SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
                           (AMENDMENT NO.      )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[ X ]     Preliminary Proxy Statement
[   ]     Definitive Proxy Statement
[   ]     Definitive Additional Materials
[   ]     Soliciting Material Pursuant to (Section Mark) 240.14a-11(c) or
          (Section Mark) 240.14a-12

THE MENTOR FUNDS
 (Name of Registrant as Specified In Its Charter)

THE MENTOR FUNDS
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[ X ]     $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
          6(j)(2).
[   ]     $500 per each party to the controversy pursuant to Exchange Act
          Rule 14a-6(i)(3).
[   ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
          and 0-11.


1)   Title of each class of securities to which transaction applies:
2)   Aggregate number of securities to which transaction applies:
3)   Per unit price or other underlying value of transaction computed
     pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
     filing is calculated and state how it was determined):
4)   Proposed maximum aggregate value of transaction:
5)   Total fee paid:  $125.00


[   ]    Fee paid previously with preliminary materials.


[   ]    Check box if any part of the fee is offset as provided by
         Exchange Act Rule 0-11(a)(2) and identify the filing for which
         the offsetting fee was paid previously.  Identify the previous
         filing by registration statement number, or the Form or Schedule
         and the date of its filing.

1)       Amount previously paid:
2)       Form, Schedule or Registration Statement No.:
3)       Filing Party:
4)       Date Filed:




THE MENTOR FUNDS
901 EAST BYRD STREET
RICHMOND, VIRGINIA  23219



                                   April __, 1995


To Shareholders of Mentor Perpetual Global Portfolio:

     Enclosed are proxy materials for the upcoming meeting of shareholders
of your Portfolio to be held on May 30, 1995.  At the meeting, you will be
asked to approve a new Investment Advisory and Management Agreement between
the Portfolio and Mentor Perpetual Investment Advisors, L.C. ("Mentor
Perpetual").  Your Trustees have approved the Agreement and are
recommending that you do so as well.

     Mentor Perpetual is a registered investment advisory firm owned in
equal parts by Perpetual plc, a diversified global financial services
holding company based in the United Kingdom, and Mentor Investment Group,
Inc., the parent company of Commonwealth Advisors, Inc., your Portfolio's
current investment adviser.

     Your Trustees believe that Mentor Perpetual will bring to the
Portfolio the wide experience of the  Perpetual organization in global and
international investing, together with the Investment Management Group's
expertise in servicing mutual fund organizations.  The proposal, and the
reasons for its adoption by the Trustees, are described in greater detail
in the attached Proxy Statement.

     PLEASE RETURN YOUR PROXY TODAY.  IT IS IMPORTANT THAT YOU RESPOND
BEFORE MAY 30, 1995 IN ORDER TO AVOID THE EXPENSE TO THE PORTFOLIO OF
ADDITIONAL MAILINGS.  If you have questions regarding the proposal, please
call your financial representative or The Mentor Funds (800-225-5478)
today.  We appreciate your continued trust and confidence and look forward
to earning it well into the future.

                              Sincerely,


                              Paul F. Costello
                              President





THE MENTOR FUNDS

                     MENTOR PERPETUAL GLOBAL PORTFOLIO

                 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                MAY 30, 1995



                          To the Shareholders:

     Notice is hereby given that a Special Meeting of Shareholders of the
Mentor Perpetual Global Portfolio (the "Portfolio"), a series of shares of
beneficial interest of The Mentor Funds (the "Trust"), will be held at the
offices of the Trust, 901 East Byrd Street, Richmond, Virginia, on Tuesday,
May 30, 1995 at 9:00 a.m. (Eastern time) for the following purposes:

     1.   To approve or disapprove a proposed Investment Advisory and
          Management Agreement between the Portfolio and Mentor Perpetual
          Investment Advisors, L.C.

     2.   To consider and act upon any other matters which may properly
          come before the meeting or any adjournment thereof.

