06%(a)
Ratio of net investment income (loss) to average
net assets 0.02%(a) (0.54%) 0.08%(a)
Portfolio turnover rate 122% 143% 0%
Average commission rate on portfolio transactions
</TABLE>
CLASS Y SHARES
<TABLE>
<CAPTION>
PERIOD
ENDED 9/30/98 (e)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 15.01
--------
Income from investment operations
Net investment income 0.25
Net realized and unrealized gain on investments 0.18
--------
Total from investment operations 0.43
--------
Less distributions
From capital gains (0.01)
----------
Net asset value, end of period $ 15.43
==========
TOTAL RETURN* 2.87%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 1
Ratio of expenses to average net assets 1.17% (a)
Ratio of net investment income to average net assets 2.18% (a)
Portfolio turnover rate 77%
Average commission rate on portfolio transactions $ 0.0708
</TABLE>
(a) Annualized.
(c) For the period from January 1, 1995 to September 30, 1995.
(d) For the period from October 29, 1993 (commencement of operations) to
December 31, 1993.
(e) For the period from November 19, 1997 (initial offering of Class Y Shares)
to September 30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
43
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
MANAGERS' COMMENTARY: THE INCOME AND GROWTH MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
REVIEW OF MARKETS
Investors who had come to expect double-digit positive returns were brought
back to earth over the last 12 months -- and most especially in the quarter
just ended. The S&P 500 rose 9% in the 12 month period ending September 30,
1998, but that positive return masks two factors: the pain inflicted by a
(9.9%) result in the third calendar quarter and the performance dominance of
the largest stocks in that index. Over the year, we have experienced a
significant disparity throughout sectors of the market: large-capitalization
growth stocks rose 11.1%, while their large-cap. value brethren returned a
meager 3.6%. In marked contrast, small stocks returned (19%) during the past 12
months. Bond investors, on the other hand, were well rewarded during the
period, due in large part to stunning declines in longer-term yields. For the
period the Lehman Brothers Aggregate Index returned 11.5%.
PORTFOLIO PERFORMANCE
For the 12 month period ended September 30, 1998, the Mentor Income and Growth
Portfolio returned 5.81% for the A shares and 5.01% for the B shares, exclusive
of sales charges, compared to 3.26% for the Lipper Balanced Average. The
Portfolio's performance over all relevant time periods places it in the first
or second quartile of its competitive peer group as ranked by Lipper Analytical
Services.
MARKET OUTLOOK
Perhaps the most important question at present is whether the U.S. economy will
continue to grow, or if the economic problems in many of the emerging markets
and Japan will result in a domestic recession. We believe the odds still favor
expansion. Importantly, the Federal Reserve has taken note of world events and
very low levels of domestic inflation and has chosen to ease monetary policy.
Given the benign rate of inflation, there is plenty of room for the Fed to
lower rates further. Also, with the Federal government running a large budget
surplus, there is some room to adopt a more stimulative fiscal policy. Finally,
the consumer normally leads the economy either into or out of a recession, and
at present, the fundamentals for consumer spending remain quite healthy.
Nevertheless, the risk of a recession is certainly higher than it was at any
time in the last twelve months. Declines in exports and corporate profit
pressures could lead to layoffs, and significantly impinge on consumer
confidence and spending plans.
PORTFOLIO STRATEGY
As of September 30, 1998, the Portfolio's asset allocation was 59% equity, 41%
bonds and 0% cash. Our concerns about equity valuations, and consequently, our
underweighting of stocks in the Portfolio, proved painful for most of the last
12 months, but provided "shelter from the storm" for shareholders in the
quarter just ended. We are considering increasing the Portfolio's equity
weighting slightly over the next several months due to attractive buying
opportunities in a number of stocks.
EQUITY STRATEGY
The market correction we have experienced is painful, but holds a silver
lining. We are beginning to see a growing list of stocks selling at valuation
levels that would have attracted our attention anytime in the last 10 years.
These valuations become even more attractive in light of the lowest levels of
inflation and interest rates since the first half of the 1960's. In the present
environment, we
44
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
MANAGERS' COMMENTARY: THE INCOME AND GROWTH MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
will be focusing on attractively valued stocks of companies that have strong
industry positions, healthy cash flows, and sound balance sheets. We will
prefer, but not limit ourselves to, companies with a below-average exposure to
foreign markets.
FIXED INCOME STRATEGY
The 30-year Treasury bond is rapidly achieving the lowest yield levels since
the government began issuing these securities in 1977. Short- and
intermediate-term yields have not fallen to their 1993 lows, but are getting
close. There is little question that the Treasury market is assuming a
substantially weaker U.S. economy and a period of monetary ease from the
Federal Reserve. In our view, both of these are likely to come to pass.
Based upon this outlook, we are retaining a portfolio duration longer than
benchmark, because we believe that interest rates can fall modestly from
current levels, although long-term rates are unlikely to fall much from here.
During the prior year, we have gradually increased the Portfolio's modest
exposure to corporate bonds and have been noticeably underweight in
mortgage-backed securities. We anticipate adding to our holdings of high
quality non-Treasury sectors over the coming months.
November 1998
45
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Income and Growth Portfolio Class A and Class B Shares, the S&P 500 and the
Lehman Brothers Aggregate Bond Index.+
[GRAPH]
Class Class
A Shares B Shares LAGG/S&P 500
5/24/93 9425 10133 10000
9/30/93 9909 10506 10353
9/30/94 10578 11239 10446
9/30/95 12402 12614 12879
9/30/96 14802 15140 14686
9/30/97 18076 18499 18723
9/30/98 19126 19302 20692
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year 5-Year Since Inception++
Class A (0.29%) 12.62% 12.84%
Class B 1.22% 12.67% 14.70%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
** Represents a hypothetical investment of $10,000 in Mentor Income and Growth
Portfolio Class B Shares. A contingent deferred sales charge will be
imposed, if applicable, on Class B shares at rates ranging from a maximum
of 4.00% of amounts redeemed during the first year following the date of
purchase to 1.00% of amounts redeemed during the five-year period
following the date of purchase. The value of the Class B Shares reflects a
redemption fee in effect at the end of each of the stated periods. The
Class B Shares' performance assumes the reinvestment of all dividends and
distributions.
*** Represents a hypothetical investment of $10,000 in Mentor Income and Growth
Portfolio Class A Shares, after deducting the maximum sales charge of
5.75% ($10,000 investment minus $575 sales charges = $9,425). The Class A
Shares' performance assumes the reinvestment of all dividends and
distributions.
+ The Standard & Poor's Index (S&P 500) is an unmanaged,
market-value-weighted index of 500 widely held domestic common stocks. An
unmanaged index does not reflect expenses and may not correspond to the
performance of a managed portfolio in which expenses are incurred. The
Lehman Brothers Aggregate Index is made up of the Government/Corporate
Index, the Mortgage-Backed Securities Index, and the Asset-Backed
Securities Index. The Lehman Brothers Aggregate Bond Index and S&P 500 are
adjusted to reflect reinvestment of interest and dividends on securities
in the indexes. The Lehman Brothers Aggregate Bond Index and S&P 500 are
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance. This index
represents an asset allocation of 60% S&P 500 stocks and 40% Lehman
Brothers Aggregate Bond Index.
++ Reflects operations of Mentor Income and Growth Portfolio Class A and Class
B Shares from the date of commencement of operations on 5/24/93 through
9/30/98.
46
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Income and Growth Portfolio Class Y Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
Class
Y Shares LAGG/S&P 500
11/19/97 10000 10000
12/31/97 10217 10435
3/31/98 10860 11374
6/30/98 10796 11706
9/30/98 10660 11211
Total Returns as of 9/30/98
1-Year Since Inception++
Class Y n/a 7.29%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
*** Represents a hypothetical investment of $10,000 in Mentor Income and Growth
Portfolio Class Y Shares. These shares are not subject to any sales or
contingent deferred sales charges. The Class Y Shares' performance
assumes the reinvestment of all dividends and distributions.
+ The Standard & Poor's Index (S&P 500) is an unmanaged,
market-value-weighted index of 500 widely held domestic common stocks. An
unmanaged index does not reflect expenses and may not correspond to the
performance of a managed portfolio in which expenses are incurred. The
Lehman Brothers Aggregate Index is made up of the Government/Corporate
Index, the Mortgage-Backed Securities Index, and the Asset-Backed
Securities Index. The Lehman Brothers Aggregate Bond Index and S&P 500 are
adjusted to reflect reinvestment of interest and dividends on securities
in the indexes. The Lehman Brothers Aggregate Bond Index and S&P 500 are
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance. This index
represents an asset allocation of 60% S&P 500 stocks and 40% Lehman
Brothers Aggregate Bond Index.
++ Reflects operations of Mentor Income and Growth Portfolio Class Y Shares
from the date of issuance on 11/19/97 through 9/30/98.
47
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS - 58.78%
BASIC MATERIALS - 4.46%
AlliedSignal, Inc. 92,300 $ 3,265,113
Aluminum Company of America 24,000 1,704,000
British Steel PLC~ 137,000 2,491,687
Westvaco Corporation 68,300 1,639,200
Willamette Industries, Inc. 60,000 1,721,250
-----------
10,821,250
-----------
CAPITAL GOODS & CONSTRUCTION - 4.46%
Caterpillar, Inc. 50,000 2,228,125
Cooper Industries, Inc. 47,500 1,935,625
Cooper Tire & Rubber 125,000 2,250,000
Hubbell, Inc. 65,000 2,307,500
Thomas & Betts Corporation 55,000 2,093,438
-----------
10,814,688
-----------
COMMERCIAL SERVICES - 3.17%
Foster Wheeler Corporation 111,200 1,529,000
Supervalu, Inc. 91,300 2,128,431
Wallace Computer Services, Inc. 225,300 4,041,319
-----------
7,698,750
-----------
CONSUMER CYCLICAL - 3.99%
American Stores Company 58,900 1,895,844
Ford Motor Company 75,500 3,543,781
Maytag Corporation 28,900 1,379,975
Sears Roebuck & Company 65,000 2,872,188
-----------
9,691,788
-----------
CONSUMER STAPLES - 7.94%
American Home Products
Corporation 53,200 2,786,350
Baxter International, Inc. 62,000 3,689,000
Dimon Incorporated 280,000 2,957,500
Hormel Foods Corporation 136,400 3,691,325
Kimberly-Clark Corporation 72,000 2,916,000
Philip Morris Companies, Inc. 70,000 3,224,375
-----------
19,264,550
-----------
ENERGY - 6.52%
Amoco Corporation 23,200 1,249,900
Baker Hughes, Inc. 89,800 1,880,187
Chevron Corporation 26,400 2,219,250
Phillips Petroleum Company 22,000 992,750
Repsol SA~ 50,000 2,109,375
Total SA~ 37,700 2,368,031
Unocal Corporation 65,800 2,385,250
USX-Marathon Group, Inc. 74,000 2,622,375
-----------
15,827,118
-----------
</TABLE>
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS (CONTINUED)
FINANCIAL - 10.96%
Ace Limited 73,700 $ 2,211,000
Citicorp 36,600 3,401,513
Federal National Mortgage
Association 78,600 5,050,050
First Union Corporation (b) 43,200 2,211,300
Jefferson-Pilot Corporation 33,750 2,041,875
Spieker Properties, Inc. 65,000 2,388,750
US Bancorp 99,000 3,520,687
Wachovia Corporation 39,000 3,324,750
Wilmington Trust Corporation 46,900 2,438,800
-----------
26,588,725
-----------
HEALTH - 4.61%
Abbott Laboratories 43,900 1,906,906
Columbia HCA Healthcare
Corporation 150,000 3,009,375
Johnson & Johnson 41,000 3,208,250
Pharmacia & UpJohn 61,000 3,061,438
-----------
11,185,969
-----------
TECHNOLOGY - 4.63%
Amp, Inc. 45,700 1,633,775
International Business Machines
Corporation 32,700 4,185,600
Lockheed Martin Corporation 21,700 2,187,631
Xerox Corporation 38,000 3,220,500
-----------
11,227,506
-----------
TRANSPORTATION &
SERVICES - 1.58%
KLM Royal Dutch Air * 43,428 1,074,826
Union Pacific Corporation 65,000 2,770,625
-----------
3,845,451
-----------
UTILITIES - 6.46%
Bell Atlantic Corporation 78,900 3,821,719
BellSouth Corporation 33,000 2,483,250
DPL, Inc. 95,000 1,864,375
DQE, Inc. 43,000 1,660,875
Pinnacle West Capital 41,700 1,868,681
SBC Communications, Inc. 89,200 3,963,825
-----------
15,662,725
-----------
TOTAL COMMON STOCKS
(COST $137,623,841) 142,628,520
-----------
</TABLE>
48
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS - 13.43%
INDUSTRIAL - 6.03%
Aluminum Company of
America, 5.75%, 2/01/01 $ 250,000 $ 254,350
Archer-Daniels-Midland, 6.75%,
12/15/27 2,000,000 2,078,040
Computer Associates
International, 6.50%,
4/15/08 (a) 1,000,000 997,900
Gap, Inc., 6.90%, 9/15/07 1,000,000 1,114,180
Gillette Company, 5.75%,
10/15/05 250,000 260,167
Hershey Foods Corporation,
7.20%, 8/15/27 1,000,000 1,119,310
ICI Wilmington, Inc., 6.95%,
9/15/04 1,000,000 1,065,060
Mead Corporation, 7.35%,
3/01/17 750,000 814,223
Praxair, Inc., 6.15%, 4/15/03 1,000,000 1,027,020
Rockwell International
Corporation, 6.70%, 1/15/28 1,500,000 1,589,775
Scripps (E.W.) Company,
6.38%, 10/15/02 1,000,000 1,037,830
Tenneco, Inc., 7.50%, 4/15/07 500,000 548,365
Williams Company, Inc., 6.50%,
11/15/02 1,000,000 1,032,510
Zeneca Wilmington, 7.00%,
11/15/23 1,500,000 1,688,745
-----------
14,627,475
-----------
FINANCIAL - 5.08%
Allmerica Financial Corporation,
7.63%, 10/15/25 1,130,000 1,252,729
Allstate Corporation, 6.75%,
5/15/18 1,000,000 1,028,290
American General Finance.,
5.88%, 7/01/00 250,000 252,987
Associates Corporation of North
America, 5.25%, 3/30/00 250,000 250,645
BankAmerica Corporation,
7.88%, 12/01/02 1,000,000 1,092,980
Bank One Texas, 6.25%,
2/15/08 1,000,000 1,043,010
Chase Manhattan Corporation,
7.75%, 11/01/99 250,000 255,697
Comerica Bank, 7.13%,
12/01/13 250,000 267,703
Finova Capital Corporation,
6.39%, 10/08/02 1,000,000 1,036,390
First National Bank of Boston,
8.00%, 9/15/04 250,000 277,367
Fleet Financial Group, 6.88%,
1/15/28 1,000,000 1,029,320
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
FINANCIAL (CONTINUED)
Great Western Financial,
6.38%, 7/01/00 $ 250,000 $ 254,623
Heller Financial, 6.38%,
11/10/00 1,000,000 1,026,960
Home Savings of Americas,
6.00%, 11/01/00 250,000 253,330
MBIA, Inc., 7.00%, 12/15/25 1,000,000 1,063,240
NationsBank Corporation,
7.80%, 9/15/16 1,000,000 1,134,400
Security Benefits Life Company,
8.75%, 5/15/16 (a) 500,000 549,375
Toronto Dominion Bank,
6.13%, 11/01/08 250,000 260,930
-----------
12,329,976
-----------
UTILITIES - 2.32%
Florida Power & Light
Company, 5.38%, 4/01/00 250,000 251,090
New York Telephone, 6.00%,
4/15/08 1,000,000 1,052,340
Northern Natural Gas, 6.75%,
9/15/08 2,000,000 2,096,000
Pacific Gas & Electric Company,
5.93%, 10/08/03 250,000 262,700
Philadelphia Electric Company,
7.50%, 1/15/99 100,000 100,835
Southwestern Public Service
Company, 6.88%, 12/01/99 250,000 255,188
System Energy Resources,
7.71%, 8/01/01 500,000 525,535
Union Electric Company,
6.75%, 10/15/99 250,000 254,688
US West Capital Funding Inc.,
6.88%, 7/15/28 785,000 833,489
-----------
5,631,865
-----------
TOTAL CORPORATE BONDS
(COST $31,414,967) 32,589,316
-----------
U.S. GOVERNMENT SECURITIES
AND AGENCIES - 27.27%
Government National Mortgage
Association 6.50% - 7.00%,
1/15/24 - 6/15/28 8,509,957 8,721,623
U.S. Treasury Bonds, 7.25%,
5/15/16 4,110,000 5,103,469
U.S. Treasury Notes, 5.63% -
7.50%, 11/15/99 - 10/15/06 48,550,000 52,331,514
-----------
TOTAL U.S. GOVERNMENT
SECURITIES AND AGENCIES
(COST $61,636,227) 66,156,606
-----------
241,374,442
-----------
</TABLE>
49
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
SHORT-TERM INVESTMENT - 0.18%
REPURCHASE AGREEMENT
Paribas Corporation
Dated 9/30/98, 5.54%, due
10/01/98, collateralized by
$368,000 U.S. Treasury Note,
7.88%, 11/13/04, market
value $435,735
(cost $435,000) $435,000 $ 435,000
------------
TOTAL INVESTMENTS
(COST $231,110,035)-99.66% 241,809,442
OTHER ASSETS LESS
LIABILITIES - 0.34% 831,534
------------
NET ASSETS - 100.00% $242,640,976
============
</TABLE>
* Non-income producing.
~ American Depository Receipts.
(a) These are securities that may be resold to "qualified institutional buyers"
under rule 144A or securities offered pursuant to section 4(2) of the
Securities Act of 1933, as amended. These securites have been determined
to be liquid under guidelines established by the Board of Trustees.
(b) At September 30, 1998, the Portfolio owned 43,200 shares of common stock of
First Union Corporation at a cost of $1,599,696 and market value of
$2,211,300. These shares were purchased by the Portfolio prior to the
acquisition of Wheat First Union by First Union.
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $159,489,535 and $86,643,249, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $231,143,009. Net unrealized appreciation aggregated
$10,666,433, of which $24,490,485, related to appreciated investment securities
and $13,824,052, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
50
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value (Note 2)
Investment securities $ 241,374,442
Repurchase agreements 435,000
-------------
Total investments
(cost $231,110,035) 241,809,442
Collateral for securities
loaned (Note 2) 40,344,784
Receivables
Fund shares sold 290,524
Dividends and interest 1,702,285
Other 500
-------------
TOTAL ASSETS 284,147,535
-------------
LIABILITIES
Payables
Investments purchased $ 662,932
Securities loaned (Note 2) 40,344,784
Fund shares redeemed 426,881
Accrued expenses and other
liabilities 71,962
----------
TOTAL LIABILITIES 41,506,559
-------------
NET ASSETS $ 242,640,976
=============
Net Assets represented by: (Note 2)
Additional paid-in capital $ 221,635,180
Accumulated undistributed
net investment income 91,952
Accumulated net realized
gain on investment
transactions 10,214,437
Net unrealized appreciation
of investments 10,699,407
-------------
NET ASSETS $ 242,640,976
=============
NET ASSET VALUE PER SHARE
Class A Shares $ 19.54
Class B Shares $ 19.53
Class Y Shares $ 19.54
OFFERING PRICE PER SHARE
Class A Shares $ 20.73(a)
Class B Shares $ 19.53
Class Y Shares $ 19.54
SHARES OUTSTANDING
Class A Shares 5,055,017
Class B Shares 7,364,927
Class Y Shares 55
</TABLE>
(a) Computation of offering price: 100/94.25 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends (b) $ 2,856,521
Interest 5,943,480
------------
TOTAL INVESTMENT INCOME
(NOTE 2) 8,800,001
EXPENSES
Management fee (Note 4) $1,638,729
Distribution fee (Note 5) 986,604
Shareholder service fee
(Note 5) 546,242
Transfer agent fee 292,933
Administration fee (Note 4) 218,497
Registration expenses 50,615
Custodian and accounting
fees 48,726
Shareholder reports and
postage expenses 43,522
Legal fees 7,495
Directors' fees and expenses 5,917
Audit fees 4,195
Miscellaneous 26,008
-----------
Total expenses 3,869,483
------------
NET INVESTMENT INCOME 4,930,518
------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain on
investments (Note 2) 10,845,766
Change in unrealized
appreciation on
investments (5,423,416)
-----------
NET GAIN ON INVESTMENTS 5,422,350
------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 10,352,868
============
</TABLE>
(b) Net of foreign withholding taxes of $50,731.
SEE NOTES TO FINANCIAL STATEMENTS.
51
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE IN NET ASSETS
Operations
Net investment income $ 4,930,518 $ 2,672,361
Net realized gain on investments 10,845,766 15,016,540
Change in unrealized appreciation on investments (5,423,416) 6,704,657
------------ -------------
Increase in net assets resulting from operations 10,352,868 24,393,558
------------ -------------
Distributions to Shareholders
From net investment income
Class A (2,350,498) (1,097,197)
Class B (2,488,039) (1,691,306)
Class Y (29) -
From net realized gain on investments
Class A (5,325,307) (2,474,556)
Class B (8,807,307) (6,846,186)
Class Y (1) -
-------------- -------------
Total distributions to shareholders (18,971,181) (12,109,245)
-------------- -------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 101,090,596 74,239,398
Reinvested distributions 17,902,342 11,495,496
Shares redeemed (39,059,107) (17,451,330)
-------------- -------------
Change in net assets resulting from capital share transactions 79,933,831 68,283,564
-------------- -------------
Increase in net assets 71,315,518 80,567,877
Net Assets
Beginning of year 171,325,458 90,757,581
-------------- -------------
End of year (including accumulated undistributed net investment
income of $91,952 and $0, respectively) $242,640,976 $ 171,325,458
============== =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 20.60 $ 19.16 $ 17.13 $ 15.27 $ 14.88
--------- --------- --------- -------- --------
Income from investment operations
Net investment income 0.51 0.44 0.37 0.40 0.31
Net realized and unrealized gain on investments 0.60 3.39 2.75 2.14 0.64
--------- --------- --------- -------- --------
Total from investment operations 1.11 3.83 3.12 2.54 0.95
--------- --------- --------- -------- --------
Less distributions
From net investment income (0.51) (0.47) (0.35) (0.43) (0.30)
From capital gains (1.66) (1.92) (0.74) (0.25) (0.26)
---------- ---------- ---------- -------- --------
Total distributions (2.17) (2.39) (1.09) (0.68) (0.56)
---------- ---------- ---------- -------- --------
Net asset value, end of year $ 19.54 $ 20.60 $ 19.16 $ 17.13 $ 15.27
========== ========== ========== ======== ========
TOTAL RETURN* 5.81% 22.11% 19.13% 17.24% 6.54%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $ 98,794 $ 63,509 $ 24,210 $ 19,888 $ 17,773
Ratio of expenses to average net assets 1.32% 1.35% 1.36% 1.69% 1.75%
Ratio of net investment income to average net assets 2.70% 2.63% 2.08% 2.53% 2.20%
Portfolio turnover rate 40% 75% 72% 62% 78%
Average commission rate on portfolio transactions $ 0.0540 $ 0.0515 $ 0.0492
</TABLE>
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
52
<PAGE>
MENTOR INCOME AND GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 20.59 $ 19.18 $ 17.14 $ 15.28 $ 14.91
--------- --------- --------- -------- --------
Income from investment operations
Net investment income 0.37 0.34 0.23 0.28 0.21
Net realized and unrealized gain on investments 0.59 3.35 2.76 2.14 0.61
--------- --------- --------- -------- --------
Total from investment operations 0.96 3.69 2.99 2.42 0.82
--------- --------- --------- -------- --------
Less distributions
From net investment income (0.36) (0.36) (0.21) (0.31) (0.19)
From capital gains (1.66) (1.92) (0.74) (0.25) (0.26)
---------- ---------- ---------- -------- --------
Total distributions (2.02) (2.28) (0.95) (0.56) (0.45)
---------- ---------- ---------- -------- --------
Net asset value, end of year $ 19.53 $ 20.59 $ 19.18 $ 17.14 $ 15.28
========== ========== ========== ======== ========
TOTAL RETURN* 5.01% 21.24% 18.26% 16.32% 5.66%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $143,846 $ 107,816 $ 66,548 $ 46,678 $ 43,219
Ratio of expenses to average net assets 2.07% 2.10% 2.13% 2.43% 2.44%
Ratio of net investment income to average net assets 1.95% 1.87% 1.32% 1.78% 1.51%
Portfolio turnover rate 40% 75% 72% 62% 78%
Average commission rate on portfolio transactions $ 0.0540 $ 0.0515 $ 0.0492
</TABLE>
CLASS Y SHARES
<TABLE>
<CAPTION>
PERIOD ENDED
9/30/98 (C)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 18.75
--------
Income from investment operations
Net investment income 0.54
Net realized and unrealized gain on investments 0.82
--------
Total from investment operations 1.36
--------
Less distributions
From net investment income (0.54)
From capital gains (0.03)
----------
Total distributions (0.57)
----------
Net asset value, end of period $ 19.54
==========
TOTAL RETURN* 7.29%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 1
Ratio of expenses to average net assets 1.07% (a)
Ratio of net investment income to average net assets 3.15% (a)
Portfolio turnover rate 40%
Average commission rate on portfolio transactions $ 0.0540
</TABLE>
(a) Annualized.
(c) For the period from November 19, 1997 (initial offering of Class Y shares)
to September 30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
53
<PAGE>
MENTOR BALANCED PORTFOLIO
MANAGERS' COMMENTARY: THE BALANCED MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
The Mentor Balanced Portfolio, which has been in existence since 1994, became
available to investors in multiple retail mutual fund share classes for the
first time in September. This commentary, therefore, marks the first
opportunity for the managers of the Portfolio to provide their market
perspective to many of our new shareholders.
At quarter end the asset allocation mix in the Mentor Balanced Portfolio was
58% stocks, 41% bonds, and 1% cash.
MARKET OVERVIEW
The first three quarters of 1998 culminated an unprecedented trend of 14
consecutive quarterly gains for the S&P 500. The July-September period,
however, saw a dramatic departure from this trend, with the S&P 500 declining
10%. Despite poor equity returns, U.S. government fixed-income markets were
extremely strong. In fact, the July-September period marked one of the few
times in recent years that bonds significantly outperformed stocks. However,
the broad rally in treasury bonds was not shared by more credit-sensitive
fixed-income sectors, as investors aggressively shifted assets into low risk
instruments only.
EQUITY REVIEW AND OUTLOOK
For some time we have been emphatically cautioning that the stock market would
have to adjust to considerably lower corporate earnings prospects, and this
transition would likely result in increased volatility and lower returns than
experienced over the past several years. Finally, this scenario is unfolding in
full force. Earnings estimates for a broad range of companies are being sharply
reduced. It is now quite possible, in fact likely in our opinion, that the
earnings of the S&P 500 will continue to decline during the remainder of this
year and 1999.
These trends present a significant change from the strong, better-than-expected
earnings growth that has been a key pillar supporting the bull market since
1990, one of the best on record by almost any measure. But this change was
inevitable. It is part of the natural cyclical patterns of the economy,
corporate profitability, and the stock market. After nearly perfect growth
conditions during much of the 1990's, corporate profitability is coming under
pressure as global excess capacity is chasing falling demand. And as should be
expected at this point, lenders are sharply curtailing credit and thereby
reinforcing these developing pressures.
Fear and greed are a long-term investor's best asset and worst threat. It is
exceedingly difficult for both individual and institutional investors to look
through an emotionally charged volatile market and focus on the fundamentals.
To us, fundamental analysis does not mean trying to figure out cyclical swings
in the economy and markets over the next year. It means concentrating on
longer-term business qualities. We know that consistently implementing a
well-defined investment discipline through the ups and downs of an entire cycle
is the best way to ensure long-term success. We focus on a diversified group of
companies with excellent operating records and leading competitive positions.
We are biased toward companies with above-average business predictability. We
have thoroughly analyzed their results and prospects. We own them at prices we
believe offer attractive relative values. It is a very simple approach. Not an
easy one, but a straightforward one. We will at times be wrong in our analysis,
but we will strive to be as objective as possible. Of course, we expect to be
right more
54
<PAGE>
MENTOR BALANCED PORTFOLIO
MANAGERS' COMMENTARY: THE BALANCED MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
often than not. We will not alter this approach just because those around us
are becoming more complacent or fearful. Over the long-term, cyclical swings
wash out and business fundamentals prevail.
FIXED INCOME REVIEW AND OUTLOOK
On the fixed-income side, our short-term strategy in this tumultuous
environment has been to tilt portfolio durations somewhat long relative to our
benchmarks, as well as more heavily weight sector allocations toward treasury
securities. Given our long-term confidence in the U.S. economy, we are waiting
for an opportunity to aggressively move into domestic spread sectors. Prior to
such a move, we will have to be convinced that these markets have stabilized.
In our opinion such stabilization will require the Fed to continue to move
forcefully to further ease credit conditions.
The primary risk we see to our outlook is timing. The U.S. economy has
tremendous forward momentum and the current yield curve is already pricing in
an aggressive Fed ease. Should events unfold more slowly than the market hopes,
the bond market could encounter some short-term turbulence. We would view these
sell-offs as short term in nature and would utilize the higher yield levels to
extend our duration further.
November 1998
55
<PAGE>
MENTOR BALANCED PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class A Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
9/16/98 9/30/98
Class A 9,422 9,433
LAGG/S&P 500 10,000 10,464
Total Returns as of 9/30/98
1-Year Since Inception++
Class n/a (5.78%)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
* Represents a hypothetical investment of $10,000 in Mentor Balanced
Portfolio Class A Shares after deducting the maximum sales charge of 5.75%
($10,000 investment minus $575 sales charge). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions.
+ The Standard & Poor's Index (S&P 500) is an unmanaged,
market-value-weighted index of 500 widely held domestic common stocks. An
unmanaged index does not reflect expenses and may not correspond to the
performance of a managed portfolio in which expenses are incurred. The
Lehman Brothers Aggregate Index is made up of the Government/Corporate
Index, the Mortgage-Backed Securities Index, and the Asset-Backed
Securities Index. The Lehman Brothers Aggregate Bond Index and S&P 500 are
adjusted to reflect reinvestment of interest and dividends on securities
in the indexes. The Lehman Brothers Aggregate Bond Index and S&P 500 are
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance. This index
represents an asset allocation of 60% S&P 500 stocks and 40% Lehman
Brothers Aggregate Bond Index.
++ Reflects operations of Mentor Balanced Portfolio Class A Shares from the
date of issuance on 9/16/98 through 9/30/98.
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class Y Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
9/16/98 9/30/98
Class Y 10,000 10,000
LAGG/S&P 500 10,000 10,464
Total Returns as of 9/30/98
1-Year Since Inception**
Class Y n/a 0.00%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
** Represents a hypothetical investment of $10,000 in Mentor Balanced
Portfolio Class Y Shares. These shares are not subject to any sales or
contingent deferred sales charges. The Class Y Shares' performance assumes
the reinvestment of all dividends and distributions.
*** Reflects operations of Mentor Balanced Portfolio Class Y Shares from the
date of issuance on 9/16/98 through 9/30/98.
56
<PAGE>
MENTOR BALANCED PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class B Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
S&P 500 and
Class B Class B* Lehman Brothers
Aggregate Bond Index
6/21/94 10000 10000 10000
12/31/94 10108 9610 10336
6/30/95 11561 11161 12054
9/30/95 12085 11685 12723
9/30/96 14260 13960 14506
9/30/97 18042 17842 18496
9/30/98 20181 19760 20446
Average Annual Return as of 9/30/98 Average Annual Return as of 9/30/98
Without Sales Charges Including Sales Charges
1-Year Since Inception++ 1-Year Since Inception++
Class B 11.86% 17.83% Class B 8.75% 17.69%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ Represents a hypothetical investment of $10,000 in Mentor Balanced Portfolio
Class B Shares. A contingent deferred sales charge will be imposed, if
applicable, on Class B shares at rates ranging from a maximum of 4.00% of
amounts redeemed during the first year following the date of purchase to
1.00% of amounts redeemed during the five-year period following the date
of purchase. The value of Class B Shares reflects a redemption fee in
effect at the end of each of the stated periods. Prior to September 16,
1998, contingent deferred sales charges of 5.00% were waived. The Class B
Shares' performance assumes the reinvestment of all dividends and
distributions.
