EXHIBIT (l)(i)

March 28, 1994

Bridgeway Fund, Inc.
5650 Kirby Drive, Suite 141
Houston, TX 77005-2443

Dear Ladies and Gentlemen:

You have advised us that you are a newly organized corporation with intends to
engage in the business of an investment company registered under the Investment
Company Act of 1940 (the "40 Act"). You have also indicated that you intend to
made a public offering of your securities, and that in order to do this you are
required, pursuant to Section 14(a) of the 40 Act, to have a net worth of at
least $100,000 authorized and unissued shares (the "Shares") of the Common stock
of your three initial portfolios in whatever combination we desire, in order to
provide your company with the minimum required net worth.

In order to induce you to issue and sell the Shares to us, we hereby represent
to you as follows:

In connection with our proposed investment in the Shares, we have reviewed the
Registration Statement on Form N-1A which you have filed with the Securities and
Exchange Commission including the Exhibits thereto. We have had an opportunity
to ask questions about this proposed investment and have received satisfactory
answers to all such questions.

We intend to acquire the Shares for our own account, and not as a nominee or
representative for anyone else, for investment, and not with a view to the
resale or distribution thereof. We expressly agree not to sell, transfer, assign
(except to a wholly owned subsidiary or to a parent) nor request redemption of
the Shares for a period of at least 24 months from the date they are issued to
us. We agree not to resell the Shares, unless in the opinion of your counsel
such sale may be made without violation of any law or regulation including the
registration provisions of the Securities Act of 1933.

It is understood that we intend to act as underwriter and distributor of your
stock (other than the Shares referred to in this letter). The representations
set forth in the preceding paragraph should not apply to any of your stock which
we may acquire and/or sell as such underwriter and distributor nor to any of
your stock (other than the Shares) hereafter acquired by us for our own account.

Sincerely,

Miles D. Harper, III



May 12, 1994

Bridgeway Fund, Inc.
5650 Kirby Drives Suite 141
Houston, TX 77005-2443

To the Fund:

You have advised me that you are a newly organized corporation with intends to
engage in the business of an investment company registered under the Investment
Company Act of 1940 (the "40 Act"). You have also indicated that you intend to
made a public offering of your securities, and that in order to do this you are
required, pursuant to Section 14(a) of the 40 Act, to have a net worth of at
least $100,000 authorized and unissued shares (the "Shares") of the Common stock
of your three initial portfolios in any combination, in order to provide your
company with the minimum required net worth.

In order to induce you to issue and sell the Shares to us, I hereby represent to
you as follows:

In connection with our proposed investment in the Shares, I have reviewed the
Registration Statement on Form N-1A which you have filed with the Securities and
Exchange Commission including the Exhibits thereto. I have had an opportunity to
ask questions about this proposed investment and have received satisfactory
answers to all such questions.

I intend to acquire the Shares for my account, and not as a nominee or
representative for anyone else, for investment, and not with a view to the
resale or distribution thereof. I expressly agree not to sell, transfer, assign
(except to a wholly owned subsidiary or to a parent) nor request redemption of
the Shares for a period of at least 24 months from the date they are issued to
us. I agree not to resell the Shares, unless in the opinion of your counsel such
sale may be made without violation of any law or regulation including the
registration provisions of the Securities Act of 1933.

The representations set forth in the preceding paragraph should not apply to any
of your stock which Bridgeway Capital Management, Inc., as underwriter and
distributor or your stock, may acquire and/or sell as such underwriter and
distributor nor to any of your stock (other than the Shares) hereafter acquired
by me for my own account.

Sincerely,

Ann M. Montgomery



May 12, 1994

Bridgeway Fund, Inc.
5650 Kirby Drives Suite 141
Houston, TX 77005-2443

To the Fund:

You have advised me that you are a newly organized corporation with intends to
engage in the business of an investment company registered under the Investment
Company Act of 1940 (the "40 Act"). You have also indicated that you intend to
made a public offering of your securities, and that in order to do this you are
required, pursuant to Section 14(a) of the 40 Act, to have a net worth of at
least $100,000 authorized and unissued shares (the "Shares") of the Common stock
of your three initial portfolios in any combination, in order to provide your
company with the minimum required net worth.

In order to induce you to issue and sell the Shares to us, I hereby represent to
you as follows:

In connection with our proposed investment in the Shares, I have reviewed the
Registration Statement on Form N-1A which you have filed with the Securities and
Exchange Commission including the Exhibits thereto. I have had an opportunity to
ask questions about this proposed investment and have received satisfactory
answers to all such questions.