                              By order of the President of the Trust,


                              JOHN M. IVAN,
                              Secretary
April __, 1995


                           YOUR VOTE IS IMPORTANT


        PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY
             PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
         WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING.
        YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.




THE MENTOR FUNDS

                     MENTOR PERPETUAL GLOBAL PORTFOLIO

                              PROXY STATEMENT

     The enclosed proxy is solicited on behalf of the Board of Trustees of
The Mentor Funds (the "Trust") for use at the Special Meeting of
Shareholders (the "Meeting") of the Mentor Perpetual Global Portfolio (the
"Portfolio"), a series of shares of beneficial interest of the Trust, to be
held at 901 East Byrd Street, Richmond, Virginia on Tuesday, May 30, 1995
at  9:00 a.m. and at any adjournment or adjournments thereof (the
"Meeting").  This proxy and its enclosures are being mailed to shareholders
beginning on or about April __, 1995.  A copy of the Annual Report of the
Trust, which includes information about the Portfolio for the fiscal year
ended September 30, 1994, may be obtained without charge by calling the
Trust at 1-800-382-0016.

     Shareholders of record of the Portfolio at the close of business on
April 11, 1995 will be entitled to be present and to vote at the Meeting.
Each Class A and Class B share is entitled to one vote, and votes will be
counted together without regard to Class.  Shares represented by executed
and unrevoked proxies will be voted in accordance with the specifications
made thereon.  A shareholder who executes and returns the enclosed form of
proxy nevertheless may revoke it by giving another proxy or by letter or
telegram directed to the Trust which must show the shareholder's name and
account number.  To be effective, such revocation must be received prior to
the Meeting.  Any shareholder who attends the Meeting in person may vote by
ballot at the Meeting, thereby cancelling any proxy previously given.  To
the Trust's knowledge, no shareholder owned beneficially 5% or more of the
Portfolio's outstanding shares of beneficial interest on April 11, 1995.
The number of shares of beneficial interest of the Portfolio issued and
outstanding as of April __, 1995 was __________.

     In the event that sufficient votes in favor of Proposal 1 set forth in
the notice of the Meeting are not received by May __, 1995, the persons
named as proxies may propose one or more adjournments of the Meeting for a
period or periods of not more than 60 days in the aggregate to permit
further solicitation of proxies.  Any such adjournment will require the
affirmative vote of a majority of the shares present in person or by proxy
at the session of the meeting to be adjourned.  The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of  Proposal.  They will vote against any such
adjournment those proxies required to be voted against Proposal and will
not vote any proxies that abstained from voting on such matters.  Votes
cast by proxy or in person at the Meeting will be counted by persons
appointed by the Trust to act as election inspectors for the Meeting.

     The costs of solicitation of proxies will be borne by the Portfolio.
Solicitation of proxies by personal interview, mail, telephone, and
telegraph may be made by officers and Trustees of the Trust and employees
of Wheat First Butcher Singer, Inc. and its affiliates.  In addition, the
firm of Management Information Systems has been retained to assist in the
solicitation of proxies, at a cost to the Portfolio which is not expected
to exceed $5,600, plus reimbursement of the firm's out-of-pocket expenses.


                              - 1 -



     PROPOSAL 1:  TO APPROVE OR DISAPPROVE THE INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT BETWEEN THE PORTFOLIO AND MENTOR PERPETUAL INVESTMENT
ADVISORS, L.C.

     The Trustees are recommending that you approve a new Investment
Advisory and Management Agreement (the "Management Agreement") between the
Portfolio and Mentor Perpetual Investment Advisors, L.C. ("Mentor
Perpetual").  If shareholders approve the new  Management Agreement, Mentor
Perpetual would replace Commonwealth Advisors, Inc. ("Commonwealth
Advisors") as investment adviser to the Portfolio, and the subadvisory
agreement among the Portfolio, Commonwealth Advisors, and Perpetual
Portfolio Management, Ltd. would be terminated.  Provided below is
information with respect to the Proposal and other information intended to
help you reach a decision.

