MENTOR INCOME FUND, INC.                KARPUS MANAGEMENT, INC.
             200 Berkeley Street           d/b/a KARPUS INVESTMENT MANAGEMENT
        Boston, Massachusetts  02116             14 A Tobey Village Park
                                                  Pittsford, N.Y.  14534


                                                          October 17, 2000

Dear Mentor Income Fund Shareholders:

         We are pleased to report that  Mentor Income Fund, Inc.  ("Mentor") and
Karpus  Investment Management ("Karpus") have reached an agreement regarding the
proposed transaction between  Mentor and U.S. Bank  National  Association ("U.S.
Bank").

         Specifically,  the Board of  Directors  of Mentor  has  authorized  and
agreed to take the following measures:

         1.  Mentor  will  make a tender  offer,  open to all  shareholders,  to
         purchase twenty percent (20%) of the outstanding  shares of Mentor,  at
         one hundred percent (100%) of net asset value, less any expenses of the
         tender offer, during April 2001; and

         2. If the average  discount between Mentor's market price and net asset
         value per share  exceeds  five  percent  (5%)  during the  twelve  (12)
         calendar weeks  preceding  February 1, 2003,  Mentor will make a tender
         offer, open to all shareholders,  to purchase an additional ten percent
         (10%) of the  outstanding  shares of  Mentor,  at one  hundred  percent
         (100%) of net asset  value,  less any  expenses  of the  tender  offer,
         during April 2003 and upon the board  determining at that time that the
         tender  offer  continues  to be in the  best  interest  of  the  Fund's
         shareholders.

         In light of this  agreement  by Mentor and after  receiving  assurances
that U.S.  Bank (if named  investment  advisor  to  Mentor)  would  support  and
recommend such action,  Karpus is withdrawing its  solicitation in opposition to
Mentor's  proposals to the shareholders.  Therefore,  Karpus is hereby notifying
all  shareholders  who have  appointed  Karpus as its proxy that Karpus will not
exercise  the  powers   granted  under  such  proxies.   Accordingly,   if  such
shareholders  wish to vote on the proposals  they must appoint  another proxy or
attend the meeting in person.

         In  connection  with the  foregoing,  Mentor has included a WHITE Proxy
card with this letter and urges shareholders to take this opportunity to approve
the proposals regarding the transaction between Mentor and U.S. Bank.

Sincerely,

/s/ W. Douglas Munn                         /s/ George W. Karpus

W. Douglas Munn                             George W. Karpus
President                                   President
Mentor Income Fund, Inc.                    Karpus Management, Inc.