I intend to acquire the Shares for my account, and not as a nominee or
representative for anyone else, for investment, and not with a view to the
resale or distribution thereof. I expressly agree not to sell, transfer, assign
(except to a wholly owned subsidiary or to a parent) nor request redemption of
the Shares for a period of at least 24 months from the date they are issued to
us. I agree not to resell the Shares, unless in the opinion of your counsel such
sale may be made without violation of any law or regulation including the
registration provisions of the Securities Act of 1933.

The representations set forth in the preceding paragraph should not apply to any
of your stock which Bridgeway Capital Management, Inc., as underwriter and
distributor or your stock, may acquire and/or sell as such underwriter and
distributor nor to any of your stock (other than the Shares) hereafter acquired
by me for my own account.

Sincerely,

John N. R. Montgomery



May 7, 1994

Bridgeway Fund, Inc.
5650 Kirby Drive, Suite 141
Houston, TX 77005-2443

To the Fund:

You have advised us that you are a newly organized corporation with intends to
engage in the business of an investment company registered under the Investment
Company Act of 1940 (the "40 Act"). You have also indicated that you intend to
made a public offering of your securities, and that in order to do this you are
required, pursuant to Section 14(a) of the 40 Act, to have a net worth of at
least $100,000 authorized and unissued shares (the "Shares") of the Common stock
of your three initial portfolios in whatever combination we desire, in order to
provide your company with the minimum required net worth.

In order to induce you to issue and sell the Shares to us, we hereby represent
to you as follows:

In connection with our proposed investment in the Shares, we have reviewed the
Registration Statement on Form N-1A which you have filed with the Securities and
Exchange Commission including the Exhibits thereto. We have had an opportunity
to ask questions about this proposed investment and have received satisfactory
answers to all such questions.

We intend to acquire the Shares for our own account, and not as a nominee or
representative for anyone else, for investment, and not with a view to the
resale or distribution thereof. We expressly agree not to sell, transfer, assign
(except to a wholly owned subsidiary or to a parent) nor request redemption of
the Shares for a period of at least 24 months from the date they are issued to
us. We agree not to resell the Shares, unless in the opinion of your counsel
such sale may be made without violation of any law or regulation including the
registration provisions of the Securities Act of 1933.

It is understood that we intend to act as underwriter and distributor of your
stock (other than the Shares referred to in this letter). The representations
set forth in the preceding paragraph should not apply to any of your stock which
we may acquire and/or sell as such underwriter and distributor nor to any of
your stock (other than the Shares) hereafter acquired by us for our own account.

Sincerely,

Bethany Hays



January 14, 1994

Bridgeway Fund, Inc.
5650 Kirby Drive, Suite 141
Houston, TX 77005-2443

Ladies and Gentlemen:

You have advised us that you are a newly organized corporation with intends to
engage in the business of an investment company registered under the Investment
Company Act of 1940 (the "40 Act"). You have also indicated that you intend to
made a public offering of your securities, and that in order to do this you are
required, pursuant to Section 14(a) of the 40 Act, to have a net worth of at
least $100,000 authorized and unissued shares (the "Shares") of the Common stock
of your three initial portfolios in whatever combination we desire, in order to
provide your company with the minimum required net worth.

In order to induce you to issue and sell the Shares to us, we hereby represent
to you as follows:

In connection with our proposed investment in the Shares, we have reviewed the
Registration Statement on Form N-1A which you have filed with the Securities and
Exchange Commission including the Exhibits thereto. We have had an opportunity
to ask questions about this proposed investment and have received satisfactory
answers to all such questions.

We intend to acquire the Shares for our own account, and not as a nominee or
representative for anyone else, for investment, and not with a view to the
resale or distribution thereof. We expressly agree not to sell, transfer, assign
(except to a wholly owned subsidiary or to a parent) nor request redemption of
the Shares for a period of at least 24 months from the date they are issued to
us. We agree not to resell the Shares, unless in the opinion of your counsel
such sale may be made without violation of any law or regulation including the
registration provisions of the Securities Act of 1933.

It is understood that we intend to act as underwriter and distributor of your
stock (other than the Shares referred to in this letter). The representations
set forth in the preceding paragraph should not apply to any of your stock which
we may acquire and/or sell as such underwriter and distributor nor to any of
your stock (other than the Shares) hereafter acquired by us for our own account.

Sincerely,

John N. Montgomery
President