+ The Standard & Poor's Index (S&P 500) is an unmanaged, market-
value-weighted index of 500 widely held domestic common stocks. An
unmanaged index does not reflect expenses and may not correspond to the
performance of a managed portfolio in which expenses are incurred. The
Lehman Brothers Aggregate Index is made up of the Government/Corporate
Index, the Mortgage-Backed Securities Index, and the Asset-Backed
Securities Index. The Lehman Brothers Aggregate Bond Index and S&P 500 are
adjusted to reflect reinvestment of interest and dividends on securities
in the indexes. The Lehman Brothers Aggregate Bond Index and S&P 500 are
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance. This index
represents an asset allocation of 60% S&P 500 stocks and 40% Lehman
Brothers Aggregate Bond Index.
++ Reflects operations of Mentor Balanced Portfolio Class B Shares from the
date of commencement of operations on 6/21/94 through 9/30/98.
* Includes maximum Contingent Deferred Sales Charge (CDSC) of 5%.
57
<PAGE>
MENTOR BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS - 51.46%
BASIC MATERIALS - 1.89%
Emerson Electric Company 3,890 $ 242,152
---------
CAPITAL GOODS & CONSTRUCTION - 5.56%
Bemis Company 6,245 218,966
Illinois Tool Works 4,635 252,607
W. W. Grainger, Inc. 5,730 241,377
---------
712,950
---------
CONSUMER CYCLICAL - 8.42%
Chancellor Media Corporation -
Class A * 5,245 175,052
Clear Channel Communications * 4,445 211,137
Gannett Company 4,105 219,874
Interpublic Group Companies, Inc. 4,335 233,819
Newell Company 5,220 240,446
---------
1,080,328
---------
CONSUMER STAPLES - 5.52%
Philip Morris Companies, Inc. 4,840 222,942
Sherwin-Williams Company 11,285 244,038
Sysco Corporation 10,235 241,162
---------
708,142
---------
FINANCIAL - 10.84%
Ahmanson (HF) & Company 3,950 219,225
American Express Company 2,860 222,007
Federal National Mortgage Association 3,510 225,517
NationsBank Corporation 2,990 159,965
Norwest Corporation 4,495 160,977
UNUM Corporation 4,720 234,525
SouthTrust Corporation 4,800 167,700
---------
1,389,916
---------
HEALTH - 6.95%
Bristol-Myers Squibb Company 2,345 243,587
HealthSouth Corporation * 18,340 193,716
Johnson & Johnson 2,805 219,492
Tenet Healthcare Corporation * 8,170 234,888
---------
891,683
---------
TECHNOLOGY - 9.20%
Automatic Data Processing 3,190 238,452
Computer Associates International, Inc. 6,770 250,490
Computer Sciences Corporation 4,145 225,903
MCI WorldCom, Inc. * 4,685 228,980
Sun Microsystems, Inc. * 4,725 235,364
---------
1,179,189
---------
TRANSPORTATION & SERVICES - 1.16%
Werner Enterprises, Inc. 9,472 149,184
---------
MISCELLANEOUS - 1.92%
Tyco International, Inc. 4,445 245,586
---------
TOTAL COMMON STOCKS
(COST $6,531,760) 6,599,130
---------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
FIXED INCOME SECURITIES - 36.99%
U.S. GOVERNMENT SECURITIES
AND AGENCIES - 34.26%
Federal National Mortgage
Association, MTN, 6.64%,
7/02/07 $ 130,000 $ 145,240
Government National
Mortgage Association, MBS,
6.50%, 5/15/09 102,065 104,453
7.00%, 8/15/28 ARM 84,047 86,674
Government National
Mortgage Association II,
ARM,
6.88%, 4/20/22 71,868 73,307
7.00%, 11/20/22 - 8/15/28 78,240 79,458
U.S. Treasury Bonds, 6.00% -
7.50%, 2/15/23 - 2/15/26 725,000 910,182
U.S. Treasury Notes, 5.63% -
6.75%, 4/30/00 - 5/15/08 2,790,000 2,995,171
---------
TOTAL U.S. GOVERNMENT
SECURITIES AND AGENCIES
(COST $4,274,484) 4,394,485
---------
COLLATERALIZED MORTGAGE
OBLIGATIONS - 1.22%
AFG Receivables Trust, 6.65%,
10/15/02 32,527 32,782
CS First Boston, 7.18%,
2/25/18 25,000 26,800
Key Auto Finance Trust Series
1997-2 Class A3, 6.10%,
11/15/00 50,000 50,172
Union Acceptance Corporation,
6.48%, 5/10/04 45,000 46,240
---------
TOTAL COLLATERALIZED MORTGAGE
OBLIGATIONS (COST $152,201) 155,994
---------
CORPORATE BONDS - 1.51%
Ford Motor Credit Company,
7.20%, 6/15/07 45,000 50,256
Norwest Corporation, 6.80%,
5/15/02 60,000 63,625
PNC Student Loan Trust I,
6.73%, 1/25/07, ARM 75,000 79,726
---------
TOTAL CORPORATE BONDS
(COST $181,746) 193,607
---------
TOTAL FIXED INCOME SECURITIES
(COST $4,608,431) 4,744,086
---------
</TABLE>
58
<PAGE>
MENTOR BALANCED PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
SHORT-TERM INVESTMENT
REPURCHASE AGREEMENT - 0.98%
Goldman Sachs & Company
Dated 09/30/98, 5.60%, due
10/01/98, collateralized by
$127,262 Federal National
Mortgage Association,
6.00%, 08/01/13, market
value $128,534
(cost $125,344) $125,344 $ 125,344
-----------
TOTAL INVESTMENTS
(COST $11,265,535)-89.43% 11,468,560
OTHER ASSETS LESS
LIABILITIES - 10.57% 1,352,413
-----------
NET ASSETS - 100.00% $12,820,973
===========
</TABLE>
* Non-income producing.
ARM - Adjustable Rate Mortgage
MBS - Mortgage Backed Securities
MTN - Medium Term Note
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $11,028,839 and $3,760,750, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $11,265,535. Net unrealized appreciation aggregated
$203,025, of which $449,651, related to appreciated investment securities and
$246,626, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
59
<PAGE>
MENTOR BALANCED PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value
(Note 2)
Investment securities $ 11,343,216
Repurchase agreements 125,344
------------
Total investments
(cost $11,265,535) 11,468,560
Collateral for securities loaned
(Note 2) 2,639,420
Cash 477,253
Receivables
Investments sold 90,763
Fund shares sold 3,356,473
Dividends and interest 68,997
------------
TOTAL ASSETS 18,101,466
------------
LIABILITIES
Investments purchased $ 2,537,038
Securities loaned (Note 2) 2,639,420
Fund shares redeemed 100,000
Accrued expenses and other
liabilities 4,035
-----------
TOTAL LIABILITIES 5,280,493
------------
NET ASSETS $12,820,973
============
Net Assets represented by:
(Note 2)
Additional paid-in capital $ 12,530,663
Accumulated undistributed net
investment income 18,259
Accumulated net realized gain
on investment transactions 69,026
Net unrealized appreciation of
investments 203,025
------------
NET ASSETS $ 12,820,973
============
NET ASSET VALUE PER SHARE
Class A Shares $ 13.69
Class B Shares $ 13.69
Class Y Shares $ 13.69
OFFERING PRICE PER SHARE
Class A Shares $ 14.53(a)
Class B Shares $ 13.69
Class Y Shares $ 13.69
SHARES OUTSTANDING
Class A Shares 258,246
Class B Shares 412,394
Class Y Shares 266,111
</TABLE>
(a) Computation of offering price: 100/94.25 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends $ 29,221
Interest 104,135
--------
Total investment income
(Note 2) 133,356
--------
EXPENSES
Management fee (Note 4) $ 31,721
Distribution fee (Note 5) 30,319
Shareholder service fee (Note 5) 10,212
Administration fee (Note 4) 4,219
Custodian and accounting fees 5,842
Registration expenses 2,363
Shareholder reports and postage
expenses 2,043
Legal fees 115
Directors' fees and expenses 60
Audit fees 59
Miscellaneous 465
--------
Total expenses 87,418
Deduct
Waiver of distribution fee (Note 5) (29,451)
Waiver of management fee
(Note 4) (20,856)
Waiver of shareholder servicing
fee (Note 5) (9,738)
Waiver of administration fee
(Note 4) (4,219)
--------
NET EXPENSES 23,154
--------
NET INVESTMENT INCOME 110,202
--------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized gain on investments
(Note 2) 822,291
Change in unrealized appreciation
on investments (583,942)
--------
NET GAIN ON INVESTMENTS 238,349
--------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $348,551
========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
60
<PAGE>
MENTOR BALANCED PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE IN NET ASSETS
Operations
Net investment income $ 110,202 $ 107,324
Net realized gain on investments 822,291 408,111
Change in unrealized appreciation on investments (583,942) 397,175
------------ -----------
Increase in net assets resulting from operations 348,551 912,610
------------ -----------
Distributions to Shareholders
From net investment income (159,807) (108,705)
From net realized gain on investments (1,140,442) (449,369)
------------ -----------
Total distributions to shareholders (1,300,249) (558,074)
------------ -----------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 9,280,672 108,705
Reinvested distributions 1,300,249 449,370
Shares redeemed (910,125) (636,137)
------------ -----------
Change in net assets resulting from capital share transactions 9,670,796 (78,062)
------------ -----------
Increase in net assets 8,719,098 276,474
Net Assets
Beginning of period 4,101,875 3,825,401
------------ -----------
End of period (including accumulated undistributed net investement
income of $18,259 and $67,864, respectively) $ 12,820,973 $ 4,101,875
============ ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
PERIOD ENDED
9/30/98 (b)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 13.69
--------
Income from investment operations
Net investment income 0.00**
Net realized and unrealized gain (loss) on
investments 0.00**
----------
Total from investment operations 0.00**
----------
Net asset value, end of period $ 13.69
==========
TOTAL RETURN* 0.00%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 3,534
Ratio of expenses to average net assets 1.35% (a)
Ratio of net investment income to average net
assets 1.52% (a)
Portfolio turnover rate 89%
Average commission rate on portfolio
transactions $ 0.0687
</TABLE>
(a) Annualized.
(b) For the period from September 16, 1998 (initial offering of Class A) to
September 30, 1998.
* Total return does not reflect sales commissions and is not annualized.
** Income for the period was less than $0.005 per share.
SEE NOTES TO FINANCIAL STATEMENTS.
61
<PAGE>
MENTOR BALANCED PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES (F)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
9/30/98 9/30/97 9/30/96
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 17.61 $ 16.28 $ 14.85
--------- --------- ---------
Income from investment operations
Net investment income 0.45 0.43 0.42
Net realized and unrealized gain (loss) on
investments 1.43 3.35 2.09
--------- --------- ---------
Total from investment operations 1.88 3.78 2.51
--------- --------- ---------
Less distributions
From net investment income (0.71) (0.43) (0.48)
From net realized capital gain (5.09) (2.02) (0.60)
---------- ---------- ----------
Total distributions (5.80) (2.45) (1.08)
---------- ---------- ----------
Net asset value, end of period $ 13.69 $ 17.61 $ 16.28
========== ========== ==========
TOTAL RETURN* 11.86% 26.09% 18.00%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 5,645 $ 4,102 $ 3,825
Ratio of expenses to average net assets 0.52% 0.50% 0.50%
Ratio of expenses to average net assets excluding
waiver 2.12% 2.13% 2.06%
Ratio of net investment income to average net assets 2.63% 2.78% 2.83%
Portfolio turnover rate 89% 80% 103%
Average commission rate on portfolio transactions $ 0.0687 $ 0.0696 $ 0.0694
<CAPTION>
PERIOD ENDED PERIOD ENDED
9/30/95 (c) 12/31/94 (d)
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.44 $ 12.50
----------- -----------
Income from investment operations
Net investment income 0.36 0.22
Net realized and unrealized gain (loss) on
investments 2.08 (0.09)
----------- -----------
Total from investment operations 2.44 0.13
----------- -----------
Less distributions
From net investment income (0.03) (0.19)
From net realized capital gain -- --
----------- -----------
Total distributions (0.03) (0.19)
----------- -----------
Net asset value, end of period $ 14.85 $ 12.44
=========== ===========
TOTAL RETURN* 19.28% 1.00%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 3,210 $ 2,911
Ratio of expenses to average net assets 0.50% (a) 0.50% (a)
Ratio of expenses to average net assets excluding
waiver 2.12% (a) 2.72% (a)
Ratio of net investment income to average net assets 3.26% (a) 3.32% (a)
Portfolio turnover rate 65% 71%
Average commission rate on portfolio transactions
</TABLE>
CLASS Y SHARES (f)
<TABLE>
<CAPTION>
PERIOD
ENDED 9/30/98 (e)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 13.69
--------
Income from investment operations
Net investment income 0.01
Net realized and unrealized loss on investments (0.01)
---------
Total from investment operations 0.00
---------
Net asset value, end of period $ 13.69
=========
TOTAL RETURN* 0.00%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 3,642
Ratio of expenses to average net assets 1.10%(a)
Ratio of net investment income to average net assets 2.31%(a)
Portfolio turnover rate 89%
Average commission rate on portfolio transactions $ 0.0687
</TABLE>
(a) Annualized.
(c) For the period from January 1, 1995 to September 30, 1995.
(d) For the period from June 21, 1994 (commencement of operations) to December
31, 1994.
(e) For the period from September 16, 1998 (initial offering of Class Y) to
September 30, 1998.
(f) Prior to September 16, 1998, all shareholders of the Balanced Portfolio
were Class B shareholders. On September 16, 1998, shares of Class B were
converted to Class Y shares.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
62
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
MANAGERS' COMMENTARY: THE TAX-EXEMPT MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
ECONOMIC FACTORS
Unlike many countries in the world, the U.S. economy was strong throughout the
reporting period, characterized by record low unemployment, good growth and low
inflation. Driving economic growth in recent months has been the strength in
the housing market, which benefited from strong employment and low interest
rates. Housing starts in July 1998 reached an all-time high, 17% above the same
period a year ago. While the housing market has been largely insulated from the
overseas financial crises, the manufacturing sector has begun to show signs of
a slowdown. In April, the National Association of Purchasing Management Index
slipped from 54.8 to 52.9. This Index, which compares the changes in various
market areas on a month to month basis, is a widely recognized measure of
manufacturing activity. By June, the Index fell to 49.6, below the 50% level
that marks the difference between growth and contraction.
The news that manufacturing activity was slowing down was welcomed by the
Federal Reserve. In part, this eliminated the need for the Fed to raise
interest rates to head off inflation, which was the market's concern through
the July meeting. In early August, the Fed concluded that the risks of
inflation were evenly balanced against the risks of recession. By September,
however, it appeared that recession was more of a concern given the declines in
the Japanese stock market, the financial collapse of Russia, and the large
drops in the U.S. stock market. As a result the Fed lowered the Fed Funds
target by 25 basis points to 5.25% in late September.
The Fed is in the difficult position of having to set U.S. policy based on
international factors. With the prices of gold and oil recovering from their
lows, the disinflationary effects of declining commodity prices may be coming
to an end. Continued low inflation appears to be fostering higher wage demands.
If world financial markets can be stabilized, the Fed could find that the
balance of risks might shift just as quickly back toward inflation.
MARKET REVIEW
While we saw several periods of volatility during the past 12 months, overall
the market rallied, with U.S. Treasuries strongly outperforming the municipal
market. The 30-year Treasury, which began the reporting period yielding 6.40%,
ended 143 basis point lower at 4.97%. 30-year AAA-rated general obligation
municipals yielded 5.17% one year ago, dropping to 4.78% one year later.
The divergent paths taken by the treasury and municipal markets can be
primarily attributed to the impact of the Asian financial crisis. As problems
in Asia have continued and the U.S. dollar has risen relative to Asian
currencies, demand for treasuries has increased. This "flight to quality" has
driven the yield on the long bond down to the lowest levels seen since the
government began issuing the 30-year bond in 1977. At the same time, surpluses
of the federal government have caused a reduction in issuance resulting in
fewer bonds to meet strong demand.
Technical conditions have been exactly the opposite in the tax-exempt market,
with lukewarm retail demand due to low absolute yields and a strong increase in
supply from a year ago. Although new issue volume has slowed somewhat in the
past couple of months, year-to-date issuance is 37% over the comparable period
a year ago. In addition to encouraging the number of refunding issues (up
63
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
MANAGERS' COMMENTARY: THE TAX-EXEMPT MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
59%), the low interest rate environment has also boosted new money issues which
are up 20% year to date. As has been the trend in recent years, over 51% of new
securities were issued with bond insurance, and yield spreads between quality
and lower rated bonds remained tight.
Since municipal prices did not rise as sharply as taxable securities during the
period, tax-exempt yields are now very attractive relative to treasuries. At
the end of the reporting period, the Bond Buyer Revenue Bond Index yielded
5.17% or 104% of 30-year treasuries, even before taking into consideration any
tax advantage. The Revenue Bond Index consists of 25 revenue bonds with a
30-year maturity and an average rating of A1. The bonds that comprise this
index are very similar to those we purchase for your Portfolio.
MANAGEMENT STRATEGY
Our outlook during most of the reporting period was positive, and we maintained
duration slightly long relative to our benchmark to allow the fund to take full
advantage of the rally. At the end of the fiscal year, the duration of the
portfolio was 7.82 years compared to the Lehman Municipal Bond Index duration
of 7.55 years.
The high percentage of new issues that came to market insured continued to
create a scarcity of lower-rated higher-yielding offerings. This resulted in
continued tight yield spreads between AAA-rated and lower quality paper. While
we did add a number of non-rated or lower-rated securities to the portfolio, we
concentrated more on insured offerings as we felt they offered more attractive
relative yields. The lower quality securities we selectively added helped
maximize the portfolio's dividend paying ability.
We kept the portfolio well diversified by industry, increasing our positions in
the healthcare and industrial revenue sectors, which traditionally have
performed slightly stronger than other sectors in the Revenue Bond Index. At
the end of the reporting period, our exposure to healthcare stood at 21% of
assets, with industrial revenue the second largest sector at 13% of assets. Our
research expertise in these two areas allows us to find value in individual
issues.
OUTLOOK
The Federal Reserve's recent 25 basis point interest rate cut and the slowing
down of the U.S. economy are likely to sustain the low interest rate
environment, which is favorable for the bond markets. It appears that we will
see a record year of municipal issuance as the low absolute yields spark
further refundings as well as new money issues.
We are satisfied with the current structure of the portfolio and do not expect
to make any major changes over the next few months unless credit spreads widen
between AAA-rated and lower-rated issues. If that occurs, we would redeploy
some assets toward higher-yielding securities to strengthen the portfolio's
dividend. We also continue to closely monitor those securities that are
vulnerable to calls and to extend the call protection of the portfolio.
Combined with the recent declines in the equity market, the very attractive
ratio of municipal yields to taxable yields could turn investor focus from
stocks to the fixed-income market.
November 1998
64
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 purchase in Mentor
Municipal Income Portfolio Class A and Class B Shares and Lehman Municipal Bond
Index.~
[GRAPH]
A Shares B Shares Lehman Municipal
Bond Index
4/29/92 9525 10000 10000
9/30/92 10034 10528 10561
9/30/93 11637 12134 11906
9/30/94 11101 11511 11616
9/30/95 12151 12348 12916
9/30/96 12935 13184 13818
9/30/97 14085 14291 14933
9/30/98 15245 15289 16232
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year 5-Year Since Inception*
Class A 3.12% 4.53% 6.79%
Class B 3.70% 4.85% 6.90%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The Lehman Municipal Bond Index is adjusted to reflect reinvestment of
interests on securities in the index. The Lehman Municipal Bond Index is
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance.
+ Represents a hypothetical investment of $10,000 in Mentor Municipal Income
Portfolio Class B Shares. A contingent deferred sales charge will be
imposed, if applicable, on Class B Shares at rates ranging from a maximum
of 4.00% of amounts redeemed during the first year following the date of
purchase to 1.00% of amounts redeemed during the six-year period following
the date of purchase. The value of Class B Shares reflects a redemption
fee in effect at the end of each stated periods. The Class B Shares'
performance assumes the reinvestment of all dividends and distributions.
++ Represents a hypothetical investment of $10,000 in Mentor Municipal Income
Portfolio Class A Shares, after deducting the maximum sales charge of
4.75% ($10,000 investment minus $475 sales charge = $9,525). The Class A
Shares' performance assumes the reinvestment of all dividends and
distributions.
* Reflects operations of Mentor Municipal Income Portfolio Class A and Class
B Shares from the date of commencement of operations on 4/29/92 through
9/30/98.
Comparison of change in value of a hypothetical $10,000 purchase in Mentor
Municipal Income Portfolio Class Y Shares and Lehman Municipal Bond Index.-
[GRAPH]
Y Shares Lehman Municipal
Bond Index
11/19/97 10000 10000
12/31/97 10147 10206
3/31/98 10263 10323
6/30/98 10410 10480
9/30/98 10689 10802
Total Returns as of 9/30/98
1-Year Since Inception**
Class Y n/a 7.51%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The Lehman Municipal Bond Index is adjusted to reflect reinvestment of
interests on securities in the index. The Lehman Municipal Bond Index is
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance.
+++ Represents a hypothetical investment of $10,000 in Mentor Municipal Income
Portfolio Class Y Shares. These shares are not subject to any sales or
contingent deferred sales charges. The Class Y Shares' performance
assumes the reinvestment of all dividends and distributions.
** Reflects operations of Mentor Municipal Income Portfolio Class Y Shares
from the date of issuance on 11/19/97 through 9/30/98.
65
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
LONG-TERM MUNICIPAL
SECURITIES - 99.42%
ARIZONA - 1.56%
Pima County Arizona IDA,
7.25%, 7/15/10 (c) $1,550,000 $ 1,733,830
-------------
ARKANSAS - 1.12%
Pulaski County Health
Facilities, 5.00%, 12/01/28 1,250,000 1,248,950
-------------
CALIFORNIA - 10.51%
California State Water Reserve
Center, 4.75%, 12/01/29 3,500,000 3,427,270
California Statewide
Community Development
Authority, 5.63%, 10/01/34 2,070,000 2,132,514
Carson Improvement Board Act
1915, Special Assessment
District 92, 7.38%, 9/02/22 700,000 770,392
East Bay Municipal Utility
District, 4.75%, 6/01/21 1,915,000 1,887,424
Orange County Community
Facilities District, Series A,
7.35%, 8/15/18 (c) 300,000 346,779
San Francisco City & County
Airport, 6.30%, 5/01/25 1,000,000 1,101,250
University of California
Revenues, 4.75%, 9/01/16 2,000,000 2,012,240
-------------
11,677,869
-------------
COLORADO - 3.36%
Colorado Housing Authority,
7.00%, 11/01/24 525,000 560,873
Denver City & County Airport
Revenue, 7.75% - 8.50%,
11/15/13 - 11/15/23 2,700,000 3,167,089
-------------
3,727,962
-------------
CONNECTICUT - 0.99%
Connecticut State Development
Authority, 6.15%, 4/01/35 1,000,000 1,104,860
-------------
DISTRICT OF COLUMBIA - 0.80%
Metropolitan Washington,
General Airport Revenue,
Series A, 6.63%, 10/01/19 (c) 800,000 884,496
-------------
FLORIDA - 2.54%
Hillsborough County, 6.25%,
12/01/34 1,250,000 1,396,750
Sarasota County Health
Facilities Authority Revenue,
10.00%, 7/01/22 1,160,000 1,418,831
-------------
2,815,581
-------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
LONG-TERM MUNICIPAL
SECURITIES (CONTINUED)
GEORGIA - 2.92%
Fulton County Georgia
Housing Authority
Multifamily, Housing
Revenue, 6.38%, 2/01/08 $ 520,000 $ 528,346
George Smith World Congress
Center, 5.50%, 7/01/20 1,500,000 1,509,345
Monroe County Development
Authority PCRB, 6.75%,
1/01/10 1,000,000 1,205,240
-------------
3,242,931
-------------
ILLINOIS - 9.53%
Broadview Tax Increment
Revenue, 8.25%, 7/01/13 1,000,000 1,145,030
Chicago Capital Appreciation,
(effective yield-1.99%) (a),
7/01/16 2,000,000 718,080
Chicago Heights Residential
Mortgage, (effective
yield-3.29%) (a), 6/01/09 3,465,000 1,655,300
Illinois Health Facilities
Authority Revenue, 5.50% -
9.50%, 11/15/19 - 10/01/22 2,250,000 2,527,477
Illinois Educational Facilities
Authority Revenue, 6.00%,
10/01/24 1,000,000 1,042,200
Kane County School District
No. 129, 5.50%, 2/01/11 2,000,000 2,167,620
Metropolitan Pier &
Exposition, (effective
yield-1.39%) (a), 6/15/21 1,950,000 644,962
Saint Clair County Public
Building, (effective
yield-1.99%) (a), 12/01/16 1,650,000 690,789
-------------
10,591,458
-------------
INDIANA - 0.36%
Indiana Transportation Finance
Authority, Series A, (effective
yield-1.92%) (a), 6/01/17 1,000,000 403,560
-------------
IOWA - 0.61%
Student Loan Liquidity
Corporation, Student Loan
Revenue, Series C, 6.95%,
3/01/06 (c) 625,000 674,525
-------------
</TABLE>
66
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
LONG-TERM MUNICIPAL
SECURITIES (CONTINUED)
KENTUCKY - 4.58%
Jefferson County Hospital
Revenue, 8.70%,
10/01/08 (b) $ 500,000 $ 599,375
Kenton County Airport Board
Revenue, OID, 7.50%,
2/01/20 1,400,000 1,546,342
Warren County Hospital
Facility Revenue Bowling
4.88%, 4/01/27 3,000,000 2,945,580
----------
5,091,297
----------
LOUISIANA - 3.38%
Louisiana Public Facilities
Authority Revenue, Dillard
University-Louisiana, 5.00%,
2/01/28 2,750,000 2,755,720
Louisiana State University &
Agriculture and Mechanical
College, University Revenues,
5.00%, 10/01/30 1,000,000 1,001,340
----------
3,757,060
----------
MAINE - 0.86%
Maine State Housing Authority,
Series C, 6.88%, 11/15/23 885,000 956,030
----------
MASSACHUSETTS - 1.92%
Massachusetts State Health and
Education, 6.00%, 10/01/23 1,000,000 1,018,850
Massachusetts State Health and
Educational Facilities
Authority, OID Revenue
Bonds, Series A, 6.88%,
4/01/22 1,000,000 1,119,950
----------
2,138,800
----------
MICHIGAN - 4.93%
Detroit Michigan Water Supply
Systems, 5.00%, 7/01/27 1,000,000 1,000,310
Grand Traverse County
Hospital, 5.00%, 7/01/28 2,500,000 2,486,375
Michigan State Hospital
Financial Authority Revenue,
5.00%, 5/15/28 2,000,000 1,995,280
----------
5,481,965
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
LONG-TERM MUNICIPAL
SECURITIES (CONTINUED)
NEBRASKA - 1.22%
Nebraska Investment Finance
Authority, SFM, 9.42%,
9/15/24 (b) $ 300,000 $ 339,375
Nebraska Public Gas Agency
Gas supply System, 5.00%,
4/01/00 1,000,000 1,017,810
----------
1,357,185
----------
NEVADA - 2.26%
Clark County, 5.90%, 10/01/30 2,000,000 2,050,800
Henderson Local Improvement
District, Special Assessment,
Series A, 8.50%, 11/01/12 440,000 458,876
----------
2,509,676
----------
NEW JERSEY - 2.10%
East Orange County Board of
Education, Participation
Notes, (effective
yield-1.67%) (a), 2/01/20 1,000,000 365,000
New Jersey State Housing &
Mortgage Finance, 5.40%,
11/01/28 1,170,000 1,209,406
Union Utilities Authority,
5.00%, 6/15/28 750,000 757,568
----------
2,331,974
----------
NEW MEXICO - 0.92%
Santa Fe Educational Facilities
Revenue Bonds, 5.50%
3/01/24 1,000,000 1,020,210
----------
NEW YORK - 4.93%
Clifton Springs Hospital
Refunding & Improvement,
8.00%, 1/01/20 700,000 786,947
Metropolitan Transportation
Authority, 4.75%, 7/01/19 1,000,000 962,240
New York City Municipal
Water Facility, 5.13%,
6/15/21 1,000,000 1,008,300
New York, Series H, 7.20%,
2/01/13 1,500,000 1,680,946
New York State Dormitory
Authority Revenue Hospital,
5.20%, 2/15/14 1,000,000 1,034,250
----------
5,472,683
----------
</TABLE>
67
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
LONG-TERM MUNICIPAL
SECURITIES (CONTINUED)
NORTH CAROLINA - 2.12%
Cumberland County, 5.00%,
12/01/24 $1,250,000 $1,253,875
North Carolina Eastern
Municipal Power Agency
Systems Revenue, 5.70%,
1/01/13 1,000,000 1,097,700
----------
2,351,575
----------
NORTH DAKOTA - 0.91%
Devils Lake Health Care,
6.10%, 10/01/23 1,000,000 1,012,690
----------
OHIO - 1.91%
Batavia Local School District
Reference, 5.63%,12/01/22 1,000,000 1,121,040
Cuyahoga County Health Care
Facilities, 5.50%, 12/01/28 1,000,000 1,001,990
----------
2,123,030
----------
OKLAHOMA - 0.50%
Oklahoma City, Industrial and
Cultural Facilities Trust,
6.75%, 9/15/17 540,000 551,993
----------
PENNSYLVANIA - 6.39%
Beaver County Hospital
Authority Revenue, 5.00%,
5/15/28 1,000,000 997,640
Delaware IDA, 6.20%, 7/01/19 2,000,000 2,191,040
Pennsylvania Economic
Development, 6.40%,
1/01/09 500,000 534,620
Philadelphia Gas Works
Revenue, 5.00%, 7/01/28 2,250,000 2,250,698
Philadelphia Hospital and
Higher Education Facilities,
6.50%, 11/15/08 1,000,000 1,121,430
----------
7,095,428
----------
RHODE ISLAND - 0.31%
West Warwick, Series A, GO
Bonds, 7.30%, 7/15/08 310,000 348,372
----------
SOUTH CAROLINA - 1.81%
Cayce South Carolina
Waterworks & Sewage
Revenue, 5.00%, 7/01/20 2,000,000 2,006,740
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
LONG-TERM MUNICIPAL
SECURITIES (CONTINUED)
TENNESSEE - 3.73%
Memphis Shelby County
Airport Authority Special
Facilities Revenue Refunding,
7.88%, 9/01/09 $1,500,000 $1,675,485
Metropolitan Government
Nashville & Davidson
County, 4.75% - 5.00%,
1/01/22 - 10/01/28 2,500,000 2,472,795
----------
4,148,280
----------
TEXAS - 9.94%
Abilene Health Facilities
Development Corporation,
5.90%, 11/15/25 1,000,000 1,002,500
Alliance Airport Authority,
6.38%, 4/01/21 2,000,000 2,192,620
Brazos Higher Education
Authority Student Loan
Revenue, 7.10%, 11/01/04 416,000 472,410
Brazos River Authority
Revenue, 4.90%, 10/01/15 2,000,000 2,054,760
Dallas Fort Worth International
Airport Facility Revenue
Bonds, 7.25%, 11/01/30 1,000,000 1,112,260
Edinburg Consolidated School
District Public Facilities,
5.00%, 8/15/19 1,500,000 1,516,815
Lufkin Health Memorial East
Texas, 5.70%, 2/15/28 1,000,000 1,025,010
Rockwall Independent School
District, OID, 5.55%,
8/15/22 2,450,000 689,822
Texas State Department of
Housing and Community
Affairs Refunding, Series C,
9.74%, 7/02/24 (b) 750,000 973,125
----------
11,039,322
----------
UTAH - 3.40%
Bountiful Hospital Revenue,
9.50%, 12/15/18 230,000 281,237
Intermountain Power Agency
Power Supply, 5.00%,
7/01/19 2,500,000 2,472,225
Utah State Housing Finance
Agency, SFM, 7.20%,
1/01/27 945,000 1,025,108
----------
3,778,570
----------
</TABLE>
68
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
LONG-TERM MUNICIPAL
SECURITIES (CONTINUED)
WEST VIRGINIA - 3.61%
Harrison County, 6.75%,
8/01/24 $2,000,000 $ 2,271,020
West Virginia State Hospital
Finance Authority Revenue,
8.80%, 1/01/18 (b) 1,500,000 1,742,445
------------
4,013,465
------------
WISCONSIN - 3.39%
Southeast Wisconsin
Professional Baseball, 5.50%,
12/15/26 2,000,000 2,229,960
Wisconsin State Health &
Educational Facility
Authority Revenues, 5.50%,
2/15/28 1,500,000 1,537,530
------------
3,767,490
------------
TOTAL LONG-TERM MUNICIPAL
SECURITIES
(COST $102,611,970) 110,459,857
------------
SHORT-TERM MUNICIPAL
SECURITIES - 2.16%
CALIFORNIA - 0.45%
California PCRB Series A,
VRDN, 3.65%, 2/28/08 500,000 500,000
------------
NEVADA - 0.54%
Reno Nevada Hospital
Revenue, VRDN, 4.10%,
5/15/23 600,000 600,000
------------
NEW YORK - 0.54%
City of New York VRDN,
4.25%, 8/01/16 200,000 200,000
New York City GO Bonds,
VRDN, 3.95%, 8/15/19 200,000 200,000
New York State Energy
Residential Housing &
Development, VRDN,
4.10%, 7/01/15 200,000 200,000
------------
600,000
------------
TEXAS - 0.45%
North Central Texas Health
Facility, Presbyterian Medical
Center, VRDN, 4.10%,
12/01/15 500,000 500,000
------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
SHORT-TERM MUNICIPAL
SECURITIES (CONTINUED)
WASHINGTON - 0.18%
Washington Health Care,
Sisters of Providence, Series I,
VRDN, 4.05%, 10/01/05 $ 200,000 $ 200,000
------------
TOTAL SHORT-TERM MUNICIPAL
SECURITIES (COST $2,400,000) 2,400,000
------------
TOTAL INVESTMENTS
(COST $105,011,970)-101.58% 112,859,857
OTHER ASSETS LESS
LIABILITIES - (1.58%) (1,750,720)
------------
NET ASSETS - 100.00% $111,109,137
============
</TABLE>
INVESTMENT ABBREVIATIONS
GO - General Obligation
IDA - Industrial Development Authority
OID - Original Issue Discount
PCRB - Pollution Control Revenue Bond
SFM - Single Family Mortgage
VRDN - Variable Rate Demand Note
(a) Effective yield is the yield as calculated at time of purchase at which the
bond accretes on an annual basis until its maturity date.
(b) Represents inverse floating rate securities.
(c) A portion of this security is held as collateral for open futures
contracts.
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $91,099,135 and $56,728,625, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $105,011,970. Net unrealized appreciation aggregated
$7,847,887, of which $7,847,887 is related to appreciated investment
securities.
SEE NOTES TO FINANCIAL STATEMENTS.
69
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value
(cost $105,011,970) (Note 2) $112,859,857
Cash 84,254
Receivables
Investments sold 985,674
Fund shares sold 870,855
Interest 1,685,891
-------------
TOTAL ASSETS 116,486,531
-------------
LIABILITIES
Payables
Investments purchased $4,840,799
Fund shares redeemed 60,067
Dividends 349,921
Variation margin (Note 2) 90,000
Accrued expenses and other
liabilities 36,607
----------
TOTAL LIABILITIES 5,377,394
-------------
NET ASSETS $111,109,137
=============
Net Assets represented by:
(Note 2)
Additional paid-in capital $105,840,947
Accumulated distributions in
excess of net investment
income (349,922)
Accumulated net realized loss
on investment transactions (2,004,046)
Net unrealized appreciation of
investments and open futures
contracts 7,622,158
-------------
NET ASSETS $111,109,137
=============
NET ASSET VALUE PER SHARE
Class A Shares $ 15.99
Class B Shares $ 15.94
Class Y Shares $ 16.00
OFFERING PRICE PER SHARE
Class A Shares $ 16.79(a)
Class B Shares $ 15.94
Class Y Shares $ 16.00
SHARES OUTSTANDING
Class A Shares 3,237,676
Class B Shares 3,722,547
Class Y Shares 67
</TABLE>
(a) Computation of offering price: 100/95.25 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest (Note 2) $ 5,400,238
EXPENSES
Management fee (Note 4) $ 557,332
Distribution fee (Note 5) 257,381
Shareholder service fee (Note 5) 232,220
Transfer agent fee 102,171
Administration fee (Note 4) 92,888
Registration expenses 53,355
Custodian and accounting fees 26,161
Shareholder reports and postage
expenses 8,237
Legal fees 2,878
Directors' fees and expenses 2,275
Audit fees 1,991
Miscellaneous 9,070
---------
Total expenses 1,345,959
-----------
NET INVESTMENT INCOME 4,054,279
-----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS, FUTURES AND
OPTIONS CONTRACTS
Net realized loss on investments,
futures and options contracts
(Note 2) (41,138)
Change in unrealized appreciation
on investments 3,077,428
---------
NET GAIN ON INVESTMENTS, FUTURES
AND OPTIONS CONTRACTS 3,036,290
-----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 7,090,569
===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
70
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE IN NET ASSETS
Operations
Net investment income $ 4,054,279 $ 2,950,727
Net realized gain (loss) on investments, futures and options contracts (41,138) 548,498
Change in unrealized appreciation on investments 3,077,428 1,603,630
------------- -------------
Increase in net assets resulting from operations 7,090,569 5,102,855
------------- -------------
Distributions to Shareholders
From net investment income
Class A (1,979,908) (1,179,998)
Class B (2,308,071) (1,981,316)
Class Y (43) --
From net realized gain on investments
Class A -- (39,820)
Class B -- (66,849)
------------- -------------
Total distributions to shareholders (4,288,022) (3,267,983)
------------- -------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 45,477,369 25,738,018
Reinvested distributions 2,625,084 1,904,347
Shares redeemed (13,461,719) (10,560,419)
------------- -------------
Change in net assets resulting from capital share transactions 34,640,734 17,081,946
------------- -------------
Increase in net assets 37,443,281 18,916,818
Net Assets
Beginning of year 73,665,856 54,749,038
------------- -------------
End of year (including accumulated distributions in excess of net
investment income of ($349,922) and ($300,191), respectively) $ 111,109,137 $ 73,665,856
============= =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 15.50 $ 15.04 $ 14.92 $ 14.42 $ 16.05
------- ------- ------- ------- -------
Income from investment operations
Net investment income 0.66 0.81 0.82 0.81 0.82
Net realized and unrealized gain
(loss) on investments 0.59 0.49 0.12 0.51 (1.54)
------- ------- ------- ------- -------
Total from investment operations 1.25 1.30 0.94 1.32 (0.72)
------- ------- ------- ------- -------
Less distributions
From net investment income (0.76) (0.81) (0.82) (0.82) (0.81)
From capital gains -- (0.03) -- - (0.10)
------- ------- ------- ------- -------
Total distributions (0.76) (0.84) (0.82) (0.82) (0.91)
------- ------- ------- ------- -------
Net asset value, end of year $ 15.99 $ 15.50 $ 15.04 $ 14.92 $ 14.42
======= ======= ======= ======= =======
TOTAL RETURN* 8.24% 8.89% 6.46% 9.46% (4.83%)
RATIOS / SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $51,757 $29,394 $17,558 $20,460 $25,056
Ratio of expenses to average net assets 1.17% 1.22% 1.24% 1.43% 1.24%
Ratio of expenses to average net assets excluding waiver 1.17% 1.22% 1.24% 1.43% 1.33%
Ratio of net investment income to average net assets 4.63% 5.09% 5.47% 5.56% 5.43%
Portfolio turnover rate 62% 59% 46% 43% 87%
</TABLE>
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
71
<PAGE>
MENTOR MUNICIPAL INCOME PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 15.49 $ 15.05 $ 14.95 $ 14.43 $ 16.06
------- ------- ------- ------- -------
Income from investment operations
Net investment income 1.30 0.71 0.75 0.74 0.74
Net realized and unrealized gain
(loss) on investments ( 0.14) 0.52 0.11 0.52 ( 1.54)
------- ------- ------- ------- -------
Total from investment operations 1.16 1.23 0.86 1.26 ( 0.80)
------- ------- ------- ------- -------
Less distributions
From net investment income ( 0.71) ( 0.71) ( 0.76) ( 0.74) ( 0.73)
From capital gains -- ( 0.08) -- ( 0.10)
------- ------- ------- -------
Total distributions ( 0.71) ( 0.79) ( 0.76) ( 0.74) ( 0.83)
------- ------- ------- ------- -------
Net asset value, end of year $ 15.94 $ 15.49 $ 15.05 $ 14.95 $ 14.43
======= ======= ======= ======= =======
TOTAL RETURN* 7.70% 8.33% 5.87% 9.01% ( 5.34%)
RATIOS / SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $59,351 $44,272 $37,191 $39,493 $46,157
Ratio of expenses to average net assets 1.67% 1.72% 1.74% 1.92% 1.74%
Ratio of expenses to average net assets excluding waiver 1.67% 1.72% 1.74% 1.92% 1.86%
Ratio of net investment income to average net assets 4.13% 4.60% 4.95% 5.07% 4.93%
Portfolio turnover rate 62% 59% 46% 43% 87%
</TABLE>
CLASS Y SHARES
<TABLE>
<CAPTION>
PERIOD ENDED
9/30/98 (b)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 15.51
--------
Income from investment operations
Net investment income 1.39
Net realized and unrealized loss on investments (0.23)
--------
Total from investment operations 1.16
--------
Less distributions
From net investment income (0.67)
--------
Net asset value, end of period $ 16.00
========
TOTAL RETURN* 7.51%
RATIOS / SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 1
Ratio of expenses to average net assets 0.92%(a)
Ratio of net investment income to average net assets 5.66%(a)
Portfolio turnover rate 62%
</TABLE>
(a) Annualized.
(b) For the period from November 19, 1997 (initial offering of Class Y shares)
to September 30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
72
<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
MENTOR SHORT-DURATION INCOME PORTFOLIO
MANAGERS' COMMENTARY: THE ACTIVE FIXED-INCOME MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
MARKET CONDITIONS
The 12-month period ending September 30, 1998 saw a dramatic decline in the
level of interest rates across the yield curve. At quarter end, long-term
interest rates were at levels not seen since the 1960s. The 30-year Treasury
ended the quarter yielding under 5%, at 4.97%, a full 1.44% below its level at
the beginning of the period. Two-year Treasury yields saw an even more
substantial decline, falling 1.51% to 4.27% over the course of the period.
On September 29th, the Federal Reserve initiated its first monetary
intervention in over two years, a 0.25% reduction in the Federal Funds rate.
And at the end of September, the short-to-intermediate portion of the yield
curve was actually inverted, as 6-month Treasury Bills were yielding more than
5-year Treasury Bonds. This implied market expectations of future monetary
easing by the Federal Reserve, continued benign domestic inflation, and a
slowing economy.
In the past few months the market has grown increasingly concerned that a
global deflationary spiral could unfold. The IMF policy prescription of
currency devaluation coupled with tight monetary and fiscal policies appears to
be making economic conditions even worse for Korea, Indonesia, Russia, etc. The
large debt burdens and faltering growth rates of the economies under IMF
supervision have raised the specter of wide scale defaults despite IMF
intervention. Russia's August announcement that it would simultaneously devalue
the ruble and unilaterally reschedule the repayment terms of its debt brought
this fear home to many global investors. As the implicit guarantee of the IMF
loses its credibility, the emerging markets that had been relatively healthy
are being put under increasing pressure. Concerns about the credit quality of
these nations have elevated interest rates in these economies to the point
where a slowdown in economic growth is becoming inevitable. Such a global
slowdown cannot help but put significant downward pressure on U.S. growth and
inflation rates.
The U.S. has not been immune to global credit quality anxiety. The yield spread
between treasury rates and high-quality corporate bonds, a traditional measure
of credit concerns within the economy, ballooned toward quarter end to levels
not seen since the last recession. The high-yield market has come under even
more stress as investors abandon markets with any hint of credit risk. The
underperformance of spread sectors has caused leveraged investors, such as
hedge funds and real estate investment trusts, to come under severe funding
pressure. As lenders call their loans or demand more collateral, these
leveraged investors are left with few alternatives but to sell assets into an
already depressed market. These forced asset liquidations have further
depressed prices in corporate bonds and mortgage-backed securities, and in many
instances trading activity has all but ceased in many market sectors.
PERFORMANCE
For the 12-month period ending September 30, 1998, the Mentor Quality Income
Portfolio A shares returned 9.95% and the B shares 9.46%, compared to 8.30% for
its Lipper U.S. Mortgage peer group. The Mentor Short-Duration Income Portfolio
A and B shares returned 6.87% and 6.68%, respectively, exclusive of sales
charges for the 12-month period, compared to 8.04% for its Lipper
Short-Intermediate Investment Grade peer group. The period saw massive
outperformance of treasury markets as compared to corporate bonds,
73
<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
MENTOR SHORT-DURATION INCOME PORTFOLIO
MANAGERS' COMMENTARY: THE ACTIVE FIXED-INCOME MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
mortgage-backed, asset-backed, and all other spread product securities. This
resulted in our trailing the Merrill Lynch 7-year Treasury and 3-year Treasury
Index benchmarks, which returned 15.78% and 10.03% respectively for the
12-month period.
MARKET OUTLOOK
Economic growth is almost certain to slow in the upcoming year, as the impact
of slower growth overseas and distressed domestic credit markets takes effect.
We do not, however, anticipate a recession for 1999. The United States has
ample policy alternatives to fight any slowing in the domestic economy. As
inflation has fallen, real interest rates (the nominal interest rate minus
inflation) implied by the Fed Funds rate has risen appreciably. Assuming that
the turmoil overseas will place continued downward pressure on inflation rates,
the Fed could lower Fed Funds by over 150 basis points (1.50%) and still
maintain a real interest rate higher than the historical average. Unlike Japan,
the U.S. has a healthy, well-capitalized banking system and therefore any
easing in monetary conditions will help stimulate demand. For the first time in
many decades, the current budget surplus means that an expansionary fiscal
policy could be implemented without necessarily driving up real interest rates
and therefore crowding out private investment.
Given sufficient aggressive action on the part of the Fed, a recession can be
avoided. With an easing Fed and declining inflation, the backdrop for bonds
remains positive. The market could see rates last observed in the 1950s.
Furthermore, as the Fed provides liquidity to the currently distressed credit
markets, corporate bonds and mortgage-backed securities have the potential for
significant outperformance in the upcoming year.
THE PORTFOLIOS
Our short-term strategy in this tumultuous environment has been to tilt
portfolio durations somewhat long relative to our benchmarks, as well as
weighting sector allocations more heavily toward treasury securities. Given our
long-term confidence in the U.S. economy we are waiting for an opportunity to
aggressively move into domestic spread sectors. Prior to such a move, we will
have to be convinced that these markets have stabilized. In our opinion such
stabilization will require the Fed to continue to move forcefully to further
ease credit conditions.
The primary risk we see to our outlook is timing. The U.S. economy has
tremendous forward momentum and the current yield curve is already pricing in
an aggressive Fed ease. Should events unfold more slowly than the market hopes,
the bond market could encounter some short-term turbulence. We would view these
sell-offs as short term in nature and would utilize the higher yield levels to
extend our duration further.
November 1998
74
<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 purchase in Mentor
Quality Income Portfolio Class A and Class B Shares and the Merrill Lynch
7-Year Treasury Index.~
[GRAPH]
A Shares B Shares Merrill Lynch
7-Year Treasury
Index
4/29/92 9525 10000 10000
9/30/92 9846 10324 11041
9/30/93 10378 10827 12345
9/30/94 10036 10406 11721
9/30/95 11222 11585 13533
9/30/96 11681 11999 14043
9/30/97 12833 13113 15388
9/30/98 14110 14071 17815
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year 5-Year Since Inception+++
Class A 4.71% 5.31% 5.51%
Class B 5.46% 5.65% 7.14%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The Merrill Lynch 7-Year Treasury Index is adjusted to reflect
reinvestment of interest on securities in the index. The Merrill Lynch
7-Year Treasury Index is not adjusted to reflect sales loads, expenses, or
other fees that the SEC requires to be reflected in the Portfolio's
performance.
+ Represents a hypothetical investment of $10,000 in Mentor Quality Income
Portfolio Class B Shares. A contingent deferred sales charge will be
imposed, if applicable, on Class B Shares at rates ranging from a maximum
of 4.00% of amounts redeemed during the first year following the date of
purchase to 1.00% of amounts redeemed during the six-year period following
the date of purchase. The value of Class B Shares reflects a redemption
fee in effect at the end of each of the stated periods. The Class B
Shares' performance assumes the reinvestment of all dividends and
distributions.
++ Represents a hypothetical investment of $10,000 in Mentor Quality Income
Portfolio Class A Shares, after deducting the maximum sales charge of
4.75% ($10,000 investment minus $475 sales charge = $9,525). The Class A
Shares' performance assumes the reinvestment of all dividends and
distributions.
+++ Reflects operations of Mentor Quality Income Portfolio Class A and Class B
Shares from the date of commencement of operations on 4/29/92 through
9/30/98.
Comparison of change in value of a hypothetical $10,000 purchase in Mentor
Quality Income Portfolio Class Y Shares and the Merrill Lynch 7-Year Treasury
Index.~
[GRAPH]
Y Shares Merrill Lynch
7-Year Treasury
Index
11/19/97 10000 10000
12/31/97 10038 10142
3/31/98 10144 10311
6/30/98 10378 10562
9/30/98 10869 11364
Total Returns as of 9/30/98
1-Year Since Inception**
Class Y n/a 8.94%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
* Represents a hypothetical investment of $10,000 in Mentor Quality Income
Portfolio Class Y Shares. These shares are not subject to any sales or
contingent deferred sales charges. The Class Y Shares' performance assumes
the reinvestment of all dividends and distributions.
** Reflects operations of Mentor Quality Income Portfolio Class Y Shares from
the date of issuance on 11/19/97 through 9/30/98.
75
<PAGE>
MENTOR SHORT-DURATION INCOME PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of hypothetical $10,000 purchase in Mentor
Short-Duration Income Portfolio Class A Shares and the Merrill Lynch 3-Year
Treasury.~
[GRAPH]
Class A 3-Year Treasury
6/16/95 9900 10000
9/30/95 9931 10139
9/30/96 10532 11038
9/30/97 11304 11571
9/30/98 12093 12732
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year Since Inception**
Class A 5.89% 5.94%
Comparison of change in value of hypothetical $10,000 purchase in Mentor
Short-Duration Income Portfolio Class B Shares and Merrill Lynch 3-year
Treasury.~
[GRAPH]
Class B 3-Year Treasury
4/29/94 10000 10000
12/31/94 10093 10075
9/30/95 10623 ` 11051
9/30/96 11225 11709
9/30/97 12125 12600
9/30/98 12945 13053
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year Since Inception++
Class B 2.68% 5.52%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The Merrill Lynch 3-Year Treasury Index is adjusted to reflect reinvestment
of interest on securities in the index. It is not adjusted to reflect
sales loads, expenses, or other fees that the SEC requires to be reflected
in the Portfolio's performance. The Portfolio invests in securities other
than Treasuries.
* Represents a hypothetical investment of $10,000 in Mentor Short-Duration
Income Portfolio Class A Shares, after deducting the maximum sales charge
of 1.00% ($10,000 investment minus $100 sales charges = $9,900. The Class
A Shares' performance assumes the reinvestment of all dividends and
distributions.
** Reflects operations of Mentor Short-Duration Income Portfolio Class A from
the date of issuance on 6/16/95 through 9/30/98.
+ Represents a hypothetical investment of $10,000 in Mentor Short-Duration
Income Portfolio Class B Shares. A contingent deferred sales charge will
be imposed, if applicable on Class B Shares at rates ranging from a
maximum of 4.00% of amounts redeemed during the first year following the
date of purchase to 1.00% of amounts redeemed during the six-year period
following the date of purchase. The value of Class B Shares reflects a
redemption fee in effect at the end of each of the stated periods. The
Class B Shares' performance assumes the reinvestment of all dividends and
distributions.
++ Reflects operations of Mentor Short-Duration Income Portfolio Class B Shares
from the date of commencement of operations on 4/29/94 through 9/30/98.
76
<PAGE>
MENTOR SHORT-DURATION INCOME PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of hypothetical $10,000 purchase in Mentor
Short-Duration Income Portfolio Class Y Shares and the Merrill Lynch 3-Year
Treasury.~
[GRAPH]
Class Y 3-Year Treasury
11/19/97 10000 10000
12/31/97 10032 10081
3/31/98 10167 10239
6/30/98 10317 10413
9/30/98 10638 10875
Total Returns as of 9/30/98
1-Year Since Inception**
Class Y n/a 6.64%
~ The Merrill Lynch 3-Year Treasury Index is adjusted to reflect
reinvestment of interest on securities in the index. It is not adjusted to
reflect sales loads, expenses, or other fees that the SEC requires to be
reflected in the Portfolio's performance. The Portfolio invests in
securities other than Treasuries.
* Represents a hypothetical investment of $10,000 in Mentor Short-Duration
Income Portfolio Class Y Shares. These shares are not subject to any sales
or contingent deferred sales charges. The Class Y Shares' performance
assumes the reinvestment of all dividends and distributions.
** Reflects operations of Mentor Short-Duration Income Portfolio Class Y from
the date of issuance on 11/19/97 through 9/30/98.
77
<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
LONG-TERM INVESTMENTS - 143.47%
PREFERRED STOCK - 2.11%
Home Ownership Funding
Corporation (cost
$3,939,796) $4,350,000 $ 4,373,725
-----------
ASSET-BACKED SECURITIES - 7.61%
Advanta Mortgage Loan
Trust, Series 1993-4,
5.55%, 3/25/10 - 1/25/25 1,960,695 1,985,118
AFG Receivables Trust,
7.00%, 2/15/03 (a) 1,250,918 1,260,091
CS First Boston, Series
1996-2 A6, 7.18%, 2/25/18 6,500,000 6,968,124
Equifax Credit Corporation,
Series 1994-1 B, 5.75%,
3/15/09 1,504,448 1,509,739
Fifth Third Bank Auto
Grantor Trust, 6.20%,
9/15/01 702,998 706,572
NASCOR, Series 1997-18,
6.75%, 12/25/27 2,587,927 2,697,132
Old Stone Credit Corporation
Home Equity Trust, Series
1993-1 B1, 6.00%, 3/15/08 624,707 630,054
-----------
TOTAL ASSET-BACKED SECURITIES
(COST $14,997,748) 15,756,830
-----------
U.S. GOVERNMENT SECURITIES
AND AGENCIES - 102.27%
Federal Home Loan
Mortgage Corporation
6.50%, Series 1647B,
11/15/08, REMIC 3,263,696 3,263,696
6.00%, Series 1693Z,
3/15/09, REMIC 6,116,037 6,218,120
6.50%, Series 26C, 7/25/18 7,000,000 7,241,864
Federal National Mortgage
Association 6.50%,
5/18/28 2,992,041 2,977,081
6.00% - 6.50%, 9/25/08 -
8/01/28 68,855,587 69,140,559
Government National
Mortgage Association
7.00%, 12/15/08 2,974,460 3,094,571
6.00% - 7.00%, 3/15/28 -
8/15/28 44,411,497 45,459,522
Government National
Mortgage Association II
4.50% - 7.00%, 4/20/22 -
1/20/28 7,152,832 7,209,007
U.S. Treasury Bonds, 6.13%,
11/15/27 8,600,000 9,909,178
U.S. Treasury Notes, 5.38% -
5.63% 7/31/00 - 5/15/08 53,650,000 57,369,396
-----------
TOTAL U.S. GOVERNMENT
SECURITIES AND AGENCIES
(COST $205,742,125) 211,882,994
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS - 11.63%
Capital One Bank, 7.15% -
7.20%, 7/19/99 - 9/15/06 $4,750,000 $ 4,948,018
Ford Capital, 9.88%, 5/15/02 2,525,000 2,929,000
Lehman Brothers Holdings,
8.50%, 5/01/07 3,000,000 3,345,159
Lehman Brothers, Inc.,
7.50%, 8/01/26 3,500,000 3,635,943
ReliaStar Financial
Corporation, 6.63%,
9/15/03 5,000,000 5,259,300
Salomon, Inc., 7.30%,
5/15/02 2,000,000 2,140,834
United Dominion Realty,
7.07%, 11/15/06 1,700,000 1,827,512
-----------
TOTAL CORPORATE BONDS
(COST $23,143,699) 24,085,766
-----------
MISCELLANEOUS - 0.97%
CSC Holdings, Inc., 7.25%,
7/15/08 1,000,000 1,007,239
Playtex Family Production
Corporation, 9.00%,
12/15/03 1,000,000 1,007,685
-----------
TOTAL MISCELLANEOUS
(COST $2,024,403) 2,014,924
-----------
COLLATERALIZED MORTGAGE
OBLIGATIONS - 14.75%
Chase Mortgage Finance
Corporation, Series
1993-L2 M, 7.00%,
10/25/24 2,958,977 3,113,602
Equifax Credit Corporation,
Series 1998-2, 6.16%,
4/15/08 2,370,000 2,407,761
General Electric Capital
Mortgage Services, Inc.,
Series 1993-18 B1, 6.00%,
2/25/09 1,924,384 1,946,511
General Electric Capital
Mortgage Services, Inc.,
Series 1998-11, 6.50% -
7.00%, 1/25/13 - 1/25/28 4,607,307 4,786,961
Key Auto Finance Trust,
6.15%, 10/15/01 1,500,000 1,513,112
NASCOR, Series 1996-2
Class M, 7.00%, 9/25/11 1,751,689 1,855,812
Prudential Home, Series
1995-5 B1, 7.25%,
9/25/25 (a) 1,453,140 1,515,504
Prudential Home, Series
1995-5 M, 7.25%, 9/25/25 2,562,369 2,667,547
Prudential Home, Series
1995-7 M, 7.00%,
11/25/25 2,813,484 2,959,016
</TABLE>
78
<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
COLLATERALIZED MORTGAGE
OBLIGATIONS (CONTINUED)
Prudential Home, Series
1996-4 M, 6.50%, 4/25/26 $5,172,223 $ 5,342,964
Prudential Home, Series
1996-8 M, 6.75%, 6/25/26 2,340,523 2,448,236
------------
TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS
(COST $28,983,412) 30,557,026
------------
RESIDUAL INTERESTS (A) - 4.13%
Capital Mortgage Funding I,
Inc., 1998-1, 1/22/27 43,831 689,073
General Mortgage Securities
II, Inc., 1995-1, 1998,
6/25/20 14,918 419,119
General Mortgage Securities
II, Inc., 1995-4, 1998,
6/25/23 8,768 397,338
General Mortgage Securities
II, Inc., 1997-4, 1998,
5/20/22 11,724 506,284
General Mortgage Securities
II, Inc., 1997-5, 1998,
7/20/23 23,164 735,034
National Mortgage Funding I,
Inc., 1995-4, 1998, 3/20/21 7,182 127,547
National Mortgage Funding I,
Inc., 1997-6, 9/20/21 32,943 640,712
National Mortgage Funding I,
Inc., 1997-7, 7/20/22 35,133 648,314
National Mortgage Funding I,
Inc., 1997-9, 10/20/24 25,739 632,940
National Mortgage Funding I,
Inc., 1997-10, 10/20/24 34,246 475,067
National Mortgage Funding I,
Inc., 1998-1, 10/20/22 17,335 440,254
National Mortgage Funding I,
Inc., 1998-2, 10/20/23 19,397 462,999
National Mortgage Funding I,
Inc., 1998-3, 11/20/23 19,847 469,598
National Mortgage Funding I,
Inc., 1998-5, 11/25/22 7,274 381,156
National Mortgage Funding I,
Inc., 1998-8, 5/20/24 34,593 498,670
National Mortgage Funding I,
Inc., 1998-9, 11/20/22 28,893 502,352
National Mortgage Funding I,
Inc., 1998-10, 1/20/23 17,413 540,932
------------
TOTAL RESIDUAL INTERESTS
(COST $9,933,404) 8,567,389
------------
297,238,654
------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
SHORT-TERM INVESTMENT - 0.67%
REPURCHASE AGREEMENT
Goldman Sachs & Company
Dated 9/30/98, 5.60%, due
10/01/98, collateralized by
$1,417,776 Federal
National Mortgage
Association, 6.00%,
8/01/13, market value
$1,431,511
(cost $1,399,604) $1,399,604 $ 1,399,604
---------- ------------
TOTAL INVESTMENTS
(COST $290,164,191) -144.14%
$298,638,258
OTHER ASSETS LESS
LIABILITIES - (44.14%) (91,456,993)
------------
NET ASSETS - 100.00% $207,181,265
============
</TABLE>
INVESTMENT ABBREVIATIONS
ARM - Adjustable Rate Mortgage
MBS - Mortgage-Backed Security
REMIC - Real Estate Mortgage Investment Conduit
(a) These are securities that may be resold to "qualified institutional buyers"
under Rule 144A or securities offered pursuant to Section 4 (2) of the
Securities Act of 1933, as amended. These securities have been determined
to be liquid under guidelines established by the Board of Trustees.
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $426,685,104 and $225,275,749, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $290,164,191. Net unrealized appreciation aggregated
$8,474,067, of which $9,931,057, related to appreciated investment securities
and $1,456,990, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
79
<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value (Note 2)
Investment securities $297,238,654
Repurchase agreements 1,399,604
------------
Total investments
(cost $290,164,191) 298,638,258
Collateral for securities
loaned (Note 2) 1,605,500
Cash 118,918
Receivables
Fund shares sold 1,324,653
Dividends and interest 2,790,157
Other assets 35,189
------------
TOTAL ASSETS 304,512,675
------------
LIABILITIES
Payables
Securities loaned (Note 2) $ 1,605,500
Reverse repurchase
agreement 94,533,000
Fund shares redeemed 101,673
Dividends 923,573
Accrued expenses and other
liabilities 167,664
-----------
TOTAL LIABILITIES 97,331,410
------------
NET ASSETS $207,181,265
============
Net Assets represented by: (Note 2)
Additional paid-in capital $213,925,048
Accumulated distributions
in excess of net
investment income (923,573)
Accumulated net realized
loss on investment
transactions (14,294,277)
Net unrealized appreciation
of investments 8,474,067
------------
NET ASSETS $207,181,265
============
NET ASSET VALUE PER SHARE
Class A Shares $ 13.61
Class B Shares $ 13.61
Class Y Shares $ 13.69
OFFERING PRICE PER SHARE
Class A Shares $ 14.29(a)
Class B Shares $ 13.61
Class Y Shares $ 13.69
SHARES OUTSTANDING
Class A Shares 6,927,132
Class B Shares 8,297,359
Class Y Shares 80
</TABLE>
(a) Computation of offering price: 100/95.25 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest (b) (Note 2) $ 11,610,166
EXPENSES
Management fee (Note 4) $ 1,025,941
Distribution fee (Note 5) 467,042
Shareholder service fee
(Note 5) 427,474
Transfer agent fee 212,090
Administration fee (Note 4) 174,343
Registration expenses 84,362
Custodian and accounting fees 34,008
Shareholder reports and
postage expenses 24,577
Legal fees 5,369
Directors' fees and expenses 4,244
Audit fees 3,715
Miscellaneous 16,925
-----------
Total expenses 2,480,090
Deduct
Waiver of management fee
(Note 4) (204,530)
------------
NET INVESTMENT INCOME 9,334,606
------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS AND
INTEREST-RATE SWAP CONTRACTS
Net realized gain on
investments and
interest-rate swap contracts
(Note 2) 713,191
Change in unrealized
appreciation on investments 6,558,180
-----------
NET GAIN ON INVESTMENTS AND
INTEREST-RATE SWAP CONTRACTS 7,271,371
------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 16,605,977
============
</TABLE>
(b) Net of interest expense of $1,961,350 ($921,496 related to interest-
rate swaps and $1,039,854 related to borrowings).
SEE NOTES TO FINANCIAL STATEMENTS.
80
<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE IN NET ASSETS
Operations
Net investment income $ 9,334,606 $ 6,390,445
Net realized gain on investments and interest-rate swap contracts 713,191 222,072
Change in unrealized appreciation on investments 6,558,180 2,224,113
------------- -------------
Increase in net assets resulting from operations 16,605,977 8,836,630
------------- -------------
Distributions to Shareholders
From net investment income
Class A (4,831,082) (2,180,277)
Class B (5,431,749) (4,210,168)
Class Y (51) -
In excess of net investment income
Class A - (150,441)
Class B - (212,242)
------------- -------------
Total distributions to shareholders (10,262,882) (6,753,128)
------------- -------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 106,644,051 63,942,122
Reinvested distributions 6,677,759 4,044,282
Shares redeemed (40,705,601) (21,179,174)
------------- -------------
Change in net assets resulting from capital share transactions 72,616,209 46,807,230
------------- -------------
Increase in net assets 78,959,304 48,890,732
Net Assets
Beginning of year 128,221,961 79,331,229
------------- -------------
End of year (including accumulated distributions in excess of net
investment income of ($923,573) and ($390,590), respectively) $ 207,181,265 $ 128,221,961
============= =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 13.18 $ 12.91 $ 13.29 $ 12.75 $ 14.04
-------- -------- -------- -------- --------
Income from investment operations
Net investment income 0.79 0.97 0.89 0.84 0.84
Net realized and unrealized gain (loss) on
investments 0.47 0.26 (0.37) 0.61 (1.30)
-------- -------- -------- -------- --------
Total from investment operations 1.26 1.23 0.52 1.45 (0.46)
-------- -------- -------- -------- --------
Less distributions
From net investment income (0.83) (0.96) (0.90) (0.91) (0.83)
-------- -------- -------- -------- --------
Net asset value, end of year $ 13.61 $ 13.18 $ 12.91 $ 13.29 $ 12.75
======== ======== ======== ======== ========
TOTAL RETURN* 9.95% 9.86% 4.09% 11.82% (3.39%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $ 94,279 $ 53,176 $ 21,092 $ 24,472 $ 30,142
Ratio of expenses to average net assets 1.05% 1.05% 1.05% 1.32% 1.38%
Ratio of expenses to average net assets excluding
waiver 1.18% 1.18% 1.31% 1.36% 1.39%
Ratio of net investment income to average net assets 5.73% 7.01% 6.84% 6.73% 6.33%
Portfolio turnover rate 114% 100% 254% 368% 455%
</TABLE>
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
81
<PAGE>
MENTOR QUALITY INCOME PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
9/30/98 9/30/97 9/30/96 9/30/95 9/30/94
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $ 13.18 $ 12.93 $ 13.31 $ 12.76 $ 14.06
-------- -------- -------- -------- --------
Income from investment operations
Net investment income 0.72 0.86 0.84 0.79 0.82
Net realized and unrealized gain (loss) on
investments 0.48 0.30 (0.38) 0.61 (1.37)
-------- -------- -------- -------- --------
Total from investment operations 1.20 1.16 0.46 1.40 (0.55)
-------- -------- -------- -------- --------
Less distributions
From net investment income (0.77) (0.91) (0.84) (0.85) (0.75)
--------- -------- -------- -------- --------
Net asset value, end of year $ 13.61 $ 13.18 $ 12.93 $ 13.31 $ 12.76
========= ======== ======== ======== ========
TOTAL RETURN* 9.46% 9.29% 3.57% 11.33% (3.97%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $ 112,901 $75,046 $ 58,239 $ 62,155 $ 77,888
Ratio of expenses to average net assets 1.55% 1.55% 1.55% 1.74% 1.88%
Ratio of expenses to average net assets excluding
waiver 1.67% 1.68% 1.81% 1.79% 1.90%
Ratio of net investment income to average net assets 5.22% 6.51% 6.36% 6.24% 6.21%
Portfolio turnover rate 114% 100% 254% 368% 455%
</TABLE>
CLASS Y SHARES
<TABLE>
<CAPTION>
PERIOD ENDED
9/30/98 (b)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 13.20
----------
Income from investment operations
Net investment income 0.78
Net realized and unrealized gain on investments 0.39
----------
Total from investment operations 1.17
----------
Less distributions
From net investment income (0.68)
----------
Net asset value, end of period $ 13.69
==========
TOTAL RETURN* 8.94%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 1
Ratio of expenses to average net assets 0.80% (a)
Ratio of expenses to average net assets exluding waiver 0.93% (a)
Ratio of net investment income to average net assets 7.09% (a)
Portfolio turnover rate 114%
</TABLE>
(a) Annualized.
(b) for the period from November 19, 1997 (initial offering of Class Y shares)
to September 30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
82
<PAGE>
MENTOR SHORT-DURATION INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
ASSET-BACKED SECURITIES - 12.18%
Advanta Home Equity Loan,
6.15%, 10/25/09 $ 766,206 $ 780,265
Advanta Mortgage Loan
Trust 1993-3 A3, 4.75% -
5.55%, 2/25/10 - 3/25/10 948,868 947,007
AFC Home Equity Loan
Trust, 6.60%, 2/25/27 1,499,955 1,514,193
AFG Receivables Trust,
6.20% - 7.05%, 9/15/00 -
2/15/03 (a) 3,098,596 3,116,978
CS First Boston 1996-2,
6.32% - 7.18%, 2/25/18 5,428,834 5,722,852
Equifax Credit Corporation
1994-1B, 5.75%, 3/15/09 478,313 479,995
Fifth Third Auto Grantor
Trust, 6.20%, 9/15/01 351,859 353,648
Old Stone Credit
Corporation, 6.20%,
6/15/08 274,327 277,455
Olympic Automobiles
Receivables Trust, 6.85% -
7.35%, 6/15/01 - 10/15/01 1,431,929 1,440,041
Union Acceptance
Corporation, 6.45% -
6.70%, 6/08/03 - 5/10/04 3,211,430 3,274,164
-----------
TOTAL ASSET-BACKED SECURITIES
(COST $17,569,230) 17,906,598
-----------
U.S. GOVERNMENT SECURITIES
AND AGENCIES - 74.00%
Federal National Mortgage
Association
6.00%, 5/01/13, ARM 13,278,924 13,415,870
10.00%, 6/01/05, MBS 188,066 197,098
Government National
Mortgage Association
7.00%, 12/15/08 1,123,686 1,169,061
6.50%, 3/15/28 2,940,243 3,003,643
7.00%, 8/15/28 9,991,943 10,304,191
Government National
Mortgage Association II
4.50%, 10/20/27 - 1/20/28 6,599,445 6,581,813
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
U.S. GOVERNMENT SECURITIES
AND AGENCIES (CONTINUED)
Government National
Mortgage Association II
7.00%, 7/20/22 - 9/20/23 $9,244,030 $ 9,411,333
U.S. Treasury Notes,
5.38% - 6.63%, 7/31/00 -
5/15/08 61,950,000 64,731,078
-----------
TOTAL U.S. GOVERNMENT
SECURITIES AND AGENCIES
(COST $107,576,668) 108,814,087
-----------
COLLATERALIZED MORTGAGE
OBLIGATIONS - 3.68%
Equifax Credit Corporation,
6.16%, 4/15/08 1,362,750 1,384,463
Key Auto Finance Trust,
6.15%, 10/15/01 4,000,000 4,034,964
-----------
TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS
(COST $5,359,496) 5,419,427
-----------
CORPORATE BONDS - 16.63%
Association Corporation NA,
7.88%, 9/30/01 1,000,000 1,077,892
Capital One Bank, 7.15% -
7.20%, 7/19/99 - 9/15/06 2,500,000 2,577,034
Dayton Hudson Company,
6.63%, 3/01/03 2,000,000 2,121,698
Ford Capital, 9.88%,
5/15/02 2,525,000 2,929,000
General Motors Acceptance
Corporation, 5.63% -
6.88%, 2/01/99 - 7/15/01 2,750,000 2,854,932
Lehman Brothers, 6.20% -
6.63%, 11/15/00 - 1/15/02 3,750,000 3,799,689
Playtex Family Production
Corporation, 9.00%,
12/15/03 1,000,000 1,007,685
Salomon Incorporated,
5.50% - 7.30%, 1/15/99 -
5/15/02 3,750,000 3,935,117
The Money Store, 6.28%,
12/15/22 4,000,000 4,143,804
-----------
TOTAL CORPORATE BONDS
(COST $23,808,616) 24,446,851
-----------
</TABLE>
83
<PAGE>
MENTOR SHORT-DURATION INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
RESIDUAL INTERESTS (A) - 1.57%
General Mortgage Securities
II, Inc., 1997-4, 1998,
5/20/22 $ 3,908 $ 167,785
National Mortgage Funding,
Inc., 1998-7, 7/20/23 49,685 674,478
National Mortgage Funding,
Inc., 1998-6, 1/20/23 53,627 706,457
National Mortgage Funding,
Inc., 1998-8, 5/20/24 23,062 332,447
National Mortgage Funding,
Inc., 1997-9, 11/20/24 17,159 421,960
------------
TOTAL RESIDUAL INTERESTS
(COST $2,666,160) 2,303,127
------------
SHORT-TERM INVESTMENTS - 2.88%
VARIABLE RATE DEMAND NOTE
Hilander Finance, LLC,
5.70%, 12/01/25 1,850,000 1,850,000
------------
REPURCHASE AGREEMENT
Goldman Sachs & Company
Dated 9/30/98, 5.60%,
due 10/01/98,
collateralized by
$2,422,945 Federal
National Mortgage
Association, 6.00%,
8/01/13, market value
$2,446,418 2,391,457 2,391,457
------------
TOTAL SHORT-TERM INVESTMENTS
(COST $4,241,457) 4,241,457
------------
TOTAL INVESTMENTS (COST
$161,221,627)-110.94% 163,131,547
OTHER ASSETS LESS LIABILITIES - (10.94%) (16,087,108)
------------
NET ASSETS - 100.00% $147,044,439
============
</TABLE>
INVESTMENT ABBREVIATIONS
ARM - Adjustable Rate Mortgage
MBS - Mortgage Backed Securities
(a) These are securities that may be resold to "qualified institutional
buyers" under rule 144A or securities offered pursuant to section 4(2) of
the Securities Act of 1933, as amended. These securites have been
determined to be liquid under guidelines established by the Board of
Trustees.
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $296,888,520 and $175,441,302, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $161,223,032. Net unrealized appreciation aggregated
$1,908,515 of which $2,467,650, related to appreciated investment securities
and $559,135, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
84
<PAGE>
SHORT-DURATION INCOME PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value (Note 2)
Investment securities $160,740,090
Repurchase agreements 2,391,457
------------
Total investments (cost
$161,221,627) 163,131,547
Receivables
Fund shares sold 4,126,138
Dividends and interest 1,260,809
Deferred expenses (Note 2) 25,241
------------
TOTAL ASSETS 168,543,735
------------
LIABILITIES
Payables
Reverse repurchase
agreement $ 18,555,000
Fund shares redeemed 2,139,010
Dividends 544,779
Accrued expenses and other
liabilities 260,507
------------
TOTAL LIABILITIES 21,499,296
------------
NET ASSETS $147,044,439
============
Net Assets represented by:
(Note 2)
Additional paid-in capital $145,502,924
Accumulated distributions in
excess of net investment
income (512,293)
Accumulated net realized
gain on investment
transactions 143,888
Net unrealized appreciation
of investments and
interest-rate swap contracts 1,909,920
------------
NET ASSETS $147,044,439
============
NET ASSET VALUE PER SHARE
Class A Shares $ 12.74
Class B Shares $ 12.75
Class Y Shares $ 12.79
OFFERING PRICE PER SHARE
Class A Shares $ 12.87(a)
Class B Shares $ 12.75
Class Y Shares $ 12.79
SHARES OUTSTANDING
Class A Shares 7,313,315
Class B Shares 4,228,466
Class Y Shares 83
</TABLE>
(a) Computation of offering price: 100/99 of net asset value.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest (b) (Note 2) $ 6,170,420
EXPENSES
Management fee (Note 4) $ 504,097
Shareholder service fee (Note 5) 252,047
Transfer agent fee 148,709
Distribution fee (Note 5) 133,476
Administration fee (Note 4) 101,237
Registration expenses 74,882
Custodian and accounting fees 26,595
Shareholder reports and postage
expenses 14,335
Miscellaneous 12,548
Organizational expenses 7,337
Legal fees 3,980
Directors' fees and expenses 3,147
Audit fees 2,754
---------
Total expenses 1,285,144
Deduct
Waiver of administration fee
(Note 4) (101,237)
Waiver of management fee
(Note 4) (180,523)
-----------
NET INVESTMENT INCOME 5,167,036
-----------
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS AND INTEREST-RATE
SWAP CONTRACTS
Net realized gain on investments
and interest-rate swap contracts
(Note 2) 325,954
Change in unrealized appreciation
on investments 1,608,387
---------
NET GAIN ON INVESTMENTS 1,934,341
-----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 7,101,377
===========
</TABLE>
(b) Net of interest expenses of $588,099 ($283,529 related to interest-rate
swaps and $304,570 related to borrowings).
SEE NOTES TO FINANCIAL STATEMENTS.
85
<PAGE>
SHORT-DURATION INCOME PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
<S> <C> <C>
NET INCREASE IN NET ASSETS
Operations
Net investment income $ 5,167,036 $ 2,155,953
Net realized gain on investments 325,954 7,748
Change in unrealized appreciation on investments 1,608,387 386,023
------------- -------------
Increase in net assets resulting from operations 7,101,377 2,549,724
------------- -------------
Distributions to Shareholders
From net investment income
Class A (3,203,099) (763,890)
Class B (2,394,223) (1,415,914)
Class Y (49) --
------------- -------------
Total distributions to shareholders (5,597,371) (2,179,804)
------------- -------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 169,053,248 39,889,219
Reinvested distributions 4,352,285 1,755,339
Shares redeemed (82,572,822) (19,273,346)
------------- -------------
Change in net assets resulting from capital share transactions 90,832,711 22,371,212
------------- -------------
Increase in net assets 92,336,717 22,741,132
Net Assets
Beginning of year 54,707,722 31,966,590
------------- -------------
End of year (including accumulated distributions in excess of
net investment income of ($512,293) and ($95,798), respectively) $ 147,044,439 $ 54,707,722
============= =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED
9/30/98 9/30/97 9/30/96 9/30/95 (c)
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.62 $ 12.50 $ 12.68 $ 12.74
-------- -------- -------- ----------
Income from investment operations
Net investment income 0.70 0.77 0.82 0.22
Net realized and unrealized gain (loss) on investments 0.15 0.12 (0.23) (0.03)
-------- -------- --------- ----------
Total from investment operations 0.85 0.89 0.59 0.19
-------- -------- --------- ----------
Less distributions
From net investment income (0.73) (0.77) (0.77) (0.25)
-------- -------- --------- ----------
Net asset value, end of period $ 12.74 $ 12.62 $ 12.50 $ 12.68
======== ======== ========= ==========
TOTAL RETURN* 6.98% 7.33% 4.80% 1.51%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 93,135 $ 27,619 $ 7,450 $ 1,002
Ratio of expenses to average net assets 0.86% 0.86% 0.86% 0.71% (a)
Ratio of expenses to average net assets excluding waiver 1.14% 1.12% 1.26% 1.00% (a)
Ratio of net investment income to average net assets 5.24% 6.00% 5.90% 4.10% (a)
Portfolio turnover rate 171% 75% 411% 126%
</TABLE>
(a) Annualized.
(c) For the period from June 16, 1995 (initial offering of Class A Shares) to
September 30, 1995.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
86
<PAGE>
SHORT-DURATION INCOME PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
9/30/98 9/30/97 9/30/96
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.62 $ 12.50 $ 12.67
-------- -------- --------
Income from investment operations
Net investment income 0.66 0.73 0.73
Net realized and unrealized gain (loss) on
investments 0.16 0.12 (0.17)
-------- -------- ---------
Total from investment operations 0.82 0.85 0.56
-------- -------- ---------
Less distributions
From net investment income (0.69) (0.73) (0.73)
--------- --------- ---------
Net asset value, end of period $ 12.75 $ 12.62 $ 12.50
========= ========= =========
TOTAL RETURN* 6.68% 6.96% 4.53%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 53,908 $ 27,089 $ 24,517
Ratio of expenses to average net assets 1.16% 1.16% 1.16%
Ratio of expenses to average net assets excluding
waiver 1.44% 1.42% 1.56%
Ratio of net investment income to average net assets 4.94% 5.70% 5.60%
Portfolio turnover rate 171% 75% 411%
<CAPTION>
PERIOD PERIOD
ENDED ENDED
9/30/95 (d) 12/31/94 (e)
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.18 $ 12.50
----------- -----------
Income from investment operations
Net investment income 0.59 0.41
Net realized and unrealized gain (loss) on
investments 0.52 (0.29)
----------- -----------
Total from investment operations 1.11 0.12
----------- -----------
Less distributions
From net investment income (0.62) (0.44)
----------- -----------
Net asset value, end of period $ 12.67 $ 12.18
=========== ===========
TOTAL RETURN* 9.22% 0.95%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 19,871 $ 17,144
Ratio of expenses to average net assets 1.20% (a) 1.29% (a)
Ratio of expenses to average net assets excluding
waiver 1.70%(a) 1.29% (a)
Ratio of net investment income to average net assets 5.04%(a) 4.90% (a)
Portfolio turnover rate 126% 166%
</TABLE>
CLASS Y SHARES
<TABLE>
<CAPTION>
PERIOD
ENDED
9/30/98 (f)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.57
----------
Income from investment operations
Net investment income 0.67
Net realized and unrealized gain on investments 0.16
----------
Total from investment operations 0.83
----------
Less distributions
From net investment income ( 0.61)
----------
Net asset value, end of period $ 12.79
==========
TOTAL RETURN* 6.64%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 1
Ratio of expenses to average net assets 0.61% (a)
Ratio of expenses to average net assets excluding waiver 0.87% (a)
Ratio of net investment income to average net assets 6.10% (a)
Portfolio turnover rate 171%
</TABLE>
(a) Annualized.
(d) For the period from January 1, 1995 to September 30, 1995.
(e) For the period from April 29, 1994 (commencement of operations) to December
31, 1994.
(f) For the period from November 19, 1997 (initial offering of Class Y shares)
to September 30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
87
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
MANAGERS' COMMENTARY: THE HIGH INCOME MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
The Mentor High Income Portfolio was launched in June 1998. This commentary,
therefore, marks the first opportunity for the managers of the Portfolio to
provide their market perspective to shareholders. The third quarter of 1998, in
addition to marking the first full quarter of performance for the fund, also
was a period of unusual volatility for high-yield markets.
ECONOMIC FACTORS
After years of steady economic growth and fairly consistent stock market
appreciation, equity markets tumbled in the final weeks of the summer in
response to a downward spiral in global economies. Earlier in the year, the
U.S. economy was expanding at a robust pace, with gross domestic product (GDP)
growth measuring 5.4% in the first quarter alone. Despite the generally solid
pace of economic activity, inflation remained benign. Falling commodity prices
and a strong dollar were helping to offset the inflationary implications of a
tight labor market and active consumer spending.
By the third quarter of 1998, U.S. financial markets were coming under
increasing stress as repercussions from the Asian crisis spread to other areas
of the globe. During this period, Russia abandoned its currency peg versus the
dollar and defaulted on its sovereign debt. Other markets, particularly Latin
America, came under increasing pressure as market participants attempted to
avoid additional international risks.
International developments finally began to meaningfully impact domestic
markets early in the third quarter. Starting with the Russian devaluation,
highly leveraged hedge funds began to incur substantial losses. Many hedge fund
participants had levered portfolios for greater returns, so the unwinding of
those positions drove yield spreads wider. A flight to quality drove long-term
Treasury yields down to levels not seen in 30 years.
In response to these deteriorating conditions the Federal Reserve reduced its
target Fed Funds rate by 25 basis points to 5.25%. Market participants had
anticipated greater credit easing and the third quarter closed amid unusually
high volatility.
CORPORATE HIGH-YIELD FACTORS
During the third quarter, 10-year Treasury yields declined by 108 basis points,
to a 4.40% yield. This strength in Treasuries, however, was not shared by other
fixed-income sectors. In fact, the investment landscape for all spread products
changed dramatically in the third quarter of 1998. A major flight-to-quality
dramatically expanded risk premiums for non-Treasury securities. The degree of
this shift is demonstrated by the 1281 basis point (12.81%) underperformance of
the Merrill Lynch High Yield Master Index versus 10-year Treasuries during the
July-September time period. High-yield spreads widened from 350 to 575 basis
points over comparable maturity Treasuries. The spread on the Chase Securities
High Yield Index expanded to 666 basis points, its highest level since January
of 1992.
Asset performance for the third quarter was closely tied to credit quality. As
risk exposure increased, returns decreased dramatically. While the 10-year
Treasury returned 9.22% for the July through September time period, the Chase
High Yield Index lost 5.79%, the S&P 500 posted a loss of 9.95%, and the EMBI
(Emerging Markets Brady Index) lost 11.57%.
New issuance of high-yield securities has declined markedly in these
deteriorating conditions. In the
88
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
MANAGERS' COMMENTARY: THE HIGH INCOME MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
quarter ended September 30, total issuance was at $20.4 billion, compared with
$56.3 billion raised in the second quarter of this year, and $37.4 billion in
the third quarter of 1997. Outflows of $1.9 billion from high-yield mutual
funds in August reversed somewhat in September, with overall cash inflows of
$259 million into high-yield funds.
MANAGEMENT STRATEGY
We invested initial proceeds into a broadly diversified cross-section of the
high-yield universe, with 77% of holdings rated B, 13.4% rated BB, and 1.1%
rated BBB. At the end of September, the Portfolio still held 15.7% of its
assets in cash, as full investment with deteriorating market conditions was
imprudent. The greatest industry concentration lies in the telecommunications
area, with a 19% exposure.
OUTLOOK
Spreads have widened in high-yield markets due to heavy new issuance and fears
of default. Default fears, however, seem premature given Moody's recently
reported trailing 12-month default rate of 2.62%, down slightly from 2.69% in
August. That number can be expected to increase during the fourth quarter,
however, since four high-yield issuers have already defaulted during the month
of October.
Given the market's current unsettled state in the wake of August's dramatic
sell-off, we expect spreads to remain at these wide levels through the end of
the year. The equity market's recent volatility makes it unlikely that spreads
will narrow meaningfully until the level of next year's economic growth becomes
clearer.
November 1998
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 purchase in Mentor High
Income Portfolio Class A and Class B Shares and the Merrill Lynch High Yield
Master II Bond Index.~
[GRAPH]
A Shares B Shares Merrill Lynch
High Yield
Master II
Bond Index
6/23/98 9525 10000 10000
7/31/98 9614 10081 10349
8/31/98 8904 9332 10586
9/30/98 8882 9305 10567
Average Annual Returns as of 9/30/98
Including Sales Charges
1-Year Since Inception+++
Class A n/a (11.19%)
Class B n/a (7.86%)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ The Merrill Lynch High Yield Master II Bond Index provides a broad-based
measure of the performance of the non-investment grade U.S. domestic bond
market. The index currently captures close to $200 billion of the
outstanding debt of domestic market issuers rated below investment grade
but not in default.
+ Represents a hypothetical investment of $10,000 in Mentor High Income
Portfolio Class B Shares. A contingent deferred sales charge will be
imposed, if applicable, on Class B Shares at rates ranging from a maximum
of 4.00% of amounts redeemed during the first year following the date of
purchase to 1.00% of amounts redeemed during the six-year period following
the date of purchase. The Class B Shares reflects a redemption fee in
effect at the end of each of the stated periods. The Class B Shares'
performance assumes the reinvestment of all dividends and distributions.
++ Represents a hypothetical investment of $10,000 in Mentor High Income
Portfolio Class A Shares, after deducting the maximum sales charge of
4.75% ($10,000 investment minus $475 sales charge = $9,525). The Class A
Shares' performance assumes the reinvestment of all dividends and
distributions.
+++ Reflects operations of Mentor High Income Portfolio Class A and Class B
Shares from the date of commencement of operations on 6/23/98 through
9/30/98.
89
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS - 79.65%
CONSUMER DISTRIBUTION - 7.13%
Aurora Foods, Inc. Senior
Subordinated Notes,
Series D, 9.88%, 2/15/07 $ 1,000,000 $ 1,075,000
Big 5 Corporation Senior
Notes, Series B, 10.88%,
11/15/07 1,000,000 955,000
CHS Electronics, Inc. Senior
Notes, 9.88%, 4/15/05 1,000,000 925,000
Del Monte Foods Company
Senior Discount Notes,
12.50%, 12/15/07 (a) 1,500,000 870,000
Disco S.A. Notes, 9.88%,
5/15/08 (a) 1,000,000 675,000
Musicland Group, Inc. Senior
Subordinated Notes-B,
9.88%, 3/15/08 1,500,000 1,432,500
Pantry, Inc. Senior Notes,
12.50%, 11/15/00 1,148,000 1,202,530
Pantry, Inc. Senior
Subordinated Notes,
10.25%, 10/15/07 1,000,000 980,000
------------
8,115,030
------------
CONSUMER DURABLES - 9.48%
Aetna Industries, Inc. Senior
Notes, 11.88%, 10/01/06 1,500,000 1,530,000
Cluett American Corporation
Senior Subordinated Notes,
10.13%, 5/15/08 (a) 1,000,000 920,000
Consoltex Group Senior
Notes, 11.00%, 10/01/03 200,000 208,000
Decora Industries, Inc.
Secured Notes, 11.00%,
5/01/05 (a) 1,000,000 907,500
Derby Cycle Corporation
Senior Notes, 10.00%,
5/15/08 (a) 1,000,000 930,000
Galey & Lord, Inc. Senior
Subordinated Notes,
9.13%, 3/01/08 1,500,000 1,316,250
MCII Holdings Senior
Secured Discount Notes,
15.00%, 11/15/02 1,000,000 825,000
Outsourcing Services Group
Senior Subordinated Notes,
10.88%, 3/01/06 (a) 1,150,000 1,092,500
Oxford Automotive, Inc.,
10.13%, 6/15/07 1,000,000 965,000
Talon Automotive Group
Senior Subordinated Notes,
9.63%, 5/01/08 (a) 1,000,000 935,000
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
CONSUMER DURABLES (CONTINUED)
Venture Holdings Trust
Senior Notes-B, 9.50%,
7/01/05 $ 1,175,000 $ 1,151,500
------------
10,780,750
------------
CONSUMER SERVICES - 14.23%
Americredit Corporation,
9.25%, 2/01/04 (a) 1,000,000 965,000
Argosy Gaming Company,
13.25%, 6/01/04 (a) 1,500,000 1,597,500
Booth Creek Ski Holdings
Senior Notes-B, 12.50%,
3/15/07 1,000,000 985,000
Capstar Broadcasting Senior
Discount Notes, 12.75%,
2/01/09 (a) 1,000,000 755,000
Carrols Corporation Senior
Notes, 11.50%, 8/15/03 1,000,000 1,045,000
Diamond Cable
Communications Senior
Discount Notes, 11.75%,
12/15/05 1,500,000 1,207,500
Globo Communicacoes
Senior Notes, 10.63%,
12/05/08 (a) 1,000,000 520,000
Grupo Televisa S.A. Senior
Discount Notes-Euro,
13.25%, 5/15/08 1,000,000 695,000
Hollywood Casino
Corporation Senior Notes,
12.75%, 11/01/03 1,000,000 1,045,000
Interep National Radio Sales,
10.00%, 7/01/08 (a) 1,000,000 980,000
Isles of Capri Casinos,
12.50%, 8/01/03 1,000,000 1,085,000
La Petite Academy LPA
Holdings-B, 10.00%,
5/15/08 1,250,000 1,212,500
Majestic Star Casino, LLC,
12.75%, 5/15/03 1,500,000 1,556,250
Northland Cable Television
Senior Subordinated Notes,
10.25%, 11/15/07 1,000,000 1,060,000
Silver Cinemas, Inc. Senior
Subordinated Notes,
10.50%, 4/15/05 (a) 1,000,000 955,000
Young American Corporation
Senior Subordinated Notes,
11.63%, 2/15/06 (a) 1,000,000 530,000
------------
16,193,750
------------
</TABLE>
90
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
ENERGY - 8.14%
Abraxas Petroleum Senior
Notes, Series D, 11.50%,
11/01/04 $ 1,000,000 $ 780,000
Dawson Production Services,
Inc. Senior Notes, 9.38%,
2/01/07 1,000,000 1,002,500
Gothic Production
Corporation, 11.13%,
5/01/05 1,000,000 760,000
Houston Exploration
Company Senior
Subordinated Notes-B,
8.63%, 1/01/08 1,000,000 960,000
Hurricane Hydrocarbons
Senior Notes, 11.75%,
11/01/04 (a) 1,000,000 560,000
Moll Industries Senior
Subordinated Notes,
10.50%, 7/01/08 (a) 1,100,000 1,023,000
Ocean Energy, Inc. Senior
Subordinated Notes-B,
8.88%, 7/15/07 1,000,000 1,010,000
Tesoro Petroleum
Corporation Senior
Subordinated Notes,
9.00%, 7/01/08 (a) 1,000,000 967,500
Universal Compression, Inc.
Senior Discount Notes,
9.88%, 2/15/08 (a) 2,000,000 1,190,000
Vintage Petroleum Senior
Subordinated Notes,
8.63%, 2/01/09 1,000,000 1,010,000
------------
9,263,000
------------
HEALTH CARE - 0.97%
Mariner Post-Acute Network
Senior Subordinated Notes,
10.50%, 11/01/07 1,500,000 832,500
Vencor, Inc. Senior
Subordinated Notes,
9.88%, 5/01/05 (a) 350,000 276,500
------------
1,109,000
------------
PRODUCER MANUFACTURING - 8.22%
Anthony Crane Rentals,
10.38%, 8/01/08 (a) 1,000,000 940,000
Compass Aerospace
Corporation, 10.13%,
4/15/05 (a) 1,000,000 985,000
Del Webb Corporation Senior
Subordinated Debentures,
9.38%, 5/01/09 750,000 720,000
Dine S.A. de C.V., 8.75%,
10/15/07 (a) 1,000,000 720,000
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
PRODUCER MANUFACTURING (CONTINUED)
Hydrochemical Industrial
Service Senior Subordinated
Notes-B, 10.38%, 8/01/07 $ 1,000,000 $ 940,000
Kevco, Inc. Senior
Subordinated Notes,
10.38%, 12/01/07 1,000,000 955,000
Outboard Marine
Corporation, 10.75%,
6/01/08 (a) 1,000,000 945,000
Schuler Homes Senior Notes,
9.00%, 4/15/08 (a) 750,000 701,250
Tekni-Plex, Inc. Senior
Subordinated Notes-B,
11.25%, 4/01/07 500,000 522,500
Terex Corporation Senior
Subordinated Notes,
8.88%, 4/01/08 (a) 1,000,000 932,500
W. R. Carpenter North
America Senior
Subordinated Notes,
10.63%, 6/15/07 1,000,000 985,000
------------
9,346,250
------------
RAW MATERIALS/PRODUCTS INDUSTRIES - 4.28%
Acetex Corporation Senior
Notes, 9.75%, 10/01/03 900,000 859,500
Anchor Lamina, Inc. Senior
Subordinated Notes,
9.88%, 2/01/08 800,000 656,000
GS Technologies Operation,
Inc. Senior Notes, 12.25%,
10/01/05 875,000 748,125
Hylsa S.A. de C.V. Bonds,
9.25%, 9/15/07 (a) 1,000,000 685,000
Pioneer Americas Acquisition
Senior Notes, 9.25%,
6/15/07 1,500,000 1,230,000
Vicap S.A.Guaranteed Notes,
11.38%, 5/15/07 (a) 1,000,000 685,000
------------
4,863,625
------------
TECHNOLOGY - 3.10%
Advanced Micro Devices
Senior Notes, 11.00%,
8/01/03 2,000,000 2,030,000
DecisionOne Holdings
Discount Notes, 11.50%,
8/01/08 1,500,000 562,500
Dictaphone Corporation
Senior Subordinated Notes,
11.75%, 8/01/05 1,000,000 930,000
------------
3,522,500
------------
</TABLE>
91
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
TRANSPORTATION - 4.02%
Atlas Air, Inc. Senior Notes,
10.75%, 8/01/05 $ 1,000,000 $ 985,000
American Communication
Lines, LLC Bonds, 10.25%,
6/30/08 (a) 1,000,000 990,000
Cenargo International
PLC-1st Mortgage, 9.75%,
6/15/08 (a) 1,000,000 820,000
Greyhound Lines Senior
Notes, 11.50%, 4/15/07 1,250,000 1,337,500
Pegasus Shipping Hellas
Notes-A, 11.88%, 11/15/04 500,000 435,000
-----------
4,567,500
-----------
UTILITIES - 20.08%
American Cellular
Corporation Senior Notes,
10.50%, 5/15/08 (a) 500,000 487,500
Cathay International Limited
Senior Notes, 13.00%,
4/15/08 (a) 1,000,000 600,000
CIA Transporte Energia
Notes, 9.25%, 4/01/08 (a) 1,000,000 760,000
Clearnet Communications
Senior Discount Notes,
14.75%, 12/15/05 1,500,000 1,248,750
Comcast Cellular Holdings
Senior Notes, 9.50%,
5/01/07 1,000,000 1,030,000
Crown Castle International
Corporation Senior
Discount Notes, 10.63%,
11/15/07 750,000 453,750
e.spire Communications, Inc.
