EXHIBIT 5(iii)(b) November 1, 1996 Mentor Investment Advisors, LLC 901 East Byrd Street Richmond, Virginia 23219 Ladies and Gentlemen: Effective today, we hereby transfer to you all of our rights and obligations under the Investment Advisory Agreement...

                                                              EXHIBIT 5(iii)(b)

   
                                November 1, 1996
    

Mentor Investment Advisors, LLC
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Ladies and Gentlemen:
   
         Effective today, we hereby transfer to you all of our rights and
obligations under the Investment Advisory Agreement dated May 20, 1993, in
respect of the Mentor Income & Growth Portfolio of the Mentor Funds and you
hereby accept and assume any and all of such rights and obligations. If this
letter is consistent with your understanding of the agreement between us, please
acknowledge your acceptance by signing in the space indicated below.
    
                                 Very truly yours,

                                 Commonwealth Advisors, Inc.
                                 (formerly Cambridge Investment Advisors, Inc.)


                                 By:______________________________
                                      Name:
                                      Title:


Acknowledged and accepted:

Mentor Investment Advisors, LLC


By:_________________________
     Name:
     Title: