MENTOR FUNDS 901 East Byrd Street Richmond, Virginia 23211 May 10, 1999 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: Mentor Funds (File Nos. 33-45315; 811-6550) Ladies and Gentlemen: Mentor Funds (the "Trust") hereby applies, pursuant to paragraph (a) of Rule 477 under the Securities Act of 1933, as amended, to withdraw Post-Effective Amendment No. 23 to the Trust's Registration Statement on Form N-1A, filed with the Commission on March 5, 1999 ("Amendment No. 23"). The Trust is applying for such withdrawal in light of the determination of the Trust not to make a public offering at this time of a new series of the Trust (Mentor Value Portfolio) that was the subject of the disclosure in Amendment No. 23. Very truly yours, /s/ Paul F. Costello Paul F. Costello President