     Background.  Commonwealth Advisors (formerly Cambridge Investment
Advisors, Inc.) has acted as the Trust's investment adviser since April 17,
1992 pursuant to an investment management agreement between Commonwealth
Advisors and the Trust (the "Investment Advisory Agreement").  The
Investment Advisory Agreement was approved by the Portfolio's shareholders
in March, 1994.  Pursuant to the Investment Advisory Agreement,
Commonwealth Advisors has the responsibility, subject to the review and
approval by the Trustees of the Trust, to conduct all operations of the
Trust (other than any operations conducted by the Trust's sub-advisers,
custodian, transfer agent, or administrator), including supervision of any
sub-advisers.

     Perpetual Portfolio Management Ltd. ("Perpetual (UK)") currently
serves as sub-adviser to the Portfolio under a sub-advisory agreement with
Commonwealth Advisors dated April 12, 1995.  The Trustees approved the
Investment Advisory Agreement among the Portfolio, Perpetual (UK), and
Commonwealth Advisors on that date.  As sub-advisor, Perpetual (UK), at its
expense, furnishes continuously an investment program for the Portfolio,
makes investment decisions for the Portfolio, and places all orders for the
purchase and sale of investments for the Portfolio.  Perpetual (UK) also
furnishes, at its expense, all necessary investment and related management
services to the Portfolio.  Perpetual (UK) was organized under the laws of
England, and currently serves as investment adviser for assets of more than
$   billion.  Its clients include 28 unit investment trusts and other
public investment pools for over 150 clients, including private
individuals, charities, pension plans and life assurance companies.
Perpetual (UK) employs 28 investment advisory personnel, all of whom are
employed in international or global investment management.   Commonwealth
Advisors pays Perpetual (UK) an annual fee equal to 0.55% of the first $75
million of the Portfolio's average net assets and 0.50% of the Portfolio's
average net assets over $75 million.

     Prior to Perpetual (UK)'s appointment as sub-adviser, Scudder, Stevens
& Clark ("Scudder") served as sub-adviser to the Portfolio.  On April 12,
1995, Scudder's sub-advisory agreement was terminated by the Portfolio in
order to permit the Portfolio to retain Perpetual (UK) as sub-adviser.

     The Portfolio pays Commonwealth Advisors an annual investment advisory
fee equal to 1.10% of the average daily net assets of the Portfolio up to
$75 million and 1.00% of the average daily net assets of the Portfolio in
excess of $75 million.  For the 1994 fiscal year, the Portfolio paid
Commonwealth Advisors $69,515 in investment advisory fees, of which $34,757
was paid by Commonwealth Advisors to the Portfolio's sub-adviser during
that period.

     Proposed New Arrangement.     The Trustees of the Trust have approved
an Investment Advisory  and Management Agreement between the Portfolio and
Mentor Perpetual, pursuant to which Mentor Perpetual would replace
Commonwealth Advisors as investment adviser to the Portfolio.

                                  -2-



     Mentor Perpetual was organized on March 17, 1995, by Mentor Investment
Group, Inc. ("MIG") (formerly Investment Management Group, Inc.) and
Perpetual plc, the parent corporation of Perpetual (UK).  MIG and Perpetual
plc have equal ownership interests in Mentor Perpetual and each elects
three members of Mentor Perpetual's board of directors.  The parties have
informed the Trustees that Mentor Perpetual was formed to provide
investment services to U.S. investment advisory clients, drawing on the
expertise of the Perpetual organization in global and international
investment and of MIG in servicing investment companies and other U.S.
advisory entities.  Commonwealth Advisors, Perpetual (UK), and Mentor
Perpetual have advised the Trustees that all of the investment advisory
personnel of Mentor Perpetual are also employees of Perpetual (UK), that
the portfolio manager responsible for the Portfolio at Perpetual (UK), Mr.
Scott McGlashan, will continue to be the portfolio manager of the Portfolio
at Mentor Perpetual, and that all of the expertise and experience of
Perpetual (UK) will be made available to Mentor Perpetual in its management
of the Portfolio.