Senior Discount Notes,
12.75% - 13.75%,
4/01/06 - 7/15/07 1,050,000 985,000
Esprit Telecommunications
Group PLC Senior Notes,
11.50%, 10.88% - 11.50%,
12/15/07 - 6/15/08 (a) 1,000,000 922,500
ICG Holdings, Inc. Discount
Notes, 11.63% - 13.50%,
9/15/05 - 3/15/07 1,500,000 1,103,750
Intermedia Communications
Senior Discount Notes,
8.60%, 6/01/08 525,000 527,625
Intermedia Communications
of Florida, 12.50%,
5/15/06 600,000 492,000
McLeodusa, Inc. Senior
Discount Notes, 10.50%,
3/01/07 1,250,000 912,500
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
UTILITIES (CONTINUED)
MetroNet Communications
Senior Discount Notes,
9.95%, 6/15/08 (a) $ 1,500,000 $ 832,500
Microcell Telecommuni-
cations Senior Discount
Notes-B, 14.00%, 6/01/06 1,000,000 715,000
Millicom International
Cellular Senior Discount
Notes, 13.50%, 6/01/06 1,250,000 793,750
MJD Communications, Inc.,
9.50%, 5/01/08 (a) 750,000 753,750
Netia Holdings Senior
Discount Notes-B, 11.25%,
11/01/07 1,500,000 660,000
Optel Inc. Senior Notes,
11.50%, 7/01/08 (a) 500,000 470,000
Pinnacle Holdings, Inc. Senior
Discount Notes, 10.00%,
3/15/08 (a) 750,000 401,250
Price Communications
Wireless, Inc. Senior
Subordinated Notes,
11.75%, 7/15/07 1,000,000 1,035,000
Primus Telecommunications
Group Strips, 11.75%,
8/01/04 1,000,000 945,000
PSINet, Inc. Senior Notes,
Series B, 10.00%, 2/15/05 1,000,000 1,005,000
Rogers Cantel,
Inc.Debentures, 9.38%,
6/01/08 1,000,000 1,020,000
Satelites Mexicanos Senior
Notes, 10.13%,
11/01/04 (a) 1,000,000 685,000
SBA Communications
Corporation Senior
Discount Notes, 12.00%,
3/01/08 (a) 1,000,000 520,000
</TABLE>
92
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
CORPORATE BONDS (CONTINUED)
UTILITIES (CONTINUED)
Spectrasite Holdings, Inc.
Senior Discount Notes,
12.00%, 7/15/08 (a) $1,000,000 $ 480,000
Sprint Spectrum Senior Notes,
11.00%, 8/15/06 1,000,000 1,140,000
Startec Global
Communications Units,
12.00%, 5/15/08 (a) 1,000,000 870,000
Verio, Inc. Senior Notes,
10.38%, 4/01/05 (a) 1,000,000 995,000
------------
22,844,625
------------
TOTAL CORPORATE BONDS
(COST $99,855,713) 90,606,030
------------
FOREIGN GOVERNMENT - 0.75%
Republic of Korea Bond,
8.88%, 4/15/08 (cost
$938,803) 1,000,000 855,000
------------
PREFERRED STOCK - 0.80%
Rural Cellular Corporation
(cost $900,000) 10,000 910,000
------------
92,371,030
------------
SHORT TERM
INVESTMENT - 14.24%
U.S. Government Agency
Federal Home Loan Bank
5.00%, 10/01/98
(cost $16,195,000) 16,195,000 16,195,000
------------
TOTAL INVESTMENTS
(COST $117,889,516)-95.44% 108,566,030
OTHER ASSETS LESS
LIABILITIES - 4.56% 5,190,110
------------
NET ASSETS - 100.00% $113,756,140
============
</TABLE>
(a) These are securities that may be resold to "qualified institutional buyers"
under Rule 144A or securities offered pursuant to Section 4(2) of the
Securities Act of 1933, as amended. These securities have been determined
to be liquid under guidelines established by the Board of Trustees.
INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from sales of securities, other than short-term
securities, aggregated $107,457,273 and $5,763,938, respectively.
INCOME TAX INFORMATION
At September 30, 1998, the aggregated cost of investment securities for federal
income tax purposes was $117,889,516. Net unrealized depreciation aggregated
$9,323,486, of which $286,135, related to appreciated investment securities and
$9,609,621, related to depreciated investment securities.
SEE NOTES TO FINANCIAL STATEMENTS.
93
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
<TABLE>
<S> <C> <C>
ASSETS
Investments, at market value (cost
$117,889,516)(Note 2)
Investment securities $108,566,030
Cash 2,492,668
Receivables
Investments sold 485,622
Fund shares sold 3,115,774
Dividends and interest 2,576,302
Deferred expenses (Note 2) 17,486
------------
TOTAL ASSETS 117,253,882
------------
LIABILITIES
Payables
Investments purchased $ 2,981,590
Fund shares redeemed 110,985
Dividends 371,873
Accrued expenses and other
liabilities 33,294
-----------
TOTAL LIABILITIES 3,497,742
------------
NET ASSETS $113,756,140
============
Net Assets represented by: (Note 2)
Additional paid-in capital $123,540,215
Accumulated distributions
in excess of net
investment income (371,874)
Accumulated net realized
loss on investment
transactions (88,715)
Net unrealized depreciation
of investments (9,323,486)
------------
NET ASSETS $113,756,140
============
NET ASSET VALUE PER SHARE
Class A Shares $ 10.92
Class B Shares $ 10.91
OFFERING PRICE PER SHARE
Class A Shares $ 11.46(a)
Class B Shares $ 10.91
SHARES OUTSTANDING
Class A Shares 4,658,188
Class B Shares 5,762,202
</TABLE>
(a) Computation of offering price: 100/95.25 of net asset value.
(b) For the period from June 23, 1998 (commencement of operations) to September
30, 1998.
SEE NOTES TO FINANCIAL STATEMENTS.
STATEMENT OF OPERATIONS
PERIOD ENDED SEPTEMBER 30, 1998 (b)
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest (Note 2) $ 2,037,403
EXPENSES
Management fee (Note 4) $ 175,891
Distribution fee (Note 5) 68,461
Shareholder service fee
(Note 5) 62,818
Administration fee (Note 4) 24,979
Transfer agent fee 23,292
Custodian and accounting fees 16,350
Registration expenses 11,840
Shareholder reports and
postage expenses 3,449
Legal fees 753
Directors' fees and expenses 596
Audit fees 521
Miscellaneous 6,164
----------
Total expenses 395,114
Deduct
Waiver of management fee
(Note 4) (175,891)
------------
NET INVESTMENT INCOME 1,818,180
------------
REALIZED AND UNREALIZED LOSS
ON INVESTMENTS
Net realized loss on
investments (88,715)
Change in unrealized
depreciation on investments (9,323,486)
----------
NET LOSS ON INVESTMENTS (9,412,201)
------------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (7,594,021)
============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
94
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
PERIOD ENDED
9/30/98 (b)
<S> <C>
NET INCREASE IN NET ASSETS
Operations
Net investment income $ 1,818,180
Net realized loss on investments (88,715)
Change in unrealized depreciation on investments (9,323,486)
-------------
Decrease in net assets resulting from operations (7,594,021)
-------------
Distributions to Shareholders
From net investment income
Class A (1,040,534)
Class B (1,178,956)
In excess of net investment income
Class A -
Class B -
-------------
Total distributions to shareholders (2,219,490)
-------------
Capital Share Transactions (Note 7)
Proceeds from sale of shares 126,286,107
Reinvested distributions 1,281,553
Shares redeemed (3,998,009)
-------------
Change in net assets resulting from capital share transactions 123,569,651
-------------
Increase in net assets 113,756,140
Net Assets
Beginning of period -
-------------
End of period (including accumulated distributions in excess
of net investment income of ($371,874) ) $ 113,756,140
=============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
<TABLE>
<CAPTION>
PERIOD ENDED
9/30/98 (b)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.00
----------
Income from investment operations
Net investment income 0.24
Net realized and unrealized loss on investments (1.04)
----------
Total from investment operations (0.80)
----------
Less distributions
From net investment income (0.28)
----------
Net asset value, end of period $ 10.92
==========
TOTAL RETURN* (6.75%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 50,887
Ratio of expenses to average net assets 0.60% (a)
Ratio of expenses to average net asset excluding waiver 1.30% (a)
Ratio of net investment income to average net assets 7.36% (a)
Portfolio turnover rate 27%
</TABLE>
(a) Annualized.
(b) For the period from June 23, 1998 (commencement of operations) to September
30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
95
<PAGE>
MENTOR HIGH INCOME PORTFOLIO
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
CLASS B SHARES
<TABLE>
<CAPTION>
PERIOD ENDED
9/30/98 (c)
<S> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 12.00
----------
Income from investment operations
Net investment income 0.22
Net realized and unrealized loss on investments ( 1.05)
----------
Total from investment operations ( 0.83)
----------
Less distributions
From net investment income ( 0.26)
----------
Net asset value, end of period $ 10.91
==========
TOTAL RETURN* ( 6.95%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 62,869
Ratio of expenses to average net assets 1.10% (a)
Ratio of expenses to average net asset excluding waiver 1.80% (a)
Ratio of net investment income to average net assets 6.87% (a)
Portfolio turnover rate 27%
</TABLE>
(a) Annualized.
(c) For the period from June 23, 1998 (commencement of operations) to September
30, 1998.
* Total return does not reflect sales commissions and is not annualized.
SEE NOTES TO FINANCIAL STATEMENTS.
96
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
NOTE 1: ORGANIZATION
Mentor Funds is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. Mentor Funds consists of
twelve separate Portfolios (hereinafter each individually referred to as a
"Portfolio" or collectively as the "Portfolios") at September 30, 1998, as
follows:
Mentor Growth Portfolio ("Growth Portfolio")
Mentor Perpetual Global Portfolio
("Global Portfolio")
Mentor Capital Growth Portfolio
("Capital Growth Portfolio")
Mentor Strategy Portfolio ("Strategy Portfolio")
Mentor Income and Growth Portfolio
("Income and Growth Portfolio")
Mentor Balanced Portfolio
("Balanced Portfolio")
Mentor Municipal Income Portfolio
("Municipal Income Portfolio")
Mentor Quality Income Portfolio
("Quality Income Portfolio")
Mentor Short-Duration Income Portfolio
("Short-Duration Income Portfolio")
Mentor High Income Portfolio
("High Income Portfolio")
Mentor U.S. Government Money Market Portfolio ("Government Portfolio")
Mentor Money Market Portfolio
("Money Market Portfolio")
The assets of each Portfolio are segregated and a shareholder's interest is
limited to the Portfolio in which shares are held.
These financial statements do not include Money Market Portfolio and the U.S.
Government Money Market Portfolio.
Mentor Funds currently issues three classes of shares. Class A shares are sold
subject to a maximum sales charge of 5.75% (4.75% for the Quality Income
Portfolio, Municipal Income Portfolio and High Income Portfolio and 1% for
Short-Duration Income Portfolio) payable at the time of purchase. Class B
shares are sold subject to a contingent deferred sales charge payable upon
redemption which decreases depending on when shares were purchased and how long
they have been held. Class Y shares are sold to institutions and high net-worth
individual investors and are not subject to any sales or contingent deferred
sales charges.
During the year, the Balanced Portfolio added two classes of shares designated
as Class A and Class Y and designated its existing class of shares as Class B.
Shareholders of the Balanced Portfolio who on September 16, 1998, held Class B
shares had such shares converted to Class Y shares having an aggregate value
equal to that of the shareholder's Class B shares prior to the conversion.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Portfolios in the preparation of their financial statements.
The policies are in conformity with generally accepted accounting principles
which require management to make estimates and assumptions that affect amounts
reported therein. Although actual results could differ from these estimates,
any such differences are expected to be immaterial to the net assets of the
Portfolios.
(a) Valuation of Securities - Listed securities held by the Growth Portfolio,
Global Portfolio, Capital Growth Portfolio, Strategy Portfolio, Income and
Growth Portfolio, and Balanced Portfolio traded on national stock exchanges and
over-the-counter securities quoted on the NASDAQ National Market
97
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
System are valued at the last reported sales price or, lacking any sales, at
the last available bid price. In cases where securities are traded on more than
one exchange, the securities are valued on the exchange determined by the
advisor of the Portfolios as the primary market. Securities traded in the
over-the-counter market, other than those quoted on the NASDAQ National Market
System, are valued at the last available bid price. Short-term investments with
remaining maturities of 60 days or less are carried at amortized cost, which
approximates market value. Securities for which market quotations are not
readily available are valued at fair value as determined in good faith under
procedures established by the Board of Trustees.
U.S. Government obligations held by the Income and Growth Portfolio, Balanced
Portfolio, Quality Income Portfolio, Short-Duration Income Portfolio, and High
Income Portfolio are valued at the mean between the over-the-counter bid and
asked prices as furnished by an independent pricing service. Listed corporate
bonds, other fixed income securities, mortgage backed securities, mortgage
related, asset-backed and other related securities are valued at the prices
provided by an independent pricing service. Security valuations not available
from an independent pricing service are provided by dealers approved by the
Portfolios' Board of Trustees. In determining value, the pricing services use
information with respect to transactions in such securities, market
transactions in comparable securities, various relationships between
securities, and yield to maturity.
Municipal bonds, held by the Municipal Income Portfolio, are valued at fair
value. An independent pricing service values the Portfolio's municipal bonds
taking into consideration yield, stability, risk, quality, coupon, maturity,
type of issue, trading characteristics, special circumstances of a security or
trading market, and any other factors or market data it deems relevant in
determining valuations for normal institutional size trading units of debt
securities. The pricing service does not rely exclusively on quoted prices.
Short-term investments with remaining maturities of 60 days or less shall be
their amortized cost value unless the particular circumstances of the security
indicate otherwise.
Foreign currency amounts are translated into United States dollars as follows:
market value of investments, other assets and liabilities at the daily rate of
exchange, purchases and sales of investments, income and expenses at the rate
of exchange prevailing on the respective dates of such transactions. Net
unrealized foreign exchange gains/losses are a component of unrealized
appreciation/depreciation of investments.
Net realized foreign currency gains and losses include foreign currency gains
and losses between trade date and settlement date on investment securities
transactions, foreign currency transactions and the difference between the
amounts of interest and dividends recorded on the books of the Portfolio and
the amount actually received. The portion of investment gains and losses
related to foreign currency fluctuations in exchange rates between the initial
purchase trade date and subsequent sale trade date is included in realized
gains and losses on security transactions.
(b) Repurchase Agreements -- It is the policy of Mentor Funds to require the
custodian bank to take possession, to have legally segregated in the Federal
Reserve Book entry system all securities held as collateral in support of
repurchase agreement investments. Additionally, procedures have been
established by Mentor Funds to monitor, on a daily basis, the market value of
each repurchase agreement's
98
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
underlying securities to ensure the existence of a proper level of collateral.
Mentor Funds will only enter into repurchase agreements with banks and other
recognized financial institutions such as broker/dealers which are deemed by
Mentor Funds' advisor to be creditworthy pursuant to guidelines established by
the Mentor Funds' Trustees. Risks may arise from the potential inability of
counterparties to honor the terms of the repurchase agreement. Accordingly,
Mentor Funds could receive less than the repurchase price on the sale of
collateral securities.
(c) Borrowings -- Each of the Portfolios (except for the Growth Portfolio,
Strategy Portfolio and Municipal Income Portfolio) may, under certain
circumstances, borrow money directly or through dollar-roll and reverse
repurchase agreements (arrangements in which the Portfolio sells a security for
a percentage of its market value with an agreement to buy it back on a set
date). Each Portfolio may borrow up to one-third of the value of its net
assets.
The average daily balance of reverse repurchase agreements outstanding for
Quality Income Portfolio during the year ended September 30, 1998, was
approximately $16,388,088 or $1.24 per share based on average shares
outstanding during the period at a weighted average interest rate of 5.16%. The
maximum amount of borrowings outstanding for any day during the period was
$71,061,218 (including accrued interest), as of September 17, 1998, at an
interest rate of 5.52% and was 26.09% of total assets at that date.
The average daily balance of reverse repurchase agreements outstanding for
Short-Duration Income Portfolio during the year ended September 30, 1998, was
approximately $6,026,021 or $0.72 per share based on average shares outstanding
during the period at a weighted average interest rate of 5.55%. The maximum
amount of borrowings outstanding for any day during the period was $35,037,791
(including accrued interest), as of September 3, 1998, at an interest rate of
5.55% and was 18.35% of total assets at that date.
(d) Portfolio Securities Loaned -- Each of the Portfolios (except for Municipal
Income Portfolio) is authorized by the Board of Trustees to participate in
securities lending transactions.
The Portfolios may receive fees for participating in lending securities
transactions. During the period that a security is out on loan, Portfolios
continue to receive interest or dividends on the securities loaned. The
Portfolio receives collateral in an amount at least equal to, at all times, the
fair value of the securities loaned plus interest. When cash is received as
collateral, the Portfolios record an asset and obligation for the market value
of that collateral. Cash received as collateral may be reinvested, in which
case that security is recorded as an asset of the Portfolio. Variations in the
market value of the securities loaned occurring during the term of the loan are
reflected in the value of the Portfolio.
At September 30, 1998, certain Portfolios had loaned securities to brokers
which were collateralized by cash, U.S. Treasury securities and letters of
credit. Cash collateral at September 30, 1998 was reinvested in U.S. Treasury
and high quality money market instruments. Income from securities lending
activities amounted to $283,424, $50,923, $25,753, $88,906, $47,564, $702, and
$46,419, for the Growth Portfolio, Global Portfolio, Capital Growth Portfolio,
Strategy Portfolio, Income and Growth Portfolio, Balanced Portfolio and Quality
Income Portfolio, respectively for the year ended September 30, 1998.
99
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
Among the risks to a Portfolio from securities lending are that the borrower
may not provide additional collateral when required or return the securities
when due. At September 30, 1998, the value of the securities on loan and the
value of the related collateral were as follows:
<TABLE>
<CAPTION>
SECURITIES CASH SECURITIES TRI-PARTY
PORTFOLIO ON LOAN COLLATERAL COLLATERAL COLLATERAL
- ------------------- --------------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
Growth $106,657,061 $115,219,699 $771,567 $ -
Global 11,714,972 12,707,641 - -
Capital Growth 14,483,537 15,562,984 - -
Strategy 58,005,353 60,165,776 215,110 -
Income and Growth 47,343,071 40,344,784 6,360 7,911,321
Balanced 2,544,039 2,639,420 - 39,456
Quality Income 3,244,448 1,605,500 - 1,687,662
- ------------------- ------------ ------------ -------- ---------
</TABLE>
(e) Dollar Roll Transactions -- Each of the Portfolios (except for the Growth,
Strategy and Municipal Income Portfolios) may engage in dollar roll
transactions with respect to mortgage-backed securities issued by GNMA, FNMA,
and FHLMC. In a dollar-roll transaction, a Portfolio sells a mortgage-backed
security to a financial institution, such as a bank or broker/dealer, and
simultaneously agrees to repurchase a substantially similar (i.e., same type,
coupon, and maturity) security from the institution at a later date at an
agreed upon price. The mortgage-backed securities that are repurchased will
bear the same interest rate as those sold, but generally will be collateralized
by different pools of mortgages with different prepayment histories.
(f) Security Transactions and Investment Income -- Security transactions for
the Portfolios are accounted for on trade date. Dividend income is recorded on
the ex-dividend date. Interest income is recorded on the accrual basis.
Interest income (except for Municipal Income Portfolio) includes interest and
discount earned (net of premium) on short-term obligations, and interest earned
on all other debt securities including original issue discount as required by
the Internal Revenue Code. Dividends to shareholders and capital gain
distributions, if any, are recorded on the ex-dividend date.
Interest income for the Municipal Income Portfolio includes interest earned net
of premium, and original issue discount as required by the Internal Revenue
Code.
(g) Federal Income Taxes -- No provision for federal income taxes has been made
since it is each Portfolio's policy to comply with the provisions applicable to
regulated investment companies under the Internal Revenue Code and to
distribute to its shareholders within the allowable time limit substantially
all taxable income and realized capital gains.
Dividends paid by the Municipal Income Portfolio representing net interest
received on tax-exempt municipal securities are not includable by shareholders
as gross income for federal income tax purposes because the Portfolio intends
to meet certain requirements of the Internal Revenue Code applicable to
regulated investment companies which will enable the Portfolio to pay
tax-exempt interest dividends. The portion of such interest, if any, earned on
private purpose municipal bonds issued after August 7, 1986, may by considered
a tax preference item to shareholders.
100
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
At September 30, 1998, capital loss carryforwards for federal tax purposes were
as follows:
<TABLE>
<CAPTION>
MUNICIPAL QUALITY
EXPIRES INCOME PORTFOLIO INCOME PORTFOLIO
- ----------- ------------------ -----------------
<S> <C> <C>
9/30/2001 $ - $ 244,512
9/30/2002 - 3,678,547
9/30/2003 317,478 7,326,035
9/30/2004 1,616,817 1,708,773
9/30/2005 - 1,325,149
9/30/2006 295,480 -
---------- -----------
$2,229,775 $14,283,016
========== ===========
</TABLE>
Such capital loss carryforwards will reduce the Portfolios' taxable income
arising from future net realized gains on investments, if any, to the extent
permitted by the Internal Revenue Code, and thus will reduce the amount of the
distributions to shareholders which would otherwise relieve the Portfolios of
any liability for federal tax.
(h) When-Issued and Delayed Delivery Transactions -- The Portfolios may engage
in when-issued or delayed delivery transactions. To the extent the Portfolios
engage in such transactions, they will do so for the purpose of acquiring
portfolio securities consistent with their investment objectives and policies
and not for the purpose of investment leverage. The Portfolios will record a
when-issued security and the related liability on the trade date. Until the
securities are received and paid for, the Portfolios will maintain security
positions such that sufficient liquid assets will be available to make payment
for the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily, and begin earning interest on the
settlement date.
(i) Futures Contracts -- In order to gain exposure to or protect against
declines in security values, the Portfolios may buy and sell futures contracts.
The Portfolios may also buy or write put or call options on futures contracts.
The Portfolios may sell futures contracts to hedge against declines in the
value of portfolios securities. The Portfolios may also purchase futures
contracts to gain exposure to market changes as it may be more efficient or
cost effective than actually buying securities. The Portfolios will segregate
assets to cover its commitments under such speculative futures contracts.
Upon entering into a futures contract, the Portfolios are required to deposit
either cash or securities in an amount (initial margin) equal to a certain
percentage of the contract value. Subsequent payments (variation margin) are
made or received by the Portfolios each day. The variation margin payments are
equal to the daily changes in the contract value and are recorded as unrealized
gains and losses. The Portfolios recognize a realized gain or loss when the
contract is closed. For the year ended September 30, 1998, Strategy Portfolio,
Municipal Income Portfolio and Short-Duration Income Portfolio had realized
losses of $1,950,741, $923,251, and $88,910, respectively, on closed futures
contracts.
Risks of entering into futures contracts (and related options) include the
possibility that there may be an illiquid market and that a change in the value
of the contract or option may not correlate with changes in the value of the
underlying securities. At September 30, 1998, Strategy Portfolio and Municipal
Income Portfolio had open positions in the following futures contracts:
101
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET
NUMBER OF NOTIONAL UNREALIZED
PORTFOLIO CONTRACTS POSITION CONTRACTS EXPIRATION VALUE DEPRECIATION
- ------------------ ----------- ---------- ------------------ ------------ -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Strategy 734 Short U.S. Long Bond Dec-98 $73,400,000 ($3,871,838)
Municipal Income 90 Short Muni Bond Future Dec-98 $ 9,000,000 ($ 225,729)
- ------------------ --- ---------- ------------------ ------ ----------- ----------
</TABLE>
(j) Options - In order to produce incremental earnings or protect against
changes in the value of portfolio securities, the Portfolios may buy and sell
put and call options, write covered call options on portfolio securities and
write cash-secured put options.
The Portfolios generally purchase put options or write covered call options to
hedge against adverse movements in the value of portfolio holdings. The
Portfolios may also use options for speculative purposes, although they do not
employ options for this at the present time. The Portfolios will segregate
assets to cover their obligations under option contracts.
Options contracts are valued daily based upon the last sales price on the
principal exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Portfolios will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a
written put option, or the cost of the security for a purchased put or call
option is adjusted by the amount of premium received or paid. For the year
ended September 30, 1998, Municipal Income Portfolio had a net realized gain of
$10,940 on closed option contracts.
The risk in writing a call option is that the Portfolios give up the
opportunity for profit if the market price of the security increases and the
option is exercised. The risk in writing a put option is that the Portfolio may
incur a loss if the market price of the security decreases and the option is
exercised. The risk in buying an option is that the Portfolio pays a premium
whether or not the option is exercised or the counterparty is unwilling or
unable to perform. The Portfolio also has the additional risk of not being able
to enter into a closing transaction if a liquid secondary market does not
exist. The Portfolio may also write over-the-counter options where the
completion of the obligation is dependent upon the credit standing of the
counterparty. Activity in written options for the Municipal Income Portfolio
for the year ended September 30, 1998, was as follows:
<TABLE>
<CAPTION>
PREMIUM
RECEIVED FACE VALUE
------------ ---------------
<S> <C> <C>
Options outstanding at
September 30, 1997 $ 36,693 $ 10,000,000
Options written 53,274 21,000,000
Options closed (49,292) (20,000,000)
Options expired (40,675) (11,000,000)
- ----------------------- -------- ------------
Options outstanding at
September 30, 1998 $ - $ -
- ----------------------- -------- ------------
</TABLE>
(k) Residual Interests - A derivative security is any investment that derives
its value from an underlying security, asset, or market index. Quality Income
Portfolio and Short-Duration Income Portfolio invest in mortgage security
residual interests ("residuals") which are considered derivative securities.
The Portfolios' investments in residuals have been primarily in securities
issued by proprietary mortgage trusts. While these entities have been highly
leveraged, often having indebtedness of up to 95% of their total value, the
Portfolios have not incurred any indebtedness in the course of making these
residual investments; nor have the Portfolios' assets been
102
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
pledged to secure the indebtedness of the issuing structure or the Portfolios'
investment in the residuals. In consideration of the risk associated with
investment in residual securities, it is the Portfolios' policy to limit their
exposure at the time of purchase to no more than 20% of their total assets.
(l) Interest-Rate Swap - An interest-rate swap is a contract between two
parties on a specified principal amount (referred to as the notional principal)
for a specified period. In the most common instance, a swap involves the
exchange of streams of variable and fixed-rate interest payments. During the
term of the swap, changes in the value of the swap are recognized as unrealized
gains or losses by marking-to-market the value of the swap. When the swap is
terminated, the Fund will record a realized gain or loss. At September 30,
1998, there were no open interest rate swap agreements.
(m) Deferred Expenses - Costs incurred by the Portfolios in connection with
their initial share registration and organization costs were deferred by the
Portfolios and are being amortized on a straight-line basis over a five-year
period.
(n) Distributions - Income distributions and capital gain distributions are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due
to differing treatments for net operating losses, certain futures and deferral
of wash sales and equalization deficits.
The Growth Portfolio, Capital Growth Portfolio and Strategy Portfolio also
utilized earnings and profits distributed to shareholders on redemption of
shares as a part of the distributions for income tax purposes.
NOTE 3: DIVIDENDS
Dividends will be declared daily and paid monthly to all shareholders invested
in Municipal Income Portfolio, Quality Income Portfolio, Short-Duration Income
Portfolio and High Income Portfolio. Dividends are declared and paid annually
to all shareholders invested in the Growth Portfolio, Capital Growth Portfolio,
Strategy Portfolio, Global Portfolio and Balanced Portfolio. Dividends are
declared and paid quarterly to all shareholders invested in Income and Growth
Portfolio. Dividends will be reinvested in additional shares of the same class
and Portfolio on payment dates at the ex-dividend date net asset value without
a sales charge unless cash payments are requested by shareholders in writing to
Mentor Investment Group, LLC. Dividends of all Portfolios are paid to
shareholders of record on the record date. Capital gains realized by each
Portfolio, if any, are paid annually.
NOTE 4: INVESTMENT ADVISORY AND MANAGEMENT AND ADMINISTRATION AGREEMENTS
Mentor Investment Advisors, LLC ("Mentor Advisors"), the Portfolios' investment
advisor, receives for its services an annual investment advisory fee not to
exceed the following percentages of the average daily net assets of the
particular Portfolio: Growth Portfolio, 0.70%; Capital Growth Portfolio, 0.80%;
Strategy Portfolio, 0.85%; Income and Growth Portfolio, 0.75%; Balanced
Portfolio, 0.75%; Municipal Income Portfolio, 0.60%; Quality Income Portfolio,
0.60%; Short-Duration Income Portfolio, 0.50%; and High Income Portfolio,
0.70%.
Mentor Advisors pays Van Kampen American Capital Management, Inc., the
sub-advisor to Municipal Income Portfolio, an annual fee expressed as a
percentage of the Portfolio's average net assets as
103
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
follows: 0.25% of the first $60 million of the Portfolio's average net assets
and 0.20% of the Portfolio's average net assets over $60 million.
For the period from October 1, 1997 to June 30, 1998, Wellington Management
Company, LLC, the sub-advisor to the Income and Growth Portfolio, received from
the Investment Advisor an annual fee expressed as a percentage of that
Portfolio's assets as follows: 0.325% on the first $50 million of the
Portfolio's average net assets, 0.275% on the next $150 million of the
Portfolio's average net assets, 0.225% of the next $300 million of the
Portfolio's average net assets, and 0.200% of the Portfolio's net assets over
$500 million. Effective July 1, 1998, the sub-advisor to the Income and Growth
Portfolio received the following fees: 0.325% on the first $50 million of the
Portfolio's average net assets, 0.250% on the next $150 million of the
Portfolio's average net assets, and 0.200% of the Portfolio's average net
assets over $150 million.
Van Kampen American Capital Management, Inc., the sub-advisor to the High
Income Portfolio receives from the Investment Advisor an annual fee of 0.20% of
the Portfolio's average daily net assets.
No performance or incentive fees are paid to the sub-advisors. Under certain
Sub-Advisory Agreements, the particular sub-advisor may, from time to time,
voluntarily waive some or all of its sub-advisory fee charged to the Investment
Advisor and may terminate any such voluntary waiver at any time in its sole
discretion.
The Global Portfolio has entered into an Investment Advisory Agreement with
Mentor Perpetual Advisors, LLC ("Mentor Perpetual"). Mentor Perpetual is owned
equally by Mentor and Perpetual PLC, a diversified financial services holding
company. Under this agreement, Mentor Perpetual's management fee is accrued
daily and paid monthly at an annual rate of 1.10% applied to the average daily
net assets of the Portfolio up to and including $75 million and 1.00% of its
average daily net assets in excess of $75 million.
