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

                                                            October 6, 2000

Dear Mentor Income Fund Shareholder:

As you know,  the Fund's Board of Directors has  recommended  that you approve a
new investment advisory agreement with U.S. Bank. The Board also has recommended
that you approve a new slate of  directors,  in order to integrate the Fund into
U.S.  Bank's family of funds. A final vote on these matters is scheduled to take
place on October 13, 2000.

You may have received various  communications from Karpus Investment  Management
requesting  that you reject the Board's  recommendations,  and  instead  approve
certain proposals being put forth by Karpus. In its proxy materials,  Karpus has
stated  that,  if its  investment  advisory  agreement  is  approved,  it  would
recommend to the Board that the Fund take certain actions,  including converting
to an open-end fund or repurchasing  Fund shares from investors.  As an investor
in the Fund who may be depending on the Fund's monthly  dividend,  you should be
aware that the actions  described by Karpus  could result in a large  portion of
the Fund being paid out,  which could make it more  difficult to manage the Fund
and to  achieve  its  investment  objective.  YOUR  MONTHLY  DIVIDEND  COULD  BE
AFFECTED.

The Board's  recommendation  to approve an advisory  agreement with U.S. Bank is
based in part on its  conclusion  that U.S. Bank will provide the Fund with high
quality investment  advisory  services,  and will continue to manage the Fund in
accordance  with its  objective  of paying a high level of current  income.  The
actions  outlined by Karpus would, if  implemented,  be expensive to the Fund to
administer and disruptive to its  management.  If you are interested in ensuring
that the Fund  continues to be managed with a focus on current  income,  we urge
you to vote your WHITE proxy card in favor of the proposals  listed thereon.  Do
NOT sign or return any BLUE proxy card. If you have already  signed and returned
the BLUE proxy  card,  you may revoke  that proxy by  signing  and  returning  a
later-dated  WHITE proxy card. (If you already signed and returned a WHITE proxy
card  reflecting  votes  in  favor  of the  proposals  thereon,  you need not do
anything  further.)  If  possible,  please  fax both the  front  and back of any
newly-completed  WHITE proxy card to 1-800-733-1885.  Otherwise,  please mail it
immediately in the enclosed envelope.

Don't let Karpus scare you into voting for  proposals  that could  significantly
and adversely  impact your  investment in the Fund. If you have any questions or
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.