     In approving the Management Agreement with Mentor Perpetual, the
Trustees considered, among other things, the wide experience in
international markets offered by the Perpetual organization, the
experienced team of investment professionals Mentor Perpetual has selected
to manage the Portfolio, and the investment record of those professionals
and of the entire Perpetual organization.  The Trustees also considered the
facts that, due to MIG's fifty percent ownership interest in Mentor
Perpetual, Mentor Perpetual would be able to draw on MIG's expertise in
servicing investment company clients and that MIG, as owner of Mentor
Perpetual, would be in a position potentially to enhance the services
provided to the Portfolio by Mentor Perpetual.

     Proposed Management Agreement.  The Management Agreement between the
Portfolio and Mentor Perpetual provides that, subject to such policies as
the Trustees may determine, Mentor Perpetual, at its expense, shall furnish
continuously an investment program for the Portfolio and make investment
decisions on behalf of the Portfolio consistent with the Portfolio's stated
investment objectives, policies, and restrictions.  Mentor Perpetual, at
its expense, will furnish all necessary investment and related management
facilities, including salaries of personnel, required for it to execute its
duties.  Mentor Perpetual also places all orders for the purchase and sale
of the Portfolio's investments with broker-dealers.  Mentor Perpetual may
place transactions with broker-dealers that furnish Mentor Perpetual,
without cost to it, certain brokerage and research services of value to
Mentor Perpetual and its affiliates advising the Portfolio and other
clients.  In doing so, Mentor Perpetual may cause the Portfolio to pay
greater brokerage commissions than it might otherwise pay.

     The Management Agreement provides that Mentor Perpetual shall not be
subject to any liability to the Portfolio or to any shareholder of the
Portfolio for any act or omission in the course of or connected with
rendering services thereunder in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations or duties.

     Under the terms of the Management Agreement, the Portfolio shall pay
to Mentor Perpetual, as full compensation for services rendered under the
Agreement with respect to the Portfolio, an annual fee at the same rate as
now paid to Commonwealth Advisers:  1.10% of the first $75 million of the
Portfolio's net assets and 1.00% of any net assets under management over
$75 million.

     The Management Agreement may be terminated at any time, without the
payment of any penalty, by the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to Mentor Perpetual or by Mentor Perpetual upon not less
than 60 days' written notice to the other party, and terminates
automatically in the event of its assignment.

     The Management Agreement must be approved by a majority of Trustees of
the Trust who are not parties to the Agreement or "interested persons" of
any such party.  The Agreement must also be approved by the holders

                                    -3-



of a "majority of the outstanding voting securities" of the Portfolio,
which for this purpose means the affirmative vote of the lesser of  (1)
67% or more of the shares of the Portfolio present at the Meeting if
more than 50% of the outstanding shares are present at the Meeting in
person or by proxy and (2) more than 50% of the outstanding shares of
the Portfolio.

     If approved by the shareholders of the Portfolio, it is intended that
the proposed Management  Agreement will take effect on May __, 1995, and
will continue in effect until May __, 1997 and thereafter for successive
annual periods as long as such continuance is approved in accordance with
the 1940 Act.

     A copy of the Management Agreement is attached to this proxy statement
as Exhibit A.

     Comparison of the Current and Proposed Arrangement.  The proposed new
management arrangement for the Portfolio differs from the current
arrangement in that Mentor Perpetual would become responsible for the day-
to-day management of the Portfolio's investment operations, replacing
Perpetual (UK).  In addition, Commonwealth Advisors will no longer monitor
the investment operations of the Portfolio because Mentor Perpetual will
replace Commonwealth Advisors as investment adviser.  However, in managing
the Portfolio, Mentor Perpetual will employ all of the investment advisory
personnel of Perpetual (UK), who currently manage the Portfolio's
investments, including Scott McGlashan, who will continue to be portfolio
manager to the Portfolio.