For the year ended September 30, 1998, Mentor Advisors and sub-advisors, earned
and voluntarily waived the following management fees:
<TABLE>
<CAPTION>
MANAGEMENT
MANAGEMENT FEE SUB ADVISOR
FEE VOLUNTARILY FEE
PORTFOLIO EARNED WAIVED EARNED/(WAIVED)
- ----------------------- ------------ ------------- ----------------
<S> <C> <C> <C>
Growth $4,204,377 $ - $ -
Global 1,612,495 - -
Capital Growth 2,153,467 - -
Strategy 2,420,122 - -
Income and Growth 1,638,729 - 575,028
Balanced 31,721 - 20,856
Municipal Income 557,332 - 216,114
Quality Income 1,025,941 204,530 -
Short-Duration Income 504,097 180,523 -
High Income 175,891 175,891 (51,279)
- ----------------------- ---------- ------- -------
</TABLE>
Administrative personnel and services are provided by Mentor, under an
Administration Agreement, at an annual rate of 0.10% of the average daily net
assets of each Portfolio. For the year ended September 30, 1998, Mentor earned
the following administration fees:
<TABLE>
<CAPTION>
ADMINISTRATION
ADMINISTRATION FEE VOLUNTARILY
PORTFOLIO FEE EARNED WAIVED
- ----------------------- ---------------- ----------------
<S> <C> <C>
Growth $600,625 $ -
Global 153,750 -
Capital Growth 269,183 -
Strategy 284,720 -
Income and Growth 218,497 -
Balanced 4,219 4,219
Municipal Income 92,888 -
Quality Income 174,343 -
Short-Duration Income 101,237 101,237
High Income 24,979 -
- ----------------------- -------- -------
</TABLE>
104
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
The Portfolios also provide direct reimbursement to Mentor for certain legal
and compliance administration, investor relation and operation related costs
not covered under the Investment Management Agreement. For the year ended
September 30, 1998, these direct reimbursements were as follows:
<TABLE>
<CAPTION>
DIRECT
PORTFOLIO REIMBURSEMENTS
- ----------------------- ---------------
<S> <C>
Growth $26,735
Global 6,902
Capital Growth 12,494
Strategy 12,317
Income and Growth 10,079
Municipal Income 4,318
Quality Income 7,964
Short-Duration Income 5,085
- ----------------------- -------
</TABLE>
NOTE 5: DISTRIBUTION AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
The Class B shares of the Portfolios have adopted a Distribution Plan (the
Plan) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under a
Distribution Agreement between the Portfolios and Mentor Distributors, LLC
("Mentor Distributors") a wholly-owned subsidiary of BYSIS Fund Services, Inc.,
Mentor Distributors was appointed distributor of the Portfolios. To compensate
Mentor Distributors for the services it provides and for the expenses it incurs
under the Distribution Agreement, the Portfolios pay a distribution fee, which
is accrued daily and paid monthly at the annual rate of 0.75% of the
Portfolios' average daily net assets for the Growth Portfolio, Capital Growth
Portfolio, Strategy Portfolio, Income and Growth Portfolio, Balanced Portfolio
and Global Portfolio, 0.50% of the average daily net assets of the Quality
Income Portfolio, High Income Portfolio and Municipal Income Portfolio, and
0.30% of the average daily net assets for the Short-Duration Income Portfolio.
Mentor Distributors may select financial institutions, such as investment
dealers and banks to provide sales support services as agents for their clients
or customers who beneficially own Class B shares of the Portfolios. Financial
institutions will receive fees from Mentor Distributors based upon Class B
shares owned by their clients or customers.
Mentor Funds has adopted a Shareholder Servicing Plan (the "Service Plan") with
Mentor Distributors with respect to Class A and Class B shares of each
Portfolio. Under the Service Plan, financial institutions will enter into
shareholder service agreements with the Portfolios to provide administrative
support services to their customers who from time to time may be owners of
record or beneficial owners of Class A or Class B shares of one or more
Portfolios. In return for providing these support services, a financial
institution may receive payments from one or more Portfolios at a rate not
exceeding 0.25% of the average daily net assets of the Class A or Class B
shares of the particular Portfolio or Portfolios beneficially owned by the
financial institution's customers for whom it is holder of record or with whom
it has a servicing relationship.
105
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
Presently, the Portfolios' class specific expenses are limited to expenses
incurred by a class of shares pursuant to its respective Distribution Plan.
Under the Distribution Plan, shareholder service fees are charged in Class A
and B and distribution fees are charged to Class B. For the year ended
September 30, 1998, distribution fees and shareholder servicing fees were as
follows:
<TABLE>
<CAPTION>
CLASS B CLASS B SHAREHOLDER SERVICE FEE
DISTRIBUTION DISTRIBUTION --------------------------- SHAREHOLDER SERVICE
PORTFOLIO FEE FEE WAVIED CLASS A CLASS B FEE WAIVED
- ----------------------- -------------- -------------- ----------- ------------- --------------------
<S> <C> <C> <C> <C> <C>
Growth $3,638,580 $ -- $255,596 $1,233,864 $ --
Global 734,020 -- 146,546 237,827 --
Capital Growth 1,227,717 -- 283,728 389,229 --
Strategy 1,875,172 -- 77,994 633,805 --
Income and Growth 986,604 -- 222,501 323,741 --
Balanced 30,319 29,451 3,517 6,695 9,738
Municipal Income 257,381 -- 108,151 124,069 --
Quality Income 467,042 -- 195,196 232,278 --
Short-Duration Income 133,476 -- 160,078 91,969 --
High Income 68,461 -- 28,187 34,631 --
- ----------------------- ---------- ------- -------- ---------- ------
</TABLE>
NOTE 6: FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
In connection with portfolio purchases and sales of securities denominated in a
foreign currency, Global Portfolio may enter into forward foreign currency
exchange contracts ("contracts"). Additionally, from time to time Global
Portfolio may enter into contracts to hedge certain foreign currency assets.
Contracts are recorded at market value. Realized gains and losses arising from
such transactions are included in net gain (loss) on investments and forward
foreign currency exchange contracts. The Portfolio is subject to the credit
risk that the other party will not complete the obligations of the contract. At
September 30, 1998, Global Portfolio had outstanding forward contracts as set
forth below.
<TABLE>
<CAPTION>
CONTRACTS NET UNREALIZED
TO DELIVER/ IN EXCHANGE APPRECIATION/
SETTLEMENT DATE RECEIVE VALUE FOR (DEPRECIATION)
- ----------------------------- ------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C>
PURCHASES
10/01/98 British Pound 34,560 $ 58,716 $ 58,925 $ (209)
10/01/98 British Pound 19,415 32,985 33,102 (117)
SALES
10/01/98 British Pound 32,471 55,166 55,362 196
10/02/98 British Pound 33,054 56,156 56,356 200
10/02/98 British Pound 36,586 62,159 62,380 221
10/30/98 French Franc 3,859,918 689,505 685,598 (3,907)
3/18/99 Hong Kong Dollar 7,928,000 1,006,040 1,000,000 (6,040)
11/30/98 Singapore Dollar 885,000 524,787 500,000 (24,787)
- -------- ------------------ --------- --------- ---------- ---------
</TABLE>
106
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
NOTE 7: CAPITAL SHARE TRANSACTIONS
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest. Transactions in Portfolio
shares were as follows:
<TABLE>
<CAPTION>
MENTOR GROWTH PORTFOLIO
-------------------------------------------------------------------
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
---------------------------------- --------------------------------
SHARES DOLLARS SHARES DOLLARS
---------------- ----------------- --------------- ----------------
<S> <C> <C> <C> <C>
CLASS A:
Shares sold 12,016,618 $ 210,103,016 5,018,131 $ 82,270,375
Shares issued upon reinvestment of distributions 346,751 6,474,795 369,088 5,744,163
Shares redeemed (12,306,743) (213,035,017) (2,301,180) (37,823,031)
----------- -------------- ---------- -------------
Change in net assets from capital share transactions 56,626 $ 3,542,794 3,086,039 $ 50,191,507
=========== ============== ========== =============
CLASS B:
Shares sold 4,138,131 $ 73,047,883 5,392,199 $ 86,290,167
Shares issued upon reinvestment of distributions 1,667,456 30,460,604 3,348,283 51,489,284
Shares redeemed (4,698,527) (80,890,251) (3,140,076) (49,890,633)
----------- -------------- ---------- -------------
Change in net assets from capital share transactions 1,107,060 $ 22,618,236 5,600,406 $ 87,888,818
=========== ============== ========== =============
CLASS Y: (a)
Shares sold 1,786,672 $ 30,602,698 - -
Shares issued upon reinvestment of distributions 1 10 - -
Shares redeemed (53,808) (894,152) - -
----------- -------------- ---------- -------------
Change in net assets from capital share transactions 1,732,865 $ 29,708,556 - -
=========== ============== ========== =============
</TABLE>
<TABLE>
<CAPTION>
MENTOR PERPETUAL GLOBAL PORTFOLIO
-------------------------------------------------------------------
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
---------------------------------- ------------------------------
SHARES DOLLARS SHARES DOLLARS
--------------- ---------------- ------------- --------------
<S> <C> <C> <C> <C>
CLASS A:
Shares sold 2,057,945 $ 42,154,809 1,732,413 $ 32,107,036
Shares issued upon reinvestment of distributions 113,726 2,255,270 26,897 463,738
Shares redeemed (1,275,534) (25,637,616) (270,161) (5,115,471)
---------- ------------- --------- ------------
Change in net assets from capital share transactions 896,137 $ 18,772,463 1,489,149 $ 27,455,303
========== ============= ========= ============
CLASS B:
Shares sold 1,821,588 $ 36,737,964 2,325,365 $ 42,416,589
Shares issued upon reinvestment of distributions 232,932 4,477,444 91,695 1,544,189
Shares redeemed (983,971) (18,930,107) (447,724) (8,352,236)
---------- ------------- --------- ------------
Change in net assets from capital share transactions 1,070,549 $ 22,285,301 1,969,336 $ 35,608,542
========== ============= ========= ============
CLASS Y: (a)
Shares sold 53 $ 1,000 - -
Shares issued upon reinvestment of distributions - 8 - -
Shares redeemed - - - -
---------- ------------- --------- ------------
Change in net assets from capital share transactions 53 $ 1,008 - -
========== ============= ========= ============
</TABLE>
(a) For the period from November 19, 1997 (initial offering of Class Y Shares)
to September 30, 1998.
107
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
NOTE 7: CAPITAL SHARE TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
MENTOR CAPITAL GROWTH PORTFOLIO
--------------------------------------------------------------------
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
--------------------------------- --------------------------------
SHARES DOLLARS SHARES DOLLARS
--------------- --------------- ------------- ----------------
<S> <C> <C> <C> <C>
CLASS A:
Shares sold 5,110,051 $ 121,415,173 1,422,449 $ 28,161,248
Shares issued upon reinvestment of distributions 278,288 5,833,664 264,769 4,552,490
Shares redeemed (1,926,775) (45,709,577) (404,403) (7,959,184)
---------- ------------- --------- -------------
Change in net assets from capital share transactions 3,461,564 $ 81,539,260 1,282,815 $ 24,754,554
========== ============= ========= =============
CLASS B:
Shares sold 4,375,173 $ 98,931,464 1,749,992 $ 33,332,019
Shares issued upon reinvestment of distributions 507,715 10,256,056 596,606 9,983,395
Shares redeemed (1,063,324) (23,712,167) (711,342) (13,428,205)
---------- ------------- --------- -------------
Change in net assets from capital share transactions 3,819,564 $ 85,475,353 1,635,256 $ 29,887,209
========== ============= ========= =============
CLASS Y: (a)
Shares sold 48 $ 1,000 - -
Shares issued upon reinvestment of distributions 1 12 - -
Shares redeemed - - -
---------- ------------- --------- -------------
Change in net assets from capital share transactions 49 $ 1,012 - -
========== ============= ========= =============
</TABLE>
<TABLE>
<CAPTION>
MENTOR STRATEGY PORTFOLIO
------------------------------------------------------------------
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
--------------------------------- --------------------------------
SHARES DOLLARS SHARES DOLLARS
--------------- ----------------- --------------- ----------------
<S> <C> <C> <C> <C>
CLASS A:
Shares sold 508,748 $ 7,933,524 1,695,322 $ 28,517,096
Shares issued upon reinvestment of distributions 444,548 6,836,196 91,017 1,513,610
Shares redeemed (1,529,689) (24,220,890) (742,169) (12,677,413)
---------- ------------- --------- -------------
Change in net assets from capital share transactions (576,393) ($ 9,451,170) 1,044,170 $ 17,353,293
========== ============= ========= =============
CLASS B:
Shares sold 564,916 $ 8,678,121 2,587,894 $ 43,129,553
Shares issued upon reinvestment of distributions 3,423,558 51,517,305 1,291,000 21,237,045
Shares redeemed (7,097,154) (108,934,512) (3,591,125) (60,432,366)
---------- ------------- ---------- -------------
Change in net assets from capital share transactions (3,108,680) ($ 48,739,086) 287,769 $ 3,934,232
========== ============= ========== =============
CLASS Y: (a)
Shares sold 67 $ 1,001 - -
Shares redeemed - - - -
---------- ------------- ---------- -------------
Change in net assets from capital share transactions 67 $ 1,001 - -
========== ============= ========== =============
</TABLE>
(a) For the period from November 19, 1997 (initial offering of Class Y Shares)
to September 30, 1998.
108
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
NOTE 7: CAPITAL SHARE TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
MENTOR INCOME AND GROWTH PORTFOLIO
---------------------------------------------------------------------
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
---------------------------------- --------------------------------
SHARES DOLLARS SHARES DOLLARS
--------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C>
CLASS A:
Shares sold 2,515,923 $ 49,323,113 1,945,245 $ 37,552,063
Shares issued upon reinvestment of distributions 371,373 7,153,831 179,904 3,303,336
Shares redeemed (915,370) (18,005,450) (305,497) (5,925,176)
--------- ------------- --------- -------------
Change in net assets from capital share transactions 1,971,926 $ 38,471,494 1,819,652 $ 34,930,223
========= ============= ========= =============
CLASS B:
Shares sold 2,642,784 $ 51,766,483 1,913,241 $ 36,687,335
Shares issued upon reinvestment of distributions 559,471 10,748,481 450,665 8,192,160
Shares redeemed (1,074,795) (21,053,657) (596,371) (11,526,154)
---------- ------------- --------- -------------
Change in net assets from capital share transactions 2,127,460 $ 41,461,307 1,767,535 $ 33,353,341
========== ============= ========= =============
CLASS Y: (a)
Shares sold 53 $ 1,000 - -
Shares issued upon reinvestment of distributions 2 30 - -
Shares redeemed - - - -
---------- ------------- --------- -------------
Change in net assets from capital share transactions 55 $ 1,030 - -
========== ============= ========= =============
</TABLE>
<TABLE>
<CAPTION>
MENTOR BALANCED PORTFOLIO
-------------------------------------------------------------
PERIOD ENDED YEAR ENDED
9/30/98 9/30/97
------------------------------ ----------------------------
SHARES DOLLARS SHARES DOLLARS
------------ --------------- ------------ -------------
<S> <C> <C> <C> <C>
CLASS A: (b)
Shares sold 258,246 $ 3,577,935 - $ -
Shares issued upon reinvestment of distributions - - - -
Shares redeemed - - - -
------- ------------ ----------- ----------
Change in net assets from capital share transactions 258,246 $ 3,577,935 - $ -
======= ============ ========== ==========
CLASS B:
Shares sold 412,403 $ 5,702,737 - $ -
Shares issued upon reinvestment of distributions 88,886 1,300,249 37,773 558,075
Shares redeemed (48,378) (810,125) (39,915) (636,137)
Conversion of Class B Shares to Class Y Shares (273,416) (3,350,117) - -
-------- ------------ ------- ----------
Change in net assets from capital share transactions 179,495 $ 2,842,744 (2,142) $ (78,062)
======== ============ ======= ==========
CLASS Y: (b)
Shares sold - $ - - $ -
Shares issued upon reinvestment of distributions - - - -
Shares redeemed (7,305) (100,000) - -
Conversion of Class B Shares to Class Y Shares 273,416 3,350,117 - -
-------- ------------ ------- ----------
Change in net assets from capital share transactions 266,111 $ 3,250,117 - $ -
======== ============ ======= ==========
</TABLE>
(a) For the period from November 19, 1997 (initial offering of Class Y Shares)
to September 30, 1998.
(b) For the period from September 16, 1998 (initial offering of Class A and
Class Y Shares) to September 30, 1998.
109
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
NOTE 7: CAPITAL SHARE TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
MENTOR MUNICIPAL INCOME PORTFOLIO
-------------------------------------------------------------------
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
-------------------------------- --------------------------------
SHARES DOLLARS SHARES DOLLARS
------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C>
CLASS A
Shares sold 1,688,990 $ 26,509,509 901,683 $ 13,789,961
Shares issued upon reinvestment of distributions 75,715 1,188,701 41,778 635,539
Shares redeemed (423,337) (6,641,364) (214,874) (3,272,170)
--------- ------------ -------- ------------
Change in net assets from capital share transactions 1,341,368 $ 21,056,846 728,587 $ 11,153,330
========= ============ ======== ============
CLASS B:
Shares sold 1,208,341 $ 18,966,860 782,655 $ 11,948,057
Shares issued upon reinvestment of distributions 91,662 1,436,340 83,433 1,268,808
Shares redeemed (436,001) (6,820,355) (478,013) (7,288,249)
--------- ------------ -------- ------------
Change in net assets from capital share transactions 864,002 $ 13,582,845 388,075 $ 5,928,616
========= ============ ======== ============
CLASS Y: (a)
Shares sold 64 $ 1,000 - -
Shares issued upon reinvestment of distributions 3 43 - -
Shares redeemed - - - -
--------- ------------ -------- ------------
Change in net assets from capital share transactions 67 $ 1,043 - -
========= ============ ======== ============
</TABLE>
<TABLE>
<CAPTION>
MENTOR QUALITY INCOME PORTFOLIO
----------------------------------------------------------------------
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
---------------------------------- ---------------------------------
SHARES DOLLARS SHARES DOLLARS
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
CLASS A:
Shares sold 4,256,782 $ 56,191,423 2,838,801 $ 37,052,906
Shares issued upon reinvestment of distributions 233,015 3,077,659 91,837 1,196,422
Shares redeemed (1,597,720) (21,178,895) (529,521) (6,928,329)
---------- ------------- --------- -------------
Change in net assets from capital share transactions 2,892,077 $ 38,090,187 2,401,117 $ 31,320,999
========== ============= ========= =============
CLASS B:
Shares sold 3,811,046 $ 50,451,628 2,058,671 $ 26,889,217
Shares issued upon reinvestment of distributions 272,551 3,600,049 218,332 2,847,859
Shares redeemed (1,478,885) (19,526,706) (1,089,318) (14,250,845)
---------- ------------- ---------- -------------
Change in net assets from capital share transactions 2,604,712 $ 34,524,971 1,187,685 $ 15,486,231
========== ============= ========== =============
CLASS Y: (a)
Shares sold 76 $ 1,000 - -
Shares issued upon reinvestment of distributions 4 51 - -
Shares redeemed - - - -
---------- ------------- ---------- -------------
Change in net assets from capital share transactions 80 $ 1,051 - -
========== ============= ========== =============
</TABLE>
(a) For the period from November 19, 1997 (initial offering of Class Y Shares)
to September 30, 1998.
110
<PAGE>
MENTOR FUNDS
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------------------------
NOTE 7: CAPITAL SHARE TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
MENTOR SHORT-DURATION INCOME PORTFOLIO
----------------------------------------------------------------------
YEAR ENDED YEAR ENDED
9/30/98 9/30/97
--------------------------------- ----------------------------------
SHARES DOLLARS SHARES DOLLARS
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
CLASS A:
Shares sold 9,921,692 $124,978,729 2,047,670 $ 25,768,187
Shares issued upon reinvestment of distributions 200,895 2,525,409 49,602 623,647
Shares redeemed (4,997,458) (62,897,886) (505,078) (6,351,983)
---------- ------------ --------- -------------
Change in net assets from capital share transactions 5,125,129 $64,606,252 1,592,194 $ 20,039,851
========== ============ ========= =============
CLASS B:
Shares sold 3,500,465 $44,073,519 1,121,483 $ 14,121,033
Shares issued upon reinvestment of distributions 145,226 1,826,827 89,996 1,131,691
Shares redeemed (1,563,684) (19,674,936) (1,027,042) (12,921,363)
---------- ------------ ---------- -------------
Change in net assets from capital share transactions 2,082,007 $26,225,410 184,437 $ 2,331,361
========== ============ ========== =============
CLASS Y: (a)
Shares sold 79 $ 1,000 - -
Shares issued upon reinvestment of distributions 4 49 - -
Shares redeemed - - - -
---------- ------------ ---------- -------------
Change in net assets from capital share transactions 83 $ 1,049 - -
========== ============ ========== =============
</TABLE>
<TABLE>
<CAPTION>
MENTOR HIGH INCOME PORTFOLIO
------------------------------
PERIOD ENDED
9/30/98 (C)
------------------------------
SHARES DOLLARS
------------- --------------
<S> <C> <C>
CLASS A:
Shares sold 4,775,208 $ 56,602,255
Shares issued upon reinvestment of distributions 51,541 580,207
Shares redeemed (168,561) (1,889,222)
--------- ------------
Change in net assets from capital share transactions 4,658,188 $ 55,293,240
========= ============
CLASS B:
Shares sold 5,890,307 $ 69,683,852
Shares issued upon reinvestment of distributions 62,441 701,346
Shares redeemed (190,546) (2,108,787)
--------- ------------
Change in net assets from capital share transactions 5,762,202 $ 68,276,411
========= ============
</TABLE>
(a) For the period from November 19, 1997 (initial offering of Class Y Shares)
to September 30, 1998.
(c) For the period from June 23, 1998 (commencement of operations) to September
30, 1998.
NOTE 8: SUBSEQUENT EVENT
Effective November 16, 1998, the Balanced Portfolio acquired substantially all
the assets and assumed the liabilities of the Strategy Portfolio in exchange
for Class A, Class B and Class Y shares of the Balanced Portfolio. The
acquisition was accomplished by a tax-free exchange of the respective shares of
the Balanced Portfolio for the net assets of the Strategy Portfolio. The net
assets acquired amounted to $222,601,303. The aggregate net assets of the
Balanced Portfolio immediately after the acquisition were $255,551,169.
111
<PAGE>
MENTOR FUNDS
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
THE TRUSTEES AND SHAREHOLDERS
MENTOR FUNDS
We have audited the accompanying statements of assets and liabilities,
including the portfolios of investments of Growth Portfolio, Global Portfolio,
Capital Growth Portfolio, Strategy Portfolio, Income and Growth Portfolio,
Balanced Portfolio, Municipal Income Portfolio, Quality Income Portfolio,
Short-Duration Income Portfolio and High Income Portfolio, portfolios of Mentor
Funds as of September 30, 1998 and the related statements of operations for the
year or period then ended, the statements of changes in net assets for each of
the years or periods in the two-year period then ended and the financial
highlights for each of the years or periods in the five-year period ended
September 30, 1998 as described more fully in each of the financial highlights
of each of the funds. These financial statements and financial highlights are
the responsibility of the Funds' management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of September 30, 1998 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Growth Portfolio, Global Portfolio, Capital Growth Portfolio, Strategy
Portfolio, Income and Growth Portfolio, Balanced Portfolio, Municipal Income
Portfolio, Quality Income Portfolio, Short-Duration Income Portfolio and High
Income Portfolio, portfolios of Mentor Funds as of September 30, 1998, the
results of their operations for the year or period then ended, the changes in
their net assets for each of the years or periods in the two-year period then
ended, and the financial highlights for each of the years or periods in the
five-year period ended September 30, 1998, in conformity with generally
accepted accounting principles.
/s/ KPMG PEAT MARWICK LLP
Boston, Massachusetts
November 20, 1998
112
<PAGE>
MENTOR FUNDS
ADDITIONAL INFORMATION
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
YEAR 2000 (UNAUDITED)
The Portfolios receive services from a number of providers which rely on the
effective functioning of their respective systems and the systems of others to
perform those services. It is generally recognized that certain systems in use
today may not be able to perform their intended functions adequately after 1999
because of the inability of computer software to distinguish the year 2000 from
the year 1900. Mentor Advisors is taking steps that it believes are reasonably
designed to address this potential "Year 2000" problem and to obtain
satisfactory assurances that comparable steps are being taken by each of the
Portfolios' other major service providers. There can be no assurance, however,
that these steps will be sufficient to avoid any adverse impact on the
Portfolios from this problem.
FEDERAL TAX STATUS OF DIVIDENDS DECLARED (UNAUDITED)
Long-term capital gain dividends paid during the period are presented below.
For federal income tax purposes, dividends from short-term capital gains are
classified as ordinary income. All net investment income dividends were
ordinary income, except for Municipal Income Portfolio that paid exempt income
dividends. The percentage of qualifying dividends eligible for the corporate
dividends received deduction are also listed below for the applicable
Portfolios.
<TABLE>
<CAPTION>
LONG-TERM TAX-EXEMPT
CAPITAL GAIN INCOME QUALIFYING
PORTFOLIO DIVIDENDS DIVIDENDS DIVIDENDS
- ----------------------- -------------- ------------ -----------
<S> <C> <C> <C>
Growth $37,907,233 $ - -
Global 3,028,816 - -
Capital Growth 9,208,016 - 21.04%
Strategy 41,130,602 - 9.69%
Income and Growth 8,656,201 - 37.12%
Municipal Income - 3,949,481 -
Balanced 893,299 - 11.33%
High Income - - -
Quality Income - - -
Short-Duration Income - - -
- ----------------------- ----------- ---------- -----
</TABLE>
Shareholders of Mentor Strategy Portfolio (the "Strategy Portfolio") considered
and acted upon the proposal listed below at a special meeting of shareholders
held on Thursday November 12, 1998. In addition, below the proposal are the
results of that vote.
1. To approve or disapprove an Agreement and Plan of Reorganization providing
for the transfer of all of the assets of Strategy Portfolio to Mentor
Balanced Portfolio (the "Balanced Portfolio") in exchange for shares of
the Balanced Portfolio and the assumption by the Balanced Portfolio of all
of the liabilities of the Strategy Portfolio, and the distribution of such
shares to the shareholders of the Strategy Portfolio in complete
liquidation of the Strategy Portfolio:
<TABLE>
<S> <C>
Affirmative 7,281,296
Against 313,087
Abstain 331,983
</TABLE>
113
<PAGE>
MENTOR FUNDS
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
TRUSTEES
DANIEL J. LUDEMAN, TRUSTEE & CHAIRMAN
Chairman and Chief Executive Officer
Mentor Investment Group, LLC
ARCH T. ALLEN III, TRUSTEE
Attorney at Law
Allen & Moore, LLP
JERRY R. BARRENTINE, TRUSTEE
President
J.R. Barrentine & Associates
ARNOLD H. DREYFUSS, TRUSTEE
Chairman
Eskimo Pie Corporation
WESTON E. EDWARDS, TRUSTEE
President
Weston Edwards & Associates
THOMAS F. KELLER, TRUSTEE
Former Dean, Fuqua School of Business
Duke University
LOUIS W. MOELCHERT, JR., TRUSTEE
Vice President for Business & Finance
University of Richmond
J. GARNETT NELSON, TRUSTEE
Consultant
Mid-Atlantic Holdings, LLC
TROY A. PEERY, JR., TRUSTEE
President
Heilig-Meyers Company
PETER J. QUINN, JR., TRUSTEE
Managing Director
Mentor Investment Group, LLC
OFFICERS
PAUL F. COSTELLO, PRESIDENT
Managing Director
Mentor Investment Group, LLC
TERRY L. PERKINS, TREASURER
Senior Vice President
Mentor Investment Group, LLC
GEOFFREY B. SALE, SECRETARY
Associate Vice President
Mentor Investment Group, LLC
MICHAEL A. WADE, ASSISTANT TREASURER
Vice President
Mentor Investment Group, LLC
This report is authorized for distribution to prospective investors only when
preceded or accompanied by a Mentor Funds prospectus, which contains complete
information about fees, sales charges and expenses. Please read it carefully
before you invest or send money.
<PAGE>
[Mentor Logo] ----------------------
BULK RATE
U.S. POSTAGE
PAID
RIVERFRONT PLAZA MENTOR
901 EAST BYRD STREET ----------------------
RICHMOND, VIRGINIA 23219
(800) 382-0016
1998 MENTOR DISTRIBUTORS, LLC
MK835
EXHIBIT E
MENTOR BALANCED PORTFOLIO
MANAGERS' COMMENTARY: THE BALANCED MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
The Mentor Balanced Portfolio, which has been in existence since 1994, became
available to investors in multiple retail mutual fund share classes for the
first time in September. This commentary, therefore, marks the first
opportunity for the managers of the Portfolio to provide their market
perspective to many of our new shareholders.
At quarter end the asset allocation mix in the Mentor Balanced Portfolio was
58% stocks, 41% bonds, and 1% cash.
MARKET OVERVIEW
The first three quarters of 1998 culminated an unprecedented trend of 14
consecutive quarterly gains for the S&P 500. The July-September period,
however, saw a dramatic departure from this trend, with the S&P 500 declining
10%. Despite poor equity returns, U.S. government fixed-income markets were
extremely strong. In fact, the July-September period marked one of the few
times in recent years that bonds significantly outperformed stocks. However,
the broad rally in treasury bonds was not shared by more credit-sensitive
fixed-income sectors, as investors aggressively shifted assets into low risk
instruments only.
EQUITY REVIEW AND OUTLOOK
For some time we have been emphatically cautioning that the stock market would
have to adjust to considerably lower corporate earnings prospects, and this
transition would likely result in increased volatility and lower returns than
experienced over the past several years. Finally, this scenario is unfolding in
full force. Earnings estimates for a broad range of companies are being sharply
reduced. It is now quite possible, in fact likely in our opinion, that the
earnings of the S&P 500 will continue to decline during the remainder of this
year and 1999.
These trends present a significant change from the strong, better-than-expected
earnings growth that has been a key pillar supporting the bull market since
1990, one of the best on record by almost any measure. But this change was
inevitable. It is part of the natural cyclical patterns of the economy,
corporate profitability, and the stock market. After nearly perfect growth
conditions during much of the 1990's, corporate profitability is coming under
pressure as global excess capacity is chasing falling demand. And as should be
expected at this point, lenders are sharply curtailing credit and thereby
reinforcing these developing pressures.
Fear and greed are a long-term investor's best asset and worst threat. It is
exceedingly difficult for both individual and institutional investors to look
through an emotionally charged volatile market and focus on the fundamentals.
To us, fundamental analysis does not mean trying to figure out cyclical swings
in the economy and markets over the next year. It means concentrating on
longer-term business qualities. We know that consistently implementing a
well-defined investment discipline through the ups and downs of an entire cycle
is the best way to ensure long-term success. We focus on a diversified group of
companies with excellent operating records and leading competitive positions.
We are biased toward companies with above-average business predictability. We
have thoroughly analyzed their results and prospects. We own them at prices we
believe offer attractive relative values. It is a very simple approach. Not an
easy one, but a straightforward one. We will at times be wrong in our analysis,
but we will strive to be as objective as possible. Of course, we expect to be
right more
54
<PAGE>
MENTOR BALANCED PORTFOLIO
MANAGERS' COMMENTARY: THE BALANCED MANAGEMENT TEAM
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
often than not. We will not alter this approach just because those around us
are becoming more complacent or fearful. Over the long-term, cyclical swings
wash out and business fundamentals prevail.
FIXED INCOME REVIEW AND OUTLOOK
On the fixed-income side, our short-term strategy in this tumultuous
environment has been to tilt portfolio durations somewhat long relative to our
benchmarks, as well as more heavily weight sector allocations toward treasury
securities. Given our long-term confidence in the U.S. economy, we are waiting
for an opportunity to aggressively move into domestic spread sectors. Prior to
such a move, we will have to be convinced that these markets have stabilized.
In our opinion such stabilization will require the Fed to continue to move
forcefully to further ease credit conditions.
