THRESHOLD ADVISOR FUNDS INC
N-1A/A, EX-99.B13.I, 2000-12-19
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                        Kennedy Capital Management, Inc.
                              10829 Olive Boulevard
                               St. Louis, MO 63141


                                December 14, 2000



Threshold Advisor Funds, Inc.
10829 Olive Boulevard
St. Louis, Missouri 63141

Gentleman/Ladies:

         We are writing in  connection  with the 10,000 shares of Class I common
stock of Threshold  Small Cap Value Fund, a series of Threshold  Advisor  Funds,
Inc. that we have purchased from you at a price of $10.00 per share.  This is to
advise you that the shares we have purchased were purchased for investment  only
with no present  intention of selling  such  shares,  and we do not now have any
intention of selling such shares.

                                             Very truly yours,
                                             Kennedy Capital Management, Inc.



                                            /s/ Charles W. Schweizer
                                            Charles W. Schweizer
                                            President




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