     Information About Commonwealth Advisors, Inc.; Perpetual (UK); and
Mentor Perpetual.  Commonwealth Advisors, which was incorporated under the
laws of Virginia in 1991, is a wholly-owned subsidiary of Mentor Investment
Group, Inc., which, in turn, is a wholly-owned subsidiary of Wheat First
Butcher Singer, Inc. ("WFBS"), a diversified financial services holding
company.  MIG also serves as administrator to the Portfolio.  The address
of Commonwealth Advisors and MIG is 901 East Byrd Street, Richmond,
Virginia  23219.  Peter J. Quinn, President of the Trust, is the President
and sole director of Commonwealth Advisors.  He also serves as Managing
Director of WFBS and as a director of MIG.  Paul F. Costello, President of
the Trust, is Senior Vice President of Commonwealth Advisors.  John M.
Ivan, Secretary of the Trust, is Secretary of Commonwealth of Advisors.

     Perpetual (UK) is a corporation organized in February 1974 under the
laws of England.  Mr. Martyn Arbib, the chairman of Perpetual (UK), is its
principal executive officer.  Messrs. Roger C. Cornick, Alastair B.
McIntosh, Scott S. McGlashan, David S. Mossop, and Robert J. Yerbury are
the directors of Perpetual (UK).  Mr. Cornick serves as Deputy Chairman of
Marketing at Perpetual (UK).  Mr. McIntosh and Mr. McGlashan serve as
investment managers at Perpetual (UK).  The address of the chairman and the
directors is c/o Perpetual Portfolio Management Ltd., 48 Hart Street,
Henley-on-Thames, Oxfordshire, England RG92A2.  Perpetual (UK) is a wholly-
owned subsidiary of Perpetual plc, located at 48 Hart Street, Henley-on-
Thames, Oxfordshire, England RG92A2.

     Richard J. Rossi is the President and a director of Mentor Perpetual.
He serves as a Managing Director at MIG.  Daniel J. Ludeman, Chairman and
Trustee of the Trust, and Paul F. Costello, President of the Trust, also
are directors of Mentor Perpetual.  Mr. Ludeman is Chairman and Chief
Executive Officer of MIG and a Managing Director of Wheat, First
Securities, Inc.  Mr. Costello is also a Managing Director of MIG.  The
address of Messrs. Rossi, Ludeman, and Costello is c/o the Trust, 901 East
Bryd Street, Richmond, Virginia 23219.  Messrs. Arbib, Cornick, and Mossop
are also directors of Mentor Perpetual.  If the proposed Management
Agreement is adopted, the Trustees expect to elect Mr. McGlashan, an
officer of Mentor Perpetual, to be Vice President of the Portfolio.

                                  -4-



     Certain Brokerage Matters.  In executing portfolio transactions and
selecting brokers and dealers, Mentor Perpetual will seek the best overall
terms available.  The Management Agreement provides that, in assessing the
best overall terms available for any transaction, Mentor Perpetual shall
consider all factors it deems relevant, including, but not limited to, the
breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer, and
the reasonableness of the commission for the specific transaction and on a
continuing basis.  In addition, in selecting brokers or dealers to execute
a particular transaction, and, in evaluating the best terms available,
Mentor Perpetual may enter into transactions giving rise to brokerage
commissions to be executed by brokers and dealers that provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended) to the Portfolio or will be of
value to the Portfolio in the management of its assets or Mentor
Perpetual's performance of its management services provided to the
Portfolio.  Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to seeking the most
favorable price and execution available and such other policies as the
Trustees may determine, Mentor Perpetual may consider sales of shares of
the Portfolio as a factor in the selection of broker-dealers to execute
portfolio transactions for the Portfolio.