The primary risk we see to our outlook is timing. The U.S. economy has
tremendous forward momentum and the current yield curve is already pricing in
an aggressive Fed ease. Should events unfold more slowly than the market hopes,
the bond market could encounter some short-term turbulence. We would view these
sell-offs as short term in nature and would utilize the higher yield levels to
extend our duration further.
November 1998
55
<PAGE>
MENTOR BALANCED PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class A Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
9/16/98 9/30/98
Class A 9,422 9,433
LAGG/S&P 500 10,000 10,464
Total Returns as of 9/30/98
1-Year Since Inception++
Class n/a (5.78%)
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
* Represents a hypothetical investment of $10,000 in Mentor Balanced
Portfolio Class A Shares after deducting the maximum sales charge of 5.75%
($10,000 investment minus $575 sales charge). The Class A Shares'
performance assumes the reinvestment of all dividends and distributions.
+ The Standard & Poor's Index (S&P 500) is an unmanaged,
market-value-weighted index of 500 widely held domestic common stocks. An
unmanaged index does not reflect expenses and may not correspond to the
performance of a managed portfolio in which expenses are incurred. The
Lehman Brothers Aggregate Index is made up of the Government/Corporate
Index, the Mortgage-Backed Securities Index, and the Asset-Backed
Securities Index. The Lehman Brothers Aggregate Bond Index and S&P 500 are
adjusted to reflect reinvestment of interest and dividends on securities
in the indexes. The Lehman Brothers Aggregate Bond Index and S&P 500 are
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance. This index
represents an asset allocation of 60% S&P 500 stocks and 40% Lehman
Brothers Aggregate Bond Index.
++ Reflects operations of Mentor Balanced Portfolio Class A Shares from the
date of issuance on 9/16/98 through 9/30/98.
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class Y Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
9/16/98 9/30/98
Class Y 10,000 10,000
LAGG/S&P 500 10,000 10,464
Total Returns as of 9/30/98
1-Year Since Inception**
Class Y n/a 0.00%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
** Represents a hypothetical investment of $10,000 in Mentor Balanced
Portfolio Class Y Shares. These shares are not subject to any sales or
contingent deferred sales charges. The Class Y Shares' performance assumes
the reinvestment of all dividends and distributions.
*** Reflects operations of Mentor Balanced Portfolio Class Y Shares from the
date of issuance on 9/16/98 through 9/30/98.
56
<PAGE>
MENTOR BALANCED PORTFOLIO
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
PERFORMANCE COMPARISON
Comparison of change in value of a hypothetical $10,000 investment in Mentor
Balanced Portfolio Class B Shares, the S&P 500 and the Lehman Brothers
Aggregate Bond Index.+
[GRAPH]
S&P 500 and
Class B Class B* Lehman Brothers
Aggregate Bond Index
6/21/94 10000 10000 10000
12/31/94 10108 9610 10336
6/30/95 11561 11161 12054
9/30/95 12085 11685 12723
9/30/96 14260 13960 14506
9/30/97 18042 17842 18496
9/30/98 20181 19760 20446
Average Annual Return as of 9/30/98 Average Annual Return as of 9/30/98
Without Sales Charges Including Sales Charges
1-Year Since Inception++ 1-Year Since Inception++
Class B 11.86% 17.83% Class B 8.75% 17.69%
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY
BE WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.
~ Represents a hypothetical investment of $10,000 in Mentor Balanced Portfolio
Class B Shares. A contingent deferred sales charge will be imposed, if
applicable, on Class B shares at rates ranging from a maximum of 4.00% of
amounts redeemed during the first year following the date of purchase to
1.00% of amounts redeemed during the five-year period following the date
of purchase. The value of Class B Shares reflects a redemption fee in
effect at the end of each of the stated periods. Prior to September 16,
1998, contingent deferred sales charges of 5.00% were waived. The Class B
Shares' performance assumes the reinvestment of all dividends and
distributions.
+ The Standard & Poor's Index (S&P 500) is an unmanaged, market-
value-weighted index of 500 widely held domestic common stocks. An
unmanaged index does not reflect expenses and may not correspond to the
performance of a managed portfolio in which expenses are incurred. The
Lehman Brothers Aggregate Index is made up of the Government/Corporate
Index, the Mortgage-Backed Securities Index, and the Asset-Backed
Securities Index. The Lehman Brothers Aggregate Bond Index and S&P 500 are
adjusted to reflect reinvestment of interest and dividends on securities
in the indexes. The Lehman Brothers Aggregate Bond Index and S&P 500 are
not adjusted to reflect sales loads, expenses, or other fees that the SEC
requires to be reflected in the Portfolio's performance. This index
represents an asset allocation of 60% S&P 500 stocks and 40% Lehman
Brothers Aggregate Bond Index.
++ Reflects operations of Mentor Balanced Portfolio Class B Shares from the
date of commencement of operations on 6/21/94 through 9/30/98.
* Includes maximum Contingent Deferred Sales Charge (CDSC) of 5%.
<PAGE>
Mentor Balanced Portfolio
Pro Forma Combining Financial Statements (Unaudited)
Schedules of Investments
March 31, 1999
<TABLE>
<CAPTION>
Mentor Balanced Mentor Income and
Portfolio Growth Portfolio ProForma Combined
- ---------------------------------------------------------------------------------------------------------------------------
Shares Value Shares Value Shares Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS - 53.69%
Basic Materials - 3.75%
Air Products & Chemicals, Inc. 98,900 $ 3,387,325 98,900 $ 3,387,325
Alcoa, Inc. 48,000 1,977,000 48,000 1,977,000
AlliedSignal, Inc. 92,300 4,540,006 92,300 4,540,006
Bemis Co. 91,062 $ 2,828,614 91,062 2,828,614
British Steel PLC, ADR 108,900 2,198,419 92,300 2,198,419
Sherwin-Williams Co. 234,985 6,608,953 234,985 6,608,953
Westvaco Corp. 68,300 1,434,300 68,300 1,434,300
----------- ----------- -----------
9,437,567 13,537,050 22,974,617
----------- ----------- -----------
Capital Goods & Construction - 5.06%
Caterpillar, Inc. 48,000 2,205,000 48,000 2,205,000
Cooper Industries, Inc. 47,500 2,024,687 47,500 2,024,687
Cooper Tire & Rubber 125,000 2,296,875 125,000 2,296,875
Emerson Electric Co. 116,190 6,150,808 116,190 6,150,808
Hubbell, Inc. - Class B 89,400 3,576,000 89,400 3,576,000
Illinois Tool Works 109,135 6,752,728 109,135 6,752,728
Thomas & Betts Corp. 72,400 2,719,525 72,400 2,719,525
W. W. Grainger, Inc. 122,530 5,276,448 122,530 5,276,448
----------- ----------- -----------
18,179,984 12,822,087 31,002,071
----------- ----------- -----------
Commercial Services - 1.31%
Supervalu, Inc. 143,900 2,967,938 143,900 2,967,938
Wallace Computer Services, Inc. 254,500 5,042,281 254,500 5,042,281
----------- -----------
8,010,219 8,010,219
----------- -----------
Consumer Cyclical - 6.33%
Avalonbay Communities, Inc. 51,000 1,612,875 51,000 1,612,875
Chancellor Media Corp. - Class A * 129,600 6,107,400 129,600 6,107,400
Delphi Automotive Systems 130,000 2,307,500 130,000 2,307,500
Ford Motor Co. 74,000 4,199,500 74,000 4,199,500
Interpublic Group Companies, Inc. 87,335 6,801,213 87,335 6,801,213
Maytag Corp. 28,900 1,744,838 28,900 1,744,838
Newell-Rubbermaid, Inc. 159,594 7,580,730 159,594 7,580,730
Premark International, Inc. 74,100 2,440,668 74,100 2,440,668
Royal Caribbean Cruises Ltd. 91,900 3,584,100 91,900 3,584,100
The Walt Disney Co. 39,000 1,213,875 39,000 1,213,875
Tribune Co. 18,300 1,197,506 18,300 1,197,506
----------- ----------- -----------
26,484,824 12,305,381 38,790,205
----------- ----------- -----------
Consumer Staples - 3.84%
American Home Products Corp. 36,100 2,355,525 36,100 2,355,525
Baxter International, Inc. 54,300 3,583,800 54,300 3,583,800
Bestfoods 49,700 2,336,158 49,700 2,336,158
Dimon, Inc. 228,100 869,631 228,100 869,631
Hormel Foods Corp. 118,100 4,207,312 118,100 4,207,312
Kimberly Clark Corp. 28,600 1,371,013 28,600 1,371,013
Philip Morris Companies, Inc. 70,000 2,463,125 70,000 2,463,125
Sysco Corp. 240,935 6,339,602 240,935 6,339,602
----------- ----------- -----------
6,339,602 17,186,564 23,526,166
----------- ----------- -----------
Energy - 3.10%
Baker Hughes, Inc. 193,100 4,694,744 193,100 4,694,744
Chevron Corp. 26,400 2,334,750 26,400 2,334,750
Phillips Petroleum Co. 37,900 1,790,775 37,900 1,790,775
Repsol SA, ADR 50,000 2,562,500 50,000 2,562,500
Total SA, ADR 39,500 2,409,500 39,500 2,409,500
Unocal Corp. 65,800 2,422,262 65,800 2,422,262
USX-Marathon Group, Inc. 102,100 2,807,750 102,100 2,807,750
----------- -----------
19,022,281 19,022,281
----------- -----------
</TABLE>
<PAGE>
Mentor Balanced Portfolio
Pro Forma Combining Financial Statements (Unaudited)
Schedules of Investments
March 31, 1999
<TABLE>
<CAPTION>
Mentor Balanced Mentor Income and
Portfolio Growth Portfolio ProForma Combined
- ----------------------------------------------------------------------------------------------------------------------------------
Shares Value Shares Value Shares Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS - continued
Financial - 10.22%
Ace Ltd. 119,300 3,720,669 119,300 3,720,669
American Express Co. 36,860 4,331,050 36,860 4,331,050
Charter One Financial, Inc. 97,872 2,826,054 97,872 2,826,054
Citigroup, Inc. 45,300 2,893,537 71,900 4,592,612 117,200 7,486,149
Citigroup, Inc., Cl. A 77,900 2,380,819 77,900 2,380,819
Federal National Mortgage Association 52,910 3,664,018 58,900 4,078,825 111,810 7,742,843
Jefferson Pilot Corp. 26,850 1,819,088 26,850 1,819,088
M & T Bank Corp. 2,901 1,389,579 2,901 1,389,579
Marsh & McLennan 14,700 1,090,556 14,700 1,090,556
North Fork BanCorp. 111,750 2,360,719 111,750 2,360,719
SouthTrust Corp. 141,500 5,279,719 141,500 5,279,719
Spieker Properties, Inc. 65,000 2,291,250 65,000 2,291,250
U.S. Bancorp 163,800 5,579,976 163,800 5,579,976
UnionBanCal Corp. 56,100 1,910,906 56,100 1,910,906
Wachovia Corp. 39,000 3,166,312 39,000 3,166,312
Washington Mutual, Inc. 70,880 2,897,220 70,880 2,897,220
Wells Fargo Co. 113,495 3,979,418 113,495 3,979,418
Wilmington Trust Corp. 40,700 2,324,988 40,700 2,324,988
------------ ------------ ------------
30,711,870 31,865,445 62,577,315
------------ ------------ ------------
Health - 5.31%
Abbott Laboratories 41,000 1,919,312 41,000 1,919,312
Bristol-Myers Squibb Co. 108,890 7,002,988 108,890 7,002,988
Columbia/HCA Healthcare Corp. 213,600 4,045,050 213,600 4,045,050
Johnson & Johnson 80,205 7,514,206 25,700 2,407,769 105,905 9,921,975
Pharmacia & Upjohn 61,000 3,804,875 61,000 3,804,875
Tenet Healthcare Corp. * 304,970 5,775,369 304,970 5,775,369
------------ ------------ ------------
20,292,563 12,177,006 32,469,569
------------ ------------ ------------
Technology - 8.19%
Alcatel Alsthom SA, ADR 75,500 1,722,344 75,500 1,722,344
Automatic Data Processing 167,800 6,942,725 167,800 6,942,725
Computer Sciences Corp. * 107,645 5,940,658 107,645 5,940,658
International Business Machines Corp. 21,800 3,864,050 21,800 3,864,050
MCI WorldCom, Inc. * 54,585 4,834,184 54,585 4,834,184
Sun Microsystems, Inc. * 74,925 9,360,942 74,925 9,360,942
SunGard Data Systems, Inc. * 184,100 7,364,000 184,100 7,364,000
Xerox Corp. 114,650 6,119,444 76,000 4,056,500 190,650 10,175,944
------------ ------------ ------------
40,561,953 9,642,894 50,204,847
------------ ------------ ------------
Transportation & Services - 1.01%
Union Pacific Corp. 65,000 3,473,438 65,000 3,473,438
Werner Enterprises, Inc. 174,272 2,744,784 174,272 2,744,784
------------ ------------ ------------
2,744,784 3,473,438 6,218,222
------------ ------------ ------------
Utilities - 2.93%
Bell Atlantic Corp. 67,700 3,499,244 67,700 3,499,244
DPL, Inc. 95,000 1,567,500 95,000 1,567,500
DQE, Inc. 43,000 1,650,125 43,000 1,650,125
MediaOne Group * 91,000 5,778,500 91,000 5,778,500
Pinnacle West Capital 60,400 2,197,050 60,400 2,197,050
SBC Communications, Inc. 69,300 3,265,762 69,300 3,265,762
------------ ------------ ------------
5,778,500 12,179,681 17,958,181
------------ ------------ ------------
Miscellaneous - 2.64%
Omnicom Group, Inc. 24,800 1,982,450 24,800 1,982,450
Tyco International, Inc. 104,145 7,472,404 104,145 7,472,404
UNUM Corp. 141,620 6,735,801 141,620 6,735,801
------------ ------------
16,190,655 16,190,655
------------ ------------
- ----------------------------------------------------------------------------------------------------------------------------------
Total Common Stocks (cost - $161,484,581,
$139,059,876 and $300,544,457, respectively) 176,722,302 152,222,046 328,944,348
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Mentor Balanced Portfolio
Pro Forma Combining Financial Statements (Unaudited)
Schedules of Investments
March 31, 1999
<TABLE>
<CAPTION>
Mentor Balanced Mentor Income and
Portfolio Growth Portfolio
- ---------------------------------------------------------------------------------------------------------------------------
Principal Principal
Amount Value Amount Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FIXED INCOME SECURITIES - 40.59%
U.S. Government Securities and Agencies - 29.62%
Federal Home Loan Bank, 4.97%, 2/01/01 $ 2,000,000 $ 1,989,272
Federal National Mortgage Association
4.63%-6.64%, 10/15/01 - 7/02/07 1,480,000 1,463,992
Government National Mortgage Association
6.50%, 5/15/09 89,637 91,121
7.00%, 1/15/24 - 7/15/24 $ 3,239,198 $ 3,293,413
6.50%, 4/15/28 - 6/15/28 4,849,197 4,827,958
6.00%, 12/15/28 5,032,131 4,889,018
U.S. Treasury Bonds
4.25% - 7.50%, 11/15/03 - 8/15/28 78,098,000 83,682,925
6.25%, 8/15/23 3,000,000 3,134,130
U.S. Treasury Notes
5.63%, 11/30/00 10,400,000 10,504,312
4.75% - 6.63%, 2/28/02 - 11/15/08 21,992,000 22,144,232
6.25%, 6/30/02 12,000,000 12,385,200
6.38%, 8/15/02 3,000,000 3,110,160
7.50%, 2/15/05 3,000,000 3,323,040
6.50%, 8/15/05 - 10/15/06 14,000,000 14,870,960
6.13%, 12/31/01 - 8/15/07 11,350,000 11,774,273
- ---------------------------------------------------------------------------------------------------------------------------
Total U.S. Government Securities and Agencies (cost
$101,957,708, $72,234,297 and $174,192,005, respectively) 109,371,542 72,112,464
- ---------------------------------------------------------------------------------------------------------------------------
Collateralized Mortgage Obligations - 0.49%
AFG Receivables Trust, 6.65%, 10/15/02 23,927 24,001
Capital One Master Trust Series 1998-4, 5.43%, 1/15/07 125,000 122,957
CS First Boston, 7.18%, 2/25/18 25,000 25,108
Equifax Credit Corp., 6.33%, 1/15/22 900,000 902,392
Key Auto Finance Trust Series 1999-1, 5.63%, 7/15/03 1,500,000 1,500,288
Key Auto Finance Trust Series 1997-2, 6.1%, 11/15/00 29,219 29,245
PNC Student Loan Trust, 6.73%, 1/25/07 75,000 77,993
Union Acceptance Corp. Series 97A, 6.48%, 5/10/04 45,000 45,486
Union Acceptance Corp. 5.75%, 6/09/03 250,000 249,119
- ---------------------------------------------------------------------------------------------------------------------------
Total Collateralized Mortgage Obligations (cost
$2,978,346,$0) and $2,978,346, respectively) 2,976,589
- ---------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS - 10.48%
Industrial - 5.07%
Aluminum Co. of America, 5.75%, 2/01/01 250,000 250,790
Archer-Daniels-Midland, 6.75%, 12/15/27 2,000,000 2,018,700
AT&T Corp., 6.00%, 3/15/09 1,500,000 1,492,305
Computer Associates International, 6.50%, 4/15/08, 144A 1,000,000 969,040
Computer Science, 6.25%, 3/15/09 1,275,000 1,279,488
Continental Airlines, Inc., 7.46%, 4/01/15 1,711,944 1,818,085
Dayton Hudson Co., 6.65%, 8/01/28 1,700,000 1,660,278
Enron Corp., 6.73%, 11/17/08 1,000,000 1,006,879
Gap, Inc., 6.90%, 9/15/07 1,000,000 1,056,980
Georgia Power Co., 5.50% - 6.00%, 3/01/00 - 12/01/05 2,500,000 2,457,390
Gillette Co., 5.75%, 10/15/05 250,000 247,218
Hershey Foods Corp., 7.20%, 8/15/27 1,000,000 1,069,470
IBM Corp., 5.10%, 11/10/03 1,000,000 967,183
ICI Wilmington, Inc., 6.95%, 9/15/04 1,000,000 1,005,280
International Business Machines Corp., 5.50%, 1/15/09 1,500,000 1,448,175
Lucent Technologies, 6.45%, 3/15/29 1,250,000 1,222,337
Mead Corp., 7.35%, 3/01/17 750,000 772,935
Pepsi Bottling Holdings, Inc., 5.63%, 2/17/09 1,800,000 1,735,674
Praxair, Inc., 6.15%, 4/15/03 1,000,000 990,980
Rockwell International Corp., 6.70%, 1/15/28 1,500,000 1,477,260
Safeway, Inc., 5.75% - 6.50%, 11/15/00 - 11/15/08 1,650,000 1,670,989
SmithKline Beechum, 6.63%, 10/01/01 330,000 338,762
Scripps (E. W.) Co., 6.38%, 10/15/02 1,000,000 1,014,300
Tenneco, Inc, 7.50%, 4/15/07 500,000 518,045
Williams Companies, Inc., 6.50%, 11/15/02 1,000,000 1,008,170
Zeneca Wilmington, 7.00%, 11/15/23 1,500,000 1,562,100
----------- -----------
11,655,240 19,403,573
----------- -----------
<CAPTION>
ProForma Combined
- ---------------------------------------------------------------------------------------------
Principal
Amount Value
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
FIXED INCOME SECURITIES - 40.59%
U.S. Government Securities and Agencies - 29.62%
Federal Home Loan Bank, 4.97%, 2/01/01 $ 2,000,000 $ 1,989,272
Federal National Mortgage Association
4.63%-6.64%, 10/15/01 - 7/02/07 1,480,000 1,463,992
Government National Mortgage Association
6.50%, 5/15/09 89,637 91,121
7.00%, 1/15/24 - 7/15/24 3,239,198 3,293,413
6.50%, 4/15/28 - 6/15/28 4,849,197 4,827,958
6.00%, 12/15/28 5,032,131 4,889,018
U.S. Treasury Bonds
4.25% - 7.50%, 11/15/03 - 8/15/28 78,098,000 83,682,925
6.25%, 8/15/23 3,000,000 3,134,130
U.S. Treasury Notes
5.63%, 11/30/00 10,400,000 10,504,312
4.75% - 6.63%, 2/28/02 - 11/15/08 21,992,000 22,144,232
6.25%, 6/30/02 12,000,000 12,385,200
6.38%, 8/15/02 3,000,000 3,110,160
7.50%, 2/15/05 3,000,000 3,323,040
6.50%, 8/15/05 - 10/15/06 14,000,000 14,870,960
6.13%, 12/31/01 - 8/15/07 11,350,000 11,774,273
- ---------------------------------------------------------------------------------------------
Total U.S. Government Securities and Agencies (cost
$101,957,708, $72,234,297 and $174,192,005, respectively) 181,484,006
- ---------------------------------------------------------------------------------------------
Collateralized Mortgage Obligations - 0.49%
AFG Receivables Trust, 6.65%, 10/15/02 23,927 24,001
Capital One Master Trust Series 1998-4, 5.43%, 1/15/07 125,000 122,957
CS First Boston, 7.18%, 2/25/18 25,000 25,108
Equifax Credit Corp., 6.33%, 1/15/22 900,000 902,392
Key Auto Finance Trust Series 1999-1, 5.63%, 7/15/03 1,500,000 1,500,288
Key Auto Finance Trust Series 1997-2, 6.1%, 11/15/00 29,219 29,245
PNC Student Loan Trust, 6.73%, 1/25/07 75,000 77,993
Union Acceptance Corp. Series 97A, 6.48%, 5/10/04 45,000 45,486
Union Acceptance Corp. 5.75%, 6/09/03 250,000 249,119
- ---------------------------------------------------------------------------------------------
Total Collateralized Mortgage Obligations (cost
$2,978,346,$0) and $2,978,346, respectively) 2,976,589
- ---------------------------------------------------------------------------------------------
CORPORATE BONDS - 10.48%
Industrial - 5.07%
Aluminum Co. of America, 5.75%, 2/01/01 250,000 250,790
Archer-Daniels-Midland, 6.75%, 12/15/27 2,000,000 2,018,700
AT&T Corp., 6.00%, 3/15/09 1,500,000 1,492,305
Computer Associates International, 6.50%, 4/15/08, 144A 1,000,000 969,040
Computer Science, 6.25%, 3/15/09 1,275,000 1,279,488
Continental Airlines, Inc., 7.46%, 4/01/15 1,711,944 1,818,085
Dayton Hudson Co., 6.65%, 8/01/28 1,700,000 1,660,278
Enron Corp., 6.73%, 11/17/08 1,000,000 1,006,879
Gap, Inc., 6.90%, 9/15/07 1,000,000 1,056,980
Georgia Power Co., 5.50% - 6.00%, 3/01/00 - 12/01/05 2,500,000 2,457,390
Gillette Co., 5.75%, 10/15/05 250,000 247,218
Hershey Foods Corp., 7.20%, 8/15/27 1,000,000 1,069,470
IBM Corp., 5.10%, 11/10/03 1,000,000 967,183
ICI Wilmington, Inc., 6.95%, 9/15/04 1,000,000 1,005,280
International Business Machines Corp., 5.50%, 1/15/09 1,500,000 1,448,175
Lucent Technologies, 6.45%, 3/15/29 1,250,000 1,222,337
Mead Corp., 7.35%, 3/01/17 750,000 772,935
Pepsi Bottling Holdings, Inc., 5.63%, 2/17/09 1,800,000 1,735,674
Praxair, Inc., 6.15%, 4/15/03 1,000,000 990,980
Rockwell International Corp., 6.70%, 1/15/28 1,500,000 1,477,260
Safeway, Inc., 5.75% - 6.50%, 11/15/00 - 11/15/08 1,650,000 1,670,989
SmithKline Beechum, 6.63%, 10/01/01 330,000 338,762
Scripps (E. W.) Co., 6.38%, 10/15/02 1,000,000 1,014,300
Tenneco, Inc, 7.50%, 4/15/07 500,000 518,045
Williams Companies, Inc., 6.50%, 11/15/02 1,000,000 1,008,170
Zeneca Wilmington, 7.00%, 11/15/23 1,500,000 1,562,100
-----------
31,058,813
-----------
</TABLE>
<PAGE>
Mentor Balanced Portfolio
Pro Forma Combining Financial Statements (Unaudited)
Schedules of Investments
March 31, 1999
<TABLE>
<CAPTION>
Mentor Income and Growth
Mentor Balanced Portfolio Portfolio
- --------------------------------------------------------------------------------------------------------------------------------
Principal Principal
Amount Value Amount Value
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CORPORATE BONDS - continued
Financial - 3.36%
Allmerica Financial Corp., 7.63%, 10/15/25 $1,130,000 $ 1,179,664
Allstate Corp., 6.75%, 5/15/18 1,000,000 1,000,270
American General Finance, 5.88%, 7/01/00 250,000 250,942
Associates Corp. of North America:
5.25%, 3/30/00 250,000 249,898
6.25%, 11/01/08 $1,500,000 $ 1,508,504
Bank One Texas, 6.25%, 2/15/08 1,000,000 996,690
BankAmerica Corp., 7.88%, 12/01/02 1,000,000 1,063,990
Chase Manhattan Corp., 7.75%, 11/01/99 250,000 253,490
Comerica Bank, 7.13%, 12/01/13 250,000 250,702
Discover Series 1998-7, 5.60%, 5/15/06 125,000 123,545
Finova Capital Corp., 6.39%, 10/08/02 1,000,000 1,008,440
First National Bank of Boston., 8.00%, 9/15/04 250,000 270,345
Fleet Financial Group, 6.88%, 1/15/28 1,000,000 994,300
Ford Motor Credit Co., 5.80%, 1/12/09 1,250,000 1,211,687
General Electric Capital Corp., 6.29%, 12/15/07 300,000 302,721
Great Western Financial, 6.38%, 7/01/00 250,000 252,265
Heller Financial, 6.38%, 11/10/00 1,000,000 1,009,980
Home Savings of America, 6.00%, 11/01/00 250,000 251,200
Household Financial Co., 5.88%, 2/01/09 800,000 768,552
Key Bank, NA, 5.80%, 4/01/04 1,375,000 1,369,252
MBIA Inc., 7.00%, 12/15/25 1,000,000 1,007,760
Merrill Lynch & Co., 6.00%, 2/17/09 1,250,000 1,208,559
National City Corp., 5.75%, 2/01/09 800,000 769,479
National Rural Utilities, 5.50%, 1/15/05 1,300,000 1,271,409
NationsBank Corp., 7.80%, 9/15/16 1,000,000 1,099,800
Norwest Corp., 6.80%, 5/15/02 60,000 61,747
Security Benefits Life Co., 8.75%, 5/15/16, 144A 500,000 524,375
Toronto Dominion Bank, 6.13%, 11/01/08 250,000 245,828
Toyota Motor Credit, 5.63%, 11/13/03 100,000 99,215
----------- -----------
7,325,418 13,279,191
----------- -----------
Utilities - 2.05%
Duke Energy Corp., 6.00%, 12/01/28 1,000,000 915,100
Florida Power & Light, 5.38%, 4/01/00 250,000 249,992
GTE California, 5.50%, 1/15/09 1,515,000 1,447,826
GTE North, Inc., 5.65%, 11/15/08 1,500,000 1,450,421
National Fuel Gas Co., 6.00%, 3/01/09 1,000,000 983,780
New York Telephone, 6.00%, 4/15/08 1,000,000 995,920
Northern Natural Gas, 6.75%, 9/15/08, 144A 2,000,000 2,011,540
Pacific Gas & Electric Co., 5.93%, 10/08/03 250,000 249,465
PSI Energy, Inc., 6.00%, 12/14/01 1,000,000 987,764
Southwestern Public Service Co., 6.88%, 12/01/99 250,000 252,748
Sprint Capital Corp., 6.13%, 11/15/08 1,450,000 1,427,457
System Energy Resources, 7.71%, 8/01/01 500,000 517,120
Union Electric Co., 6.75%, 10/15/99 250,000 252,353
U.S. West Capital Funding, Inc., 6.88%, 7/15/28 785,000 796,280
------------ ------------
5,313,468 7,224,298
- --------------------------------------------------------------------------------------------------------------------------------
Total Corporate Bonds (cost $24,650,350,
$40,147,348 and $64,797,698, respectively) 24,294,126 39,907,062
- --------------------------------------------------------------------------------------------------------------------------------
Total Fixed Income Securities (cost $129,586,404,
$112,381,645 and $241,968,049, respectively) 136,642,257 112,019,526
- --------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS - 4.01%
Repurchase Agreements - 4.01%
Goldman Sachs & Co.
dated 3/31/99, 4.95%, due 4/01/99,
collateralized by $33,830,000 Federal Home Loan
Mortgage Corp., 7.50%, 11/01/27,
market value $21,376,682 (cost $20,936,014) 20,936,014 20,936,014
Paine Webber, Inc.
dated 3/31/99, 4.90% due 4/01/99,
collateralized by $2,700,000
U.S. Treasury Bond, 9.25%, 2/15/14, market value
$3,657,656 (cost $3,619,000) 3,619,000 3,619,000
- --------------------------------------------------------------------------------------------------------------------------------
Total Short-Term Investments (cost - $20,936,014,
$3,619,000 and $24,555,014, respectively) 20,936,014 3,619,000
- --------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ProForma Combined
- ------------------------------------------------------------------------------------------------------
Principal
Amount Value
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
CORPORATE BONDS - continued
Financial - 3.36%
Allmerica Financial Corp., 7.63%, 10/15/25 $ 1,130,000 $ 1,179,664
Allstate Corp., 6.75%, 5/15/18 1,000,000 1,000,270
American General Finance, 5.88%, 7/01/00 250,000 250,942
Associates Corp. of North America:
5.25%, 3/30/00 250,000 249,898
6.25%, 11/01/08 1,500,000 1,508,504
Bank One Texas, 6.25%, 2/15/08 1,000,000 996,690
BankAmerica Corp., 7.88%, 12/01/02 1,000,000 1,063,990
Chase Manhattan Corp., 7.75%, 11/01/99 250,000 253,490
Comerica Bank, 7.13%, 12/01/13 250,000 250,702
Discover Series 1998-7, 5.60%, 5/15/06 125,000 123,545
Finova Capital Corp., 6.39%, 10/08/02 1,000,000 1,008,440
First National Bank of Boston., 8.00%, 9/15/04 250,000 270,345
Fleet Financial Group, 6.88%, 1/15/28 1,000,000 994,300
Ford Motor Credit Co., 5.80%, 1/12/09 1,250,000 1,211,687
General Electric Capital Corp., 6.29%, 12/15/07 300,000 302,721
Great Western Financial, 6.38%, 7/01/00 250,000 252,265
Heller Financial, 6.38%, 11/10/00 1,000,000 1,009,980
Home Savings of America, 6.00%, 11/01/00 250,000 251,200
Household Financial Co., 5.88%, 2/01/09 800,000 768,552
Key Bank, NA, 5.80%, 4/01/04 1,375,000 1,369,252
MBIA Inc., 7.00%, 12/15/25 1,000,000 1,007,760
Merrill Lynch & Co., 6.00%, 2/17/09 1,250,000 1,208,559
National City Corp., 5.75%, 2/01/09 800,000 769,479
National Rural Utilities, 5.50%, 1/15/05 1,300,000 1,271,409
NationsBank Corp., 7.80%, 9/15/16 1,000,000 1,099,800
Norwest Corp., 6.80%, 5/15/02 60,000 61,747
Security Benefits Life Co., 8.75%, 5/15/16, 144A 500,000 524,375
Toronto Dominion Bank, 6.13%, 11/01/08 250,000 245,828
Toyota Motor Credit, 5.63%, 11/13/03 100,000 99,215
------------
20,604,609
------------
Utilities - 2.05%
Duke Energy Corp., 6.00%, 12/01/28 1,000,000 915,100
Florida Power & Light, 5.38%, 4/01/00 250,000 249,992
GTE California, 5.50%, 1/15/09 1,515,000 1,447,826
GTE North, Inc., 5.65%, 11/15/08 1,500,000 1,450,421
National Fuel Gas Co., 6.00%, 3/01/09 1,000,000 983,780
New York Telephone, 6.00%, 4/15/08 1,000,000 995,920
Northern Natural Gas, 6.75%, 9/15/08, 144A 2,000,000 2,011,540
Pacific Gas & Electric Co., 5.93%, 10/08/03 250,000 249,465
PSI Energy, Inc., 6.00%, 12/14/01 1,000,000 987,764
Southwestern Public Service Co., 6.88%, 12/01/99 250,000 252,748
Sprint Capital Corp., 6.13%, 11/15/08 1,450,000 1,427,457
System Energy Resources, 7.71%, 8/01/01 500,000 517,120
Union Electric Co., 6.75%, 10/15/99 250,000 252,353
U.S. West Capital Funding, Inc., 6.88%, 7/15/28 785,000 796,280
------------
12,537,766
- ------------------------------------------------------------------------------------------------------
Total Corporate Bonds (cost $24,650,350,
$40,147,348 and $64,797,698, respectively) 64,201,188
- ------------------------------------------------------------------------------------------------------
Total Fixed Income Securities (cost $129,586,404,
$112,381,645 and $241,968,049, respectively) 248,661,783
- ------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS - 4.01%
Repurchase Agreements - 4.01%
Goldman Sachs & Co.
dated 3/31/99, 4.95%, due 4/01/99,
collateralized by $33,830,000 Federal Home Loan
Mortgage Corp., 7.50%, 11/01/27,
market value $21,376,682 (cost $20,936,014) 20,936,014 20,936,014
Paine Webber, Inc.
dated 3/31/99, 4.90% due 4/01/99,
collateralized by $2,700,000
U.S. Treasury Bond, 9.25%, 2/15/14, market value
$3,657,656 (cost $3,619,000) 3,619,000 3,619,000
- ------------------------------------------------------------------------------------------------------
Total Short-Term Investments (cost - $20,936,014,
$3,619,000 and $24,555,014, respectively) 24,555,014
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Mentor Balanced Portfolio
Pro Forma Combining Financial Statements (Unaudited)
Schedules of Investments
March 31, 1999
<TABLE>
<CAPTION>
Mentor Income and Growth
Mentor Balanced Portfolio Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
Value Value
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Total Investments (cost - $312,006,999
$255,060,520 and 567,067,519, respectively) - 98.29% 334,300,573 267,860,572
Other Assets and Liabilities - net - 1.71% 6,992,993 3,485,013
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS - 100.0% $ 341,293,566 $ 271,345,585
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ProForma Combined
- -----------------------------------------------------------------------------------------------------
Value
- -----------------------------------------------------------------------------------------------------
<S> <C>
Total Investments (cost - $312,006,999
$255,060,520 and 567,067,519, respectively) - 98.29% 602,161,145
Other Assets and Liabilities - net - 1.71% 10,478,006
- -----------------------------------------------------------------------------------------------------
TOTAL NET ASSETS - 100.0% $ 612,639,151
- -----------------------------------------------------------------------------------------------------
</TABLE>
* Non-income producing security.
