[LOGO OF MENTOR INVESTMENT GROUP APPEARS HERE]

                                 MENTOR FUNDS

                       SUPPLEMENT TO CLASS A & B SHARES
                      PROSPECTUS DATED DECEMBER 15, 1998

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                                 SPECIAL OFFER
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      For the period July 19, 1999 through August 17, 1999 (unless terminated
sooner as described below) (the "Offering Period"), Mentor Distributors, LLC
("Mentor Distributors"), the principal underwriter for the Mentor Funds will
waive the front-end sales charge on purchases of Class A shares of Mentor
Growth Portfolio, Mentor Capital Growth Portfolio, and Mentor Balanced
Portfolio (the "Portfolios"). In addition, Evergreen Distributor, Inc. will
waive the front-end sales charge on purchases of Class A shares of Evergreen
Global Leaders Fund, Evergreen Omega Fund, Evergreen Blue Chip Fund, Evergreen
Foundation Fund, Evergreen Growth and Income Fund, and Evergreen Tax Strategic
Foundation Fund (the "Evergreen Funds") during the Offering Period. Purchases
of Class A shares during the Offering Period will be at net asset value.

      Class A shares of the Portfolios purchased during the Offering Period
will be subject to a contingent deferred sales charge ("CDSC") according to
the following schedule:



      Time Held                                                            CDSC
      ---------                                                            ----
                                                                        
      12 months or less*.................................................. 2.00%
      More than 12 but less than 24 months*............................... 1.00%
      Thereafter..........................................................    0%

     --------
     * Time periods are calculated beginning with the first day of the
     calendar month  following the month in which the purchase is made.

      The CDSC will apply to the lesser of the net asset value of the shares
when (1) redeemed or (2) purchased. The CDSC will also apply to any redemption
during the CDSC period of shares of another Mentor fund acquired through
exchange of shares purchased through this special offer.

      Mentor Distributors will pay the selling broker a commission of 2.25% of
the offering price on sales of Class A shares of the Portfolios during the
Offering Period that, absent the special offer, would have been subject to a
front-end sales charge. The 2.25% commission will not apply to sales that
would have been at net asset value absent the special offer. Normal commission
rates will apply to such sales. The CDSC will not apply to shares purchased
without the payment of the 2.25% commission. Such shares will be subject to
the CDSC otherwise applicable, if any.

      Class A shares of the Portfolios purchased during the Offering Period on
which the 2.25% commission is paid may not be exchanged for shares of any
other Mentor fund for six months after the date of purchase.

      The Offering Period will terminate prior to August 17, 1999 if aggregate
sales of Class A shares of the Portfolios and the Evergreen Funds reach
approximately $100,000,000. Mentor Distributors reserves the right to extend
this offer beyond the Offering Period or beyond the time when such aggregate
sales exceed $100,000,000.

July 1, 1999



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