     Certain Payments to Affiliates.  In addition to investment advisory
fees, the Portfolio pays fees for certain administrative services provided
to the Portfolio and its shareholders.  In fiscal 1994, the Portfolio paid
$6,344 to MIG and $796 to Cambridge Administrative Services in fees for
these administrative services.  Also, the Portfolio pays Mentor
Distributors, Inc. (formerly Cambridge Distributors, Inc.) ("Mentor
Distributors"), the Portfolio's distributor, shareholder servicing fees and
fees under the Portfolio's Rule 12b-1 Distribution Plan.  In fiscal 1994,
the Portfolio paid $15,340 to Mentor Distributors for shareholder service
fees and $20,749 in distribution fees.  Mentor Distributors is located at
901 East Byrd Street, Richmond, Virginia  23219.

     Trustee Action; Required Shareholder Vote.  At a meeting held on April
12, 1995, the Trustees of the Trust voted to approve the Management
Agreement and to terminate the Portfolio's existing sub-advisory agreement
with Perpetual (UK), effective at such time as the Management Agreement
becomes effective.  If shareholders approve the Management Agreement, it is
expected to become effective on or about May 30, 1995.

     The required vote for the Management Agreement is the lesser of (1)
67% of the shares of the Portfolio represented at the Meeting, if more than
50% of the shares of the Portfolio are represented at the Meeting, or (2)
more than 50% of the outstanding shares of the Portfolio.  If shareholders
of the Portfolio do not approve the Management Agreement, the Portfolio's
current investment advisory arrangement will remain in effect, and the
Trustees will consider such alternative actions as may be in the best
interests of the Portfolio.

     THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE PORTFOLIO
VOTE TO APPROVE THE PROPOSED MANAGEMENT AGREEMENT.

OTHER MATTERS

     Forty percent of the shares, regardless of class, of the Portfolio
outstanding on the Record Date, present in person or represented by proxy,
are required to constitute a quorum for the transaction of business at the
Meeting.  Votes cast by proxy or in person at the Meeting will be counted
by persons appointed by persons appointed by the Trust as tellers for the
Meeting.  The tellers will count the total number of votes cast "for"
approval of the proposals for purposes of determining whether sufficient
affirmative votes have been cast.  The tellers will count all shares
represented by proxies that reflect abstentions and "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or the persons entitled to vote)
for purposes of determining the presence of a quorum.  With respect to
Proposal 1 abstentions and broker non-votes have the effect of a negative
vote on the proposal.

                                  -5-



     Although the Meeting is called to transact any other business that may
properly come before it, the only business that management intends to
present or knows that others will present is Proposal 1 in the Notice of
Meeting.  However, you are being asked on the enclosed proxy to authorize
the persons named therein to vote in accordance with their judgment with
respect to any additional matters which properly come before the Meeting,
and on all matters incidental to the conduct of the Meeting.

     Shareholder proposals to be presented at any future meeting of
shareholders of the Trust must be received by the Trust a reasonable time
before the Trust's solicitation of proxies for that meeting in order for
such proposals to be considered for inclusion in the proxy materials
relating to that meeting.

April __, 1995


                                  - 6 -



                                                              Exhibit A


                     MENTOR PERPETUAL GLOBAL PORTFOLIO
                                   of
                            THE MENTOR FUNDS

                INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

     This Investment Advisory and Management Agreement dated as of May ,
1995 between THE MENTOR FUNDS, a Massachusetts business trust (the
"Trust"), and MENTOR PERPETUAL INVESTMENT ADVISORS, L.C., a Virginia
corporation (the "Manager")

     WITNESSETH:

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

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

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

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

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

                                 - 7 -



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

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

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

2.  OTHER AGREEMENTS, ETC.

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

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

     As compensation for the services performed and the facilities
furnished and expenses assumed by the Manager, including the services of
any consultants retained by the Manager, the Portfolio shall pay the
Manager, as promptly as possible after the last day of each month, a fee,
calculated daily, of 1.10% annually of the Portfolio's average daily net
assets up to $75 million, and 1.00% annually of the Portfolio's average
daily net assets over $75 million.  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, and shall constitute a full payment of
the fee due the Manager for all services prior to that date.  If this
Agreement is terminated as of any date that is not the last day of a month,
such fee shall be paid as promptly as possible after such date of
termination, shall be based on the average daily net assets of the
Portfolio in that period from the beginning of such month to such date of
termination, and shall be that proportion of such average daily net assets
as the number of business days in such period bears to the number of
business days in such month.

                                 - 8 -



The average daily net assets of the Portfolio shall in all cases be
based only on business days and be computed as of the time of the
regular close of business of the New York Stock Exchange, or such other
time as may be determined by the Trustees.  Each such payment shall be
accompanied by a report of the Trust prepared either by the Trust or by
a reputable firm of independent accountants which shall show the amount
properly payable to the Manager under this Agreement and the detailed
computation thereof.

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

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

5.  EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

     This Agreement shall become effective upon its execution and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:

     (a)  Either party hereto may at any time terminate this Agreement by
not more than sixty days nor less than thirty days written notice delivered
or mailed by registered mail, postage prepaid, to the other party, or

     (b)  If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Portfolio,
and (ii) a majority of the Trustees of the Trust who are not interested
persons of the Trust or of the Manager, by vote cast in person at a meeting
called for the purpose of voting on such approval, do not specifically
approve at least annually the continuance of this Agreement, then this
Agreement shall automatically terminate at the close of business on May  ,
1997 or the expiration of one year from the effective date of the last such
continuance, whichever is later.

     Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority
of the outstanding shares of the Portfolio.

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


                                 - 9 -



6.  CERTAIN DEFINITIONS.

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

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

7.  NON-LIABILITY OF MANAGER.

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

8.  LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

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


                                 - 10 -



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

                    THE MENTOR FUNDS
                    on behalf of MENTOR PERPETUAL GLOBAL PORTFOLIO


                    By:_____________________________________

                    MENTOR PERPETUAL INVESTMENT ADVISORS, L.C.


                    By:______________________________________



                                 - 11 -





THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.  The Trustees
recommend a vote FOR the proposal below.


1. To approve the Investment Advisory and     [ ] FOR [ ] AGAINST [ ] ABSTAIN
   Management Agreement relating to the
   Portfolio between The Mentor Funds and
   Mentor Perpetual Investment Advisors, Inc.

2. Such other matters as may properly come before the meeting.

  PLEASE SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.





MENTOR PERPETUAL GLOBAL PORTFOLIO           PROXY SOLICITED BY THE TRUSTEES
A SERIES OF THE MENTOR FUNDS

         PROXY FOR SPECIAL MEETING OF SHAREHOLDERS -- MAY 30, 1995

The undersigned hereby appoints Peter J. Quinn, Daniel J. Ludeman, and Paul
F. Costello, and each of them, proxies, with power of substitution to each,
and hereby authorizes them to represent and to vote, as designated below,
at the Special Meeting of Shareholders of the Mentor Perpetual Global
Portfolio (the "Portfolio"), a series of The Mentor Funds (the "Trust"), on
Tuesday, May 30, 1995 at 9:00 a.m. Eastern time, and at any adjournments
thereof, all of the shares of the Portfolio which the undersigned would be
entitled to vote if personally present.

                   NOTE:  Please sign exactly as your name appears on
                   this card.  All joint owners should sign.  When
                   signing as executor, administrator, attorney,
                   trustee, or guardian or as custodian for a minor,
                   please give full title as such.  If a corporation,
                   please sign in full corporate name and indicate
                   the signer's office.  If a partner, sign in the
                   partnership name.

                   Signature(s)____________________________________

                   ________________________________________________

                   Date ___________________________________________