144A Security that may be resold to "qualified institutional buyers" under
Rule 144A of the Securities Act of 1933. This security has been
determined to be liquid under guidelines established by the Board of
Trustees.
Summary of Abbreviations
ADR American Depository Receipts
FUTURES CONTRACTS - SHORT POSITIONS
<TABLE>
<CAPTION>
Number of
Portfolio Contracts Position Contracts Expiration
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mentor Balanced Portfolio 690 Short U.S. Long Bond Jun-99
<CAPTION>
Net
Unrealized
Notional Appreciation
Portfolio Value (Depreciation)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Mentor Balanced Portfolio $ 69,000,000 $ (2,760,157)
</TABLE>
See Notes to Pro Forma Combining Financial Statements.
<PAGE>
Mentor Balanced Portfolio
Pro Forma Combining Financial Statements (Unaudited)
Statements of Assets and Liabilities
March 31, 1999
<TABLE>
<CAPTION>
Mentor Mentor Income
Balanced and Growth ProForma
Portfolio Portfolio Adjustments Combined
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Identified cost of securities $ 312,006,999 $ 255,060,520 $ 567,067,519
Net unrealized gains or losses on securities 22,293,574 12,800,052 35,093,626
- ----------------------------------------------------------------------------------------------------------------------------------
Market value of securities 334,300,573 267,860,572 602,161,145
Collateral for securities loaned 87,189,594 57,206,916 144,396,510
Receivable for securities sold 1,002,666 2,260,145 3,262,811
Receivable for Fund shares sold 4,851,369 1,054,367 5,905,736
Dividends and interest receivable 2,689,063 1,788,988 4,478,051
Receivable for variation margin on open futures contracts 366,563 0 366,563
Prepaid expenses and other assets 142,495 0 142,495
- ----------------------------------------------------------------------------------------------------------------------------------
Total assets 430,542,323 330,170,988 760,713,311
- ----------------------------------------------------------------------------------------------------------------------------------
Liabilities
Payable for securities purchased 1,514,077 852,634 2,366,711
Payable for securities on loan 87,189,594 57,206,916 144,396,510
Payable for Fund shares redeemed 535,285 668,713 1,203,998
Accrued expenses and other liabilities 9,801 97,140 106,941
- ----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 89,248,757 58,825,403 148,074,160
- ----------------------------------------------------------------------------------------------------------------------------------
Net Assets $ 341,293,566 $ 271,345,585 $ 612,639,151
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets represented by
Paid-in capital $ 312,761,476 $ 252,240,342 $ 565,001,818
Undistributed (overdistributed) net investment income (210,671) 38,706 (171,965)
Accumulated net realized gains or losses on securities 3,689,030 6,266,485 9,955,515
Net unrealized gains or losses on securities 25,053,731 12,800,052 37,853,783
- ----------------------------------------------------------------------------------------------------------------------------------
Net Assets $ 341,293,566 $ 271,345,585 $ 612,639,151
- ----------------------------------------------------------------------------------------------------------------------------------
Class A
Net assets $ 114,360,319 $ 118,695,506 $ 233,055,825
Shares outstanding 7,538,584 6,112,024 1,712,332 (a) 15,362,940
Net asset value $ 15.17 $ 19.42 $ 15.17
Maximum offering price (based on sales charge of 5.75%) $ 16.10 $ 20.60 $ 16.10
Class C (Target - Class B)
Net assets $ 226,733,302 $ 152,648,937 $ 379,382,239
Shares outstanding 14,958,738 7,869,390 2,200,935 (a) 25,029,063
Net asset value $ 15.16 $ 19.40 $ 15.16
Class Y
Net assets $ 199,945 $ 1,142 $ 201,087
Shares outstanding 13,189 58 17 (a) 13,264
Net asset value $ 15.16 $ 19.69 $ 15.16
</TABLE>
(a) Reflects the impact of converting shares of the target fund into the
survivor fund.
See Notes to Pro Forma Combining Financial Statements.
<PAGE>
Mentor Balanced Portfolio
Pro Forma Combining Financial Statements (Unaudited)
Statements of Operations
March 31, 1999
<TABLE>
<CAPTION>
Mentor Income
Mentor Balanced and Growth Pro Forma
Portfolio Portfolio Adjustments Combined
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income
Dividends (net of foreign withholding taxes of
$0, $63,820 and $63,820, respectively) $ 824,308 $ 3,511,583 $ 4,335,891
Interest 2,936,362 6,581,584 9,517,946
- ---------------------------------------------------------------------------------------------------------------------------------
Total investment income 3,760,670 10,093,167 13,853,837
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses
Advisory fee 887,447 1,888,818 2,776,265
Distribution Plan expenses 941,099 1,742,327 2,683,426
Transfer agent fee 169,791 360,733 530,524
Administrative services fees 118,311 251,842 370,153
Trustees' fees and expenses 3,044 6,478 9,522
Printing and postage expenses 54,453 22,509 76,962
Custodian fee 41,159 59,490 28,123 (a) 128,772
Registration and filing fees 57,936 57,883 (19,704) (b) 96,115
Professional fees 10,038 17,010 (7,350) (c) 19,698
Other 5,414 903 10,619 (a) 16,936
- ---------------------------------------------------------------------------------------------------------------------------------
Total expenses 2,288,692 4,407,993 11,688 6,708,373
Less: Fee waivers and expense reimbursements (31,724) 0 31,724 (d) 0
- ---------------------------------------------------------------------------------------------------------------------------------
Net expenses 2,256,968 4,407,993 43,412 6,708,373
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 1,503,702 5,685,174 (43,412) 7,145,464
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains or losses on
securities and foreign currency related transactions
Net realized gains or losses on securities and
foreign currency related transactions 4,881,247 15,608,789 20,490,036
- ---------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized gains or losses on
securities and foreign currency related transactions 24,293,314 (13,601,682) 10,691,632
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains or losses on
securities and foreign currency related transactions 29,174,561 2,007,107 31,181,668
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets
resulting from operations $ 30,678,263 $ 7,692,281 (43,412) $ 38,327,132
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Reflects an increase based on the combined fund.
(c) Reflects a savings resulting from duplicate state registration fees being
eliminated.
(c) Reflects a savings resulting from duplicate audit fees being
eliminated.
(d) No waiver required on combined fund.
See Notes to Pro Forma Combining Financial Statements.
<PAGE>
Mentor Balanced Portfolio
Notes to Pro Forma Combining Financial Statements (Unaudited)
March 31, 1999
1. Basis of Combination - The Pro Forma Combining Statement of Assets and
Liabilities, including the Pro Forma Schedule of Investments and the
related Pro Forma Combining Statement of Operations ("Pro Forma
Statements"), reflect the accounts of Mentor Balanced Portfolio ("Balanced
Portfolio") and Mentor Income and Growth Portfolio ("Income and Growth
Portfolio") at March 31, 1999 and for the respective periods then ended.
The Pro Forma Statements give effect to the proposed Agreement and Plan of
Reorganization (the "Reorganization") to be submitted to shareholders of
Income and Growth Portfolio. The Reorganization provides for the
acquisition of all assets and the identified liabilities of Income and
Growth Portfolio by Balanced Portfolio, in exchange for Class A, Class C
and Class Y of Balanced Portfolio. Thereafter, there will be a distribution
of Class A, Class C and Class Y of Balanced Portfolio to the Class A, Class
B and Class Y shareholders of Income and Growth Portfolio in liquidation
and subsequent termination thereof. As a result of the Reorganization, the
shareholders of Income and Growth Portfolio will become the owners of that
number of full and fractional Class A, Class C and Class Y shares of
Balanced Portfolio having an aggregate net asset value equal to the
aggregate net asset value of their shares of Income and Growth Portfolio as
of the close of business immediately prior to the date that Income and
Growth Portfolio net assets are exchanged for Class A, Class C and Class Y
shares of Balanced Portfolio.
The Pro Forma Statements reflect the expenses of each Fund in carrying out
its obligations under the Reorganization as though the merger occurred at
the beginning of the respective periods presented.
The information contained herein is based on the experience of each Fund
for the respective periods then ended and is designed to permit
shareholders of the consolidating mutual funds to evaluate the financial
effect of the proposed Reorganization. The expenses of Income and Growth
Portfolio in connection with the Reorganization (including the cost of any
proxy soliciting agents) will be borne by First Union National Bank of
North Carolina. It is not anticipated that the securities of the combined
portfolio will be sold in significant amounts in order to comply with the
policies and investment practices of Balanced Portfolio.
The Pro Forma Statements should be read in conjunction with the historical
financial statements of each Fund incorporated by reference in the
Statement of Additional Information.
2. Shares of Beneficial Interest - The Pro Forma net asset values per share
assume the issuance of Class A, Class C and Class Y shares of Balanced
Portfolio which would have been issued at March 31, 1999 in connection with
the proposed Reorganization. Class A, Class B and Class Y shareholders of
Income and Growth Portfolio would receive Class A, Class C and Class Y
shares, respectively, of Balanced Portfolio based on conversion ratios
determined on March 31, 1999. The conversion ratios are calculated by
dividing the net asset value of Class A, Class B and Class Y of Income and
Growth Portfolio by the net asset value per share of Class A, Class C and
Class Y, respectively, of Balanced Portfolio.
3. Pro Forma Operations - The Pro Forma Combining Statement of Operations
assumes similar rates of gross investment income for the investments of
each Fund. Accordingly, the combined gross investment income is equal to
the sum of each Fund's gross investment income. Pro Forma operating
expenses include the actual expenses of the Funds adjusted to reflect the
expected expenses of the combined entity. The combined pro forma expenses
were calculated by determining the expense rates based on the combined
average net assets of the two funds and applying those rates to the average
net assets of the Balanced Portfolio for the twelve months ended March 31,
1999 and to the average net assets of the Income and Growth Portfolio for
the twelve months ended March 31, 1999. The adjustments reflect those
amounts needed to adjust the combined expenses to these rates.
MENTOR FUNDS
Form N-14
PART C
OTHER INFORMATION
Item 15. Indemnification.
The response to this item is incorporated by reference to
"Liability and Indemnification of Trustees/Directors" under the caption "Certain
Comparative Information About Mentor Funds and Evergreen Trust" in Part A of
this Registration Statement.
Item 16. 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 (4);
(iii) Form of Amendment to the Declaration of Trust of
the Registrant (5);
(iv) Form of Proposed Amendment to the Declaration of
Trust of the Registrant to be dated as of May
12, 1998 (6);
(v) Amendment No. 6 to the Declaration of Trust of
the Registrant (8);
(vi) Amendment No. 7 to the Declaration of Trust of
the Registrant (8);
(vii) Amendment No. 8 to the Declaration of Trust of
the Registrant(8);
(viii) Amendment No. 9 to the Declaration of Trust of
the Registrant (11);
(2) (i) Copy of By-Laws of the Registrant (1);
(ii) Amendment to By-Laws (8);
(3) Not applicable;
(4) Agreement and Plan of Reorganization. Exhibit D
to the Prospectus contained in Part A of this
Registration Statement;
A-127
<PAGE>
(1) (i) Conformed copy of Declaration of Trust of the
(5) Applicable Sections of Registrant's Declaration
of Trust and By-Laws (1)(2)(4)(5);
(6) (i) Form of Investment Advisory Agreement (Income
and Growth Portfolio) (6);
(ii) Form of Investment Advisory and Management
Agreement (Balanced Portfolio) (6);
(7) Form of Distribution Agreement of the Registrant
(6);
(8) Not applicable;
(9) (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
(11);
(iv) Form of Custodian Contract with State Street Bank
and Trust Company in respect of foreign securities
(3);
(10) (i) Plan of Distribution (10);
(ii) Amended and Restated Rule 18f-3(d) Plan (11);
(11) Opinion and Consent of Counsel as to legality of
the Securities being registered (9);
(12) Form of Opinion and Consent of counsel as to tax
matters (9);
(13) Not applicable;
(14) Consent of Independent Auditors (10);
(15) Not applicable;
(16) Powers of Attorney (8).
(17) Form of Proxy Card (11).
- ------------------------------------------
A-128
<PAGE>
(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.
10 on Form N-1A filed January 15, 1996.
(4) Incorporated by reference to Registrant's Post-Effective Amendment No.
15 on Form N-1A filed December 22, 1997.
(5) Incorporated by reference to Registrant's Post-Effective Amendment No.
16 on Form N-1A filed January 30, 1998.
(6) Incorporated by reference to Registrant's Post-Effective
Amendment No. 17 filed on May 12, 1998.
(7) Incorporated by reference to Registrant's Post-Effective
Amendment No. 20 filed on July 10, 1998.
(8) Incorporated by reference to Registrant's Post-Effective Amendment No.
21 filed on November 30, 1998.
(9) To be filed by amendment.
(10) Incorporated by reference to Registrant's Post-Effective Amendment No.
22 filed on January 29, 1999.
(11) Filed herewith.
Item 17. Undertakings.
A-129
<PAGE>
(1) The undersigned Registrant agrees that prior
to any public reoffering of the securities
registered through the use of a prospectus
which is a part of this Registration
Statement by any person or party who is
deemed to be an underwriter within the
meaning of Rule 145(c) under the Securities
Act of 1933, the reoffering prospectus will
contain the information called for by the
applicable registration form for the
reofferings by persons who may be deemed
underwriters, in addition to the information
called for by the other items of the
applicable form.
(2) The undersigned Registrant agrees that every
prospectus that is filed under paragraph (1)
above will be filed as a part of an
amendment to this Registration Statement and
will not be used until the amendment is
effective, and that, in determining any
liability under the Securities Act of 1933,
each post-effective amendment shall be
deemed to be a new Registration Statement
for the securities offered therein, and the
offering of the securities at that time
shall be deemed to be the initial bona fide
offering of them.
A-130
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Registrant, in the City of Richmond in the
State of Virginia on the 13th day of July, 1999.
Mentor Funds
By:/s/Paul F. Costello
------------------------------
Paul F. Costello
President and Principal
Executive Officer
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the 13th day
of July, 1999.
Signature Title
- ------------ ------
*/s/Daniel J. Ludeman Chairman and Trustee (Chief
- ------------------------------ Executive Officer)
Daniel J. Ludeman
*/s/Peter J. Quinn, Jr. Trustee
- ------------------------------
Peter J. Quinn, Jr.
*/s/Arnold H. Dreyfuss Trustee
- ------------------------------
Arnold H. Dreyfuss
*/s/Thomas F. Keller Trustee
- ------------------------------
Thomas F. Keller
*/s/Louis W. Moelchert, Jr. Trustee
- ------------------------------
Louis W. Moelchert, Jr.
A-131
<PAGE>
Signature Title
Trustee
- ------------------------------
Troy A. Peery, Jr.
*/s/Arch T. Allen, III Trustee
- ------------------------------
Arch T. Allen, III
*/s/Weston E. Edwards Trustee
- ------------------------------
Weston E. Edwards
Trustee
- ------------------------------
Jerry R. Barrentine
*/s/J. Garnett Nelson Trustee
- ------------------------------
J. Garnett Nelson
/s/Paul F. Costello President
- ------------------------------
Paul F. Costello
/s/Michael A. Wade Assistant Treasurer (Principal
- ------------------------------ Financial and Accounting
Michael A. Wade Officer)
*/s/Paul F. Costello Attorney-in-fact
- ------------------------------
Paul F. Costello
A-132
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Trustees and Shareholders
Mentor Funds
We consent to the use of our report, dated November 20, 1998, for Mentor
Balanced Portfolio and for Mentor Income and Growth Portfolio, portfolios of
Mentor Funds, incorporated herein by reference and to the references to our firm
under the caption "FINANCIAL STATEMENTS AND EXPERTS" in the Prospectus/Proxy
Statement.
/s/KPMG LLP
-----------
KPMG LLP
Boston, Massachusetts
July 12, 1999
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!
Please detach at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
MENTOR INCOME AND GROWTH PORTFOLIO,
a series of Mentor Funds
PROXY FOR THE MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 15, 1999
The undersigned, revoking all Proxies heretofore given, hereby appoints
Paul F. Costello, Gordon Forrester, Michael H. Koonce and Maureen E. Towle or
any of them as Proxies of the undersigned, with full power of substitution, to
vote on behalf of the undersigned all shares of Mentor Income and Growth
Portfolio, a series of Mentor Funds ("Mentor Income and Growth"), that the
undersigned is entitled to vote at the special meeting of shareholders of Mentor
Income and Growth to be held at 2:00 p.m. on Friday, October 15, 1999 at the
offices of Mentor Funds, 901 East Byrd Street, Richmond, Virginia 23219 and at
any adjournments thereof, as fully as the undersigned would be entitled to vote
if personally present.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON
THIS PROXY. If joint owners, EITHER may sign this
Proxy. When signing as attorney, executor,
administrator, trustee, guardian, or custodian for a
minor, please give your full title. When signing on
behalf of a corporation or as a partner for a
partnership, please give the full corporate or
partnership name and your title, if any.
Date , 1999
----------------------------------------
----------------------------------------
Signature(s) and Title(s), if applicable
-1-
<PAGE>
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF MENTOR FUNDS. THIS PROXY WILL BE VOTED AS SPECIFIED BELOW
WITH RESPECT TO THE ACTION TO BE TAKEN ON THE FOLLOWING
PROPOSALS. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED OR FOR THE PROPOSALS IF NO CHOICE IS INDICATED. THE
BOARD OF TRUSTEES OF MENTOR FUNDS RECOMMENDS A VOTE FOR THE
PROPOSALS. PLEASE MARK YOUR VOTE BELOW IN BLUE OR BLACK INK. DO
NOT USE RED INK. EXAMPLE: X
1. To approve an Agreement and Plan of Conversion and Termination
whereby Mentor Income and Growth will be reorganized as a series of Evergreen
Equity Trust.
---- FOR ---- AGAINST ---- ABSTAIN
2. To approve the proposed changes to Mentor Income and Growth's
fundamental investment restrictions.
---- FOR ---- AGAINST ---- ABSTAIN
3. To approve the proposed changes to Mentor Income and Growth's
fundamental investment restrictions.
---- FOR ---- AGAINST ---- ABSTAIN
[ ] To vote against the proposed changes to one or
more of the specific fundamental investment
restrictions, but to approve the others, fill in
the box at the left AND indicate the item
number(s) of the fundamental investment
restrictions you do not want to change on this
line:
-----------------------
4. To approve an Agreement and Plan of Reorganization whereby Evergreen
Capital Balanced Fund, a series of Evergreen Equity Trust, will (i) acquire all
of the assets of Mentor Income and Growth in exchange for shares of Evergreen
Capital Balanced Fund; and (ii) assume the identified liabilities of Mentor
Income and Growth, as substantially described in the accompanying
Prospectus/Proxy Statement.
---- FOR ---- AGAINST ---- ABSTAIN
-2-
<PAGE>
5. To consider and vote upon such other matters as may properly come
before said meeting or any adjournments thereof.
---- FOR ---- AGAINST ---- ABSTAIN
-3-
<PAGE>
MENTOR FUNDS
Amendment No. 9
to
DECLARATION OF TRUST
dated January 20, 1992
This Declaration of Trust is amended as follows:
1. Section 5 of Article III is hereby amended by replacing the first
paragraph thereto with the following:
Section 5. Establishment and Designation of Series or Class. The
following Portfolios shall be designated as separate series of shares of
beneficial interest of the Trust, with the relative rights and preferences set
forth in this Declaration of Trust as it may be amended from time to time:
Mentor Capital Growth Portfolio, Mentor Quality Income Portfolio, Mentor
Municipal Income Portfolio, Mentor Income and Growth Portfolio, Mentor Perpetual
Global Portfolio, Mentor Growth Portfolio, Mentor Strategy Portfolio, Mentor
Short-Duration Income Portfolio, Mentor Balanced Portfolio, Mentor Perpetual
Global Emerging Companies Portfolio, Mentor High Yield Portfolio, Mentor Value
Portfolio, Mentor U.S. Government Money Market Portfolio (formerly, Mentor
Institutional U.S. Government Money Market Portfolio), Mentor Money Market
Portfolio (formerly, Mentor Institutional Money Market Portfolio), Mentor
Tax-Exempt Money Market Portfolio (formerly, Mentor Institutional Tax- Exempt
Money Market Portfolio), Mentor Asset Allocation Portfolio, and Mentor High
Income Portfolio.
------------------
This Amendment is to be effective as of February 10, 1999.
DOC2.
<PAGE>
IN WITNESS WHEREOF, the undersigned, being at least a majority of the
Trustees in office, have executed this instrument.
- ------------------------ ------------------------
Arch T. Allen, III Jerry R. Barrentine
- ------------------------ ------------------------
Arnold H. Dreyfuss Weston E. Edwards
- ------------------------ ------------------------
Thomas F. Keller Daniel J. Ludeman
- ------------------------ ------------------------
Louis W. Moelchert, Jr. J. Garnett Nelson
- ------------------------ ------------------------
Troy A. Peery, Jr. Peter J. Quinn, Jr.
<PAGE>
MENTOR FUNDS
901 East Byrd Street
Richmond, Virginia 23219
February 1, 1998, as amended
February 10, 1999
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 twelve 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.
(c) Resolutions of the Trustees of the Fund selecting you as
administrator and approving the form of this Agreement.
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 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
<PAGE>
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 .10 of 1%, or .15 of 1%, as indicated on Exhibit A hereto of the
Specified Series average daily net assets.
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
<PAGE>
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 January 31, 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 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
<PAGE>
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:
<PAGE>
EXHIBIT A
Series paying .10 of 1%
Mentor Balanced Portfolio
Mentor Income and Growth Portfolio
Mentor High Income Portfolio
Mentor Quality Income Portfolio
Mentor Municipal Income Portfolio
Mentor Short-Duration Income Portfolio
Mentor High Yield Portfolio
Series paying .15 of 1%
Mentor Growth Portfolio
Mentor Capital Growth Portfolio
Mentor Perpetual Global Portfolio
<PAGE>
MENTOR FUNDS
Amended and Restated Plan
pursuant to Rule 18f-3(d) under the Investment Company Act of 1940
Effective October 13, 1998, as revised July 1, 1999
Each series of shares of beneficial interest in Mentor Funds (the
"Trust") (each a "Portfolio" and, together, the "Portfolios") may from time to
time issue one or more of the following classes of shares: Class A shares, Class
B shares, and Class Y shares, or in the case of the Money Market Portfolios,
Retail shares and Institutional shares. Each class is subject to such investment
minimums and other conditions of eligibility as are set forth in the prospectus
in respect of any such Portfolio as from time to time in effect (each, the
"Prospectus"). The differences in expenses among these classes of shares, and
the conversion and exchange features of each class of shares, are set forth
below in this Amended and Restated Plan. Except as noted below, expenses are
allocated among the classes of shares of each Portfolio based upon the expenses
incurred by each class or as otherwise determined to be fair and equitable by
the Trustees. This Amended and Restated Plan is subject to change, to the extent
permitted by law and by the Declaration of Trust and By-laws of the Trust, by
action of the Trustees of the Trust.
CLASS A SHARES
Distribution and Service Fees
Class A shares pay no Rule 12b-1 distribution fees, but pay shareholder
service fees of .25% of the relevant Portfolio's average net assets attributable
to Class A shares.
Exchange Features
Class A shares of any Portfolio may be exchanged, at the holder's
option, for Class A shares of any other Portfolio that offers Class A shares
without the payment of a sales charge beginning 15 days after purchase (or later
in the case of shares sold in connection with certain promotional activities on
the part of the Trust's principal underwriter), provided that Class A shares of
such other Portfolio are available to residents of the relevant state. The
holding period for determining any CDSC will include the holding period of the
shares exchanged, and will be calculated using the schedule of any Portfolio
into or from which shares have been exchanged that would result in the highest
CDSC applicable to such shares. (If a shareholder exchanges his shares for
shares of the Cash Resource U.S. Government Money Market Fund, the period during
which he holds shares of that Fund will not be included in calculating the
length of time he has owned the shares subject to the CDSC, and any CDSC payable
on
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redemption of his shares will be reduced by the amount of any payment collected
by that Fund under its distribution plan in respect of those shares.)
Conversion Features
Class A shares do not convert into any other class of shares.
Initial Sales Charge
Class A shares are offered at a public offering price that is equal to
their net asset value ("NAV") plus a sales charge of up to 5.75% of the public
offering price (which maximum may be less for certain Portfolios, as described
in the Prospectus). The sales charges on Class A shares are subject to reduction
or waiver as permitted by Rule 22d-1 under the Investment Company Act of 1940,
as amended (the "1940 Act") and as described in the Prospectus.
Contingent Deferred Sales Charge
Purchases of Class A shares of $1 million or more that are redeemed
within one year of purchase are subject to a CDSC of 1.00% of either the
purchase price or the NAV of the shares redeemed, whichever is less.
In addition, a CDSC may be imposed in connection with other purchases
of Class A shares as and to the extent permitted by Rule 6c-10 under the 1940
Act, in connection with promotional activities undertaken from time to time by
the Trust's principal underwriter.
CLASS B SHARES
Distribution and Service Fees
Class B shares pay distribution fees pursuant to plans adopted pursuant
to Rule 12b-1 under the 1940 Act (the "Class B Plans"). Class B shares also bear
any costs associated with obtaining shareholder approval of the Class B Plans
(or an amendment to a Class B Plan). Pursuant to the Class B Plans, Class B
shares may pay up to .75% of the relevant Portfolio's average net assets
attributable to Class B shares (which percentage may be less for certain
Portfolios, as described in the Prospectus). Amounts payable under the Class B
Plans are subject to such further limitations as the Trustees may from time to
time determine and as set forth in the Prospectus.
Exchange Features
Class B shares of any Portfolio may be exchanged, at the holder's
option, for Class B shares of any other Portfolio that offers Class B shares
without the payment of a sales charge beginning 15 days after purchase, provided
that Class B shares of such other Portfolio are available to residents of the
relevant state. The holding period for determining any CDSC will include the
holding period of the shares exchanged, and will be calculated using the
schedule of any Portfolio into or from which shares have been exchanged that
would result in the
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highest CDSC applicable to such Class B shares. (If a shareholder exchanges his
shares for shares of the Cash Resource U.S. Government Money Market Fund, the
period which he holds shares of that Fund will not be included in calculating
the length of time he has owned the shares subject to the CDSC, and any CDSC
payable on redemption of his shares will be reduced by the amount of any payment
collected by that Fund under its distribution plan in respect of those shares.)
Conversion Features
Class B shares do not convert into any other class of shares.
Initial Sales Charge
Class B shares are offered at their NAV, without an initial sales
charge.
Contingent Deferred Sales Charge
Class B shares that are redeemed within 6 years of purchase are subject
to a CDSC of up to 4.00% of either the purchase price or the NAV of the shares
redeemed, whichever is less (which period may be shorter and which percentage
may be less for certain Portfolios, as described in the Prospectus); such
percentage declines the longer the shares are held, as described in the
Prospectus. Class B shares purchased with reinvested dividends or capital gains
are not subject to a CDSC.
The CDSC on Class B shares is subject to reduction or waiver in certain
circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in
the Prospectus.
Y SHARES
Distribution and Service Fees
Y Shares pay no Rule 12b-1 distribution fees.
Exchange Features
Y Shares of any Portfolio may be exchanged, at the holder's option, (i)
for Y Shares of any other Portfolio and (ii) for shares of the Cash Resource
U.S. Government Money Market Fund, without the payment of a sales charge
beginning 15 days after purchase, provided that such other shares are available
to residents of the relevant state.
Conversion Features
Y Shares do not convert into any other class of shares.
Initial Sales Charge
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Y Shares are offered at their NAV, without an initial sales charge.
Contingent Deferred Sales Charge
Y Shares are not subject to any CDSC.
RETAIL SHARES (Money Market Portfolios)
Distribution and Service Fees
Retail Shares pay distribution fees pursuant to plans adopted pursuant
to Rule 12b-1 under the 1940 Act (the "Retail Share Plans"). Retail Shares also
bear any costs associated with obtaining shareholder approval of the Retail
Share Plans (or an amendment to a Retail Share Plan). Pursuant to the Retail
Share Plans, Retail Shares may pay up to .38% of the relevant Portfolio's
average net assets attributable to Retail Shares (which percentage may be less
for certain Portfolios, as described in the Prospectus). Amounts payable under
the Retail Share Plans are subject to such further limitations as the Trustees
may from time to time determine and as set forth in the Prospectus.
Exchange Features
Retail Shares of any Portfolio may be exchanged, at the holder's
option, for Retail Shares of any other Portfolio that offers Retail Shares
without the payment of a sales charge beginning 15 days after purchase, provided
that Retail Shares of such other Portfolio are available to residents of the
relevant state.
Conversion Features
Retail Shares do not convert into any other class of shares.
Initial Sales Charge
Retail Shares are offered at their NAV, without an initial sales
charge.
Contingent Deferred Sales Charge
Retail Shares are not subject to any CDSC.
INSTITUTIONAL SHARES (Money Market Portfolios)
Distribution and Service Fees
Institutional Shares pay no Rule 12b-1 distribution fees.
Exchange Features
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Institutional Shares of any Portfolio may be exchanged, at the holder's
option, for Institutional Shares of any other Fund, without the payment of a
sales charge beginning 15 days after purchase, provided that such other shares
are available to residents of the relevant state.
Conversion Features
Institutional Shares do not convert into any other class of shares.
Initial Sales Charge
Institutional Shares are offered at their NAV, without an initial sales
charge.
Contingent Deferred Sales Charge
Institutional Shares are not subject to any CDSC.
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