SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: 202-775-8190
FACSIMILE: 202-293-2275
767 THIRD AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: 212-486-8200 TELEPHONE: 617-338-2800
FACSIMILE: 212-758-2151 FACSIMILE: 617-338-2880
September 15, 1999
VIA EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Mentor Funds
(Mentor Balanced Portfolio)
-Registration Statement on Form N-14
CIK 0000883428
(File No. 333-82853)
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
please accept this letter as certification that the Prospectus/Proxy Statement
and Statement of Additional Information for Mentor Balanced Portfolio do not
differ from that contained in Post-Effective Amendment No. 1 (the "Amendment")
to Mentor Funds' Registration Statement on Form N-14AE. The Amendment was filed
electronically on August 26, 1999 and became automatically effective on August
26, 1999.
Any comments on this filing may be directed to the undersigned at
(202) 775-8190.
Very truly yours,
/s/Robert N. Hickey, Esq.
-------------------------
Robert N. Hickey, Esq.
cc: Michael H. Koonce, Esq.
Timothy W. Diggins, Esq.
-1-
<PAGE>
