MENTOR INCOME FUND, INC.
                               200 Berkeley Street
                           Boston, Massachusetts 02116



                                                              September 13, 2000

Dear Shareholders:

         You should  have  received  proxy  materials  for a Special  Meeting of
Shareholders  of Mentor  Income Fund,  Inc. (the "Fund") to be held on September
27, 2000. In those materials, which were dated August 11, 2000, your Board asked
you to use the WHITE  proxy  card to vote in favor of  several  proposals  to be
considered at the Meeting, including:

ss.        The approval of a new Investment Advisory Agreement between the Fund
           and U.S. Bank National Association ("U.S. Bank").

ss.        The election of a new Board of Directors.

ss.        Changing the name of the Fund to American Income Fund Inc.

         You may  also  have  received  separate  proxy  materials  from  Karpus
Management,  Inc. d/b/a Karpus Investment  Management  ("Karpus").  In its proxy
statement,  Karpus  proposes  that the  shareholders  approve  a new  Investment
Advisory Agreement between itself and the Fund, the removal of Mentor Investment
Advisors,  LLC  ("Mentor")  as the Fund's  investment  adviser,  the election of
Karpus'  candidates  to the Board of the Fund,  and the  rejection of the Fund's
other proposals.

         The Fund's Board of Directors,  which consists  entirely of individuals
who are not  employed  by or  otherwise  affiliated  with  Mentor or U.S.  Bank,
opposes  the  Karpus  proposals.   Your  Board  believes  that  Karpus'  primary
motivation is  self-interest  and that adoption of the Karpus proposals would be
detrimental to the best interests of shareholders of the Fund.  Therefore,  your
Board of Directors  strongly urges you NOT to sign or return any BLUE proxy card
you may receive from Karpus.

         Your Board of Directors wishes to maximize the value of your investment
in the Fund. Consistent with this objective, the Board has approved U.S. Bank as
the Fund's new  investment  adviser.  U.S.  Bank is an adviser with  substantial
experience and expertise in managing  closed-end  funds like the Fund. U.S. Bank
currently  manages 11  closed-end  funds and has more than $79 billion in assets
under management,  including $35 billion in investment company assets. The Board
of Directors has approved the Fund's new Advisory Agreement with U.S. Bank, and,
in doing so, the Board  carefully  considered,  among other things,  U.S. Bank's
performance as an adviser to other closed-end funds, the skills and capabilities
of its  personnel,  its  experience  as an adviser of  fixed-income  funds,  its
financial  resources,  the  benefit  to the Fund from  retaining  an  investment
adviser which advises  several other  closed-end  funds,  and the possibility of
increased  organization  emphasis on the Fund if it is no longer part of a large
fund complex whose primary focus is open-end mutual funds.

         In contrast,  Karpus does not manage any investment companies,  and, to
our knowledge, Karpus has never managed any investment companies,  including any
closed-end funds. Your Board of Directors believes that the Fund's best interest
is not to hire an investment  adviser such as Karpus which is not experienced at
managing  mutual  funds.  You should  also be aware that Karpus has engaged in a
similar  proxy  contest to become an adviser to a closed-end  fund at least once
before. Ultimately, in that case, however, Karpus abandoned the pretense that it
was seeking to advance the interests of all fund shareholders and allowed itself
- - but not other  shareholders  - to be bought  out at a  premium  to the  market
price.

         In  addition,  the Karpus proxy  materials  are  misleading  in several
respects. In particular, the Karpus materials state that the Fund is being asked
to pay for a change in the Fund's state of incorporation. In fact, the Board has
not proposed to change the Fund's state of incorporation.  Moreover,  the Fund's
share of the proxy solicitation  costs for this Special Meeting,  which is being
held in lieu of the Fund's regular annual  meeting of  shareholders,  is no more
than the Fund would otherwise spend to hold its regular annual meeting.

         WE ASK YOU TO JUDGE FOR  YOURSELF  WHETHER THE  INTERESTS OF KARPUS ARE
REALLY THE SAME AS YOURS.

         All you need to do at this time is the following:

         1.       Sign,  date and mail the  Fund's  WHITE  proxy card as soon as
                  possible, or vote in support of the Fund's proposals by fax at
                  1-800-733-1885  as set  forth  in our  proxy  materials  dated
                  August 11, 2000.

         2.       DO NOT sign or  return  any BLUE  proxy  card you may  receive
                  from Karpus, even as a protest vote against Karpus.

         3.       If you have already  returned Karpus' blue proxy card, you may
                  revoke that proxy by signing and returning a later-dated WHITE
                  proxy card to the Fund.  If you need another WHITE proxy card,
                  please let us know by calling toll-free 877-504-5025.

         4.       If your shares are held in "Street-Name",  please consult your
                  broker or your financial institution.  Please be sure that the
                  person  responsible  for your  account  votes  your  shares by
                  directing  him or her to execute on your  behalf a WHITE proxy
                  card and return it to the Fund.

         It is  important  that your shares be voted,  no matter how many or how
few shares you own, and we urge you to voice your opposition to Karpus by voting
FOR the Fund's proposals on the WHITE proxy card.

         Thank  you for  your  careful  attention  to the  issues,  and for your
continued  trust in and support of the Fund.  If you have any  questions or need
assistance in voting your shares, please telephone toll-free 877-504-5025.


                                                        Respectfully,

                                                        /s/ W. Douglas Munn

                                                        W. Douglas Munn
                                                        President
                                                        Mentor Income Fund, Inc.