MENTOR INSTITUTIONAL TRUST
SUPPLEMENT
TO PROSPECTUS DATED MARCH 3, 1997, AS REVISED JUNE 30, 1997
Mentor Investment Group, LLC, the Portfolios' administrator ("Mentor"), has
informed the Trust that Wheat First Butcher Singer, Inc., Mentor's parent
company, will be acquired by First Union Corp. ("First Union"), in a transaction
expected to occur as early as December of this year. First Union is a global
financial services company with approximately $140 billion in assets and $10
billion in total stockholders' equity. The proposed arrangement does not
contemplate any changes in the management or operations of Mentor or any of its
subsidiaries, including Mentor Investment Advisors, LLC, and Mentor Perpetual
Advisors, LLC, the Portfolios' investment advisers. Consummation of the
acquisition, which is subject to a number of conditions, including regulatory
approvals, will result in the termination of the administration agreement
between the Portfolios and Mentor and the investment advisory agreements between
the Portfolios and their investment advisers. It is expected that the Trustees
of the Trust will meet to consider a new administration agreement between the
Portfolios and Mentor and new investment advisory agreements between the
Portfolios and their investment advisers, each to become effective upon
consummation of the acquisition. Implementation of the new investment advisory
agreements, which would be substantially identical to the current investment
advisory agreements, would be subject to approval of shareholders at a meeting
expected to be held prior to the consummation of the acquisition.
September 15, 1997
