UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number            811-08200            

                                 Bridgeway Funds, Inc.                                

(Exact name of registrant as specified in charter)

20 Greenway Plaza, Suite 450

                                              Houston, Texas 77046                                             

(Address of principal executive offices) (Zip code)

Tammira Philippe, President

Bridgeway Funds, Inc.

20 Greenway Plaza, Suite 450

                                              Houston, Texas 77046                                             

(Name and address of agent for service)

Registrant’s telephone number, including area code: (713) 661-3500

Date of fiscal year end: June 30

Date of reporting period: December 31, 2020

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

(a) Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

The Report to Shareholders is attached herewith.

 

 A no-load mutual fund family 

Semi-Annual Report

December 31, 2020 (Unaudited)

AGGRESSIVE INVESTORS 1	BRAGX
ULTRA-SMALL COMPANY	BRUSX
(Open to Existing Investors — Direct Only)
ULTRA-SMALL COMPANY MARKET	BRSIX
SMALL-CAP GROWTH	BRSGX
SMALL-CAP VALUE	BRSVX
BLUE CHIP	BRLIX
MANAGED VOLATILITY	BRBPX

bridgewayfunds.com

TABLE OF CONTENTS  

Letter from the Investment Management Team	1
AGGRESSIVE INVESTORS 1 FUND
Manager’s Commentary	6
Schedule of Investments	10
ULTRA-SMALL COMPANY FUND
Manager’s Commentary	12
Schedule of Investments	16
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary	20
Schedule of Investments	24
SMALL-CAP GROWTH FUND
Manager’s Commentary	33
Schedule of Investments	37
SMALL-CAP VALUE FUND
Manager’s Commentary	40
Schedule of Investments	44
BLUE CHIP FUND
Manager’s Commentary	47
Schedule of Investments	52
MANAGED VOLATILITY FUND
Manager’s Commentary	54
Schedule of Investments	58
STATEMENTS OF ASSETS AND LIABILITIES	66
STATEMENTS OF OPERATIONS	68
STATEMENTS OF CHANGES IN NET ASSETS	70
STATEMENTS OF CHANGES IN NET ASSETS	72
FINANCIAL HIGHLIGHTS	73
Notes to Financial Statements	80
Other Information	93
Disclosure of Fund Expenses	94

 

December 31, 2020 (Unaudited)

Bridgeway Funds Standardized Returns as of December 31, 2020* (Unaudited)

			Annualized
Fund	Quarter	Six Months	1 Year	5 Years	10 Years	15 Years	Inception to Date	Inception Date	Gross Expense Ratio2	Net Expense Ratio2
Aggressive Investors 1	18.41%	27.38%	14.35%	8.87%	9.41%	5.14%	11.97%	8/5/1994	1.22%	1.22%
Ultra-Small Company	34.59%	44.47%	31.31%	7.52%	7.09%	5.77%	12.80%	8/5/1994	2.06%	2.06%
Ultra-Small Co Market	37.09%	46.45%	25.53%	10.39%	10.11%	6.66%	10.30%	7/31/1997	1.01%1	0.94%1
Small-Cap Growth	29.39%	38.55%	13.38%	9.98%	11.38%	6.02%	7.12%	10/31/2003	1.22%1	0.94%1
Small-Cap Value	32.79%	44.93%	12.04%	8.75%	9.02%	5.72%	7.20%	10/31/2003	1.12%1	0.94%1
Blue Chip	12.75%	21.40%	13.51%	14.46%	13.35%	9.69%	8.11%	7/31/1997	0.27%1	0.15%1
Managed Volatility	5.94%	9.20%	10.55%	5.64%	5.17%	3.99%	4.36%	6/30/2001	1.28%1	0.95%1

Bridgeway Funds Returns for Calendar Years 2006 through 2020* (Unaudited)

	2006	2007	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020
Aggressive Investors 1	7.11%	25.80%	-56.16%	23.98%	17.82%	-10.31%	21.58%	42.21%	14.99%	-9.82%	19.47%	18.44%	-22.44%	21.85%	14.35%
Ultra-Small Company	21.55%	-2.77%	-46.24%	48.93%	23.55%	-14.64%	24.49%	55.77%	-0.56%	-16.12%	14.06%	3.88%	-15.68%	9.51%	31.31%
Ultra-Small Co Market	11.48%	-5.40%	-39.49%	25.96%	24.86%	-7.86%	19.83%	50.91%	4.61%	-8.28%	21.47%	12.47%	-17.12%	15.34%	25.53%
Small-Cap Growth	5.31%	6.87%	-43.48%	15.05%	11.77%	-0.63%	11.05%	48.52%	6.13%	4.93%	16.10%	19.62%	-11.21%	15.10%	13.38%
Small-Cap Value	12.77%	6.93%	-45.57%	26.98%	16.56%	1.05%	20.99%	39.72%	0.79%	-9.43%	26.79%	7.11%	-13.06%	14.98%	12.04%
Blue Chip	15.42%	6.07%	-33.30%	26.61%	10.60%	3.17%	15.20%	31.67%	11.51%	2.17%	13.18%	18.43%	-1.48%	31.05%	13.51%
Managed Volatility	6.65%	6.58%	-19.38%	12.39%	5.41%	1.94%	6.46%	9.25%	5.95%	0.17%	2.42%	8.18%	-3.97%	11.88%	10.55%

Performance figures quoted represent past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than original cost. To obtain performance current to the most recent month-end, please visit bridgeway.com or call 1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains. Periods of less than one year are not annualized.

¹ Some of the Fund’s fees were waived or expenses reimbursed; otherwise, returns would have been lower. The Adviser is contractually obligated to waive fees and/or pay expenses. Any material change to this Fund policy would require a vote by shareholders.

² Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2020.

* Numbers highlighted indicate periods when the Fund outperformed its primary benchmark.

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding a Fund’s risks, objectives, fees and expenses, experience of its management, and other information. Investors should read the prospectus carefully before investing in a Fund. For questions or other Fund information, call 1-800-661-3550 or visit the Funds’ website at bridgeway.com. Funds are available for purchase by residents of the United States, Puerto Rico, US Virgin Islands and Guam only.

The views expressed here are exclusively those of Fund management. These views, including those relating to the market, sectors, or individual stocks, are not meant as investment advice and should not be considered predictive in nature.

i bridgeway.com | December 31, 2020 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM   

December 31, 2020

Dear Fellow Shareholders,

Performance across domestic equity markets was positive for the December quarter, helping push the broad stock market higher for the 2020 calendar year. Stocks in all size and style categories recorded positive returns for the year, but large stocks and growth stocks substantially outperformed smaller stocks and value stocks. As a result, large-cap growth stocks delivered the year’s best performance. Market highlights appear on page 2. In this environment, the Bridgeway Funds performed within design expectations, guided by our statistically driven, evidence-based investment approach. Please see the enclosed letters for a detailed explanation of each Fund’s performance during the quarter and the calendar year. We hope you find the letters helpful.

Small-cap value stocks rallied in the December quarter, though not enough to overcome their performance gap versus large growth stocks from earlier in the year. However, historical market data still shows a long-term return premium for small-cap value stocks—and particularly for smaller and deeper value stocks within the small-cap value universe. We examine this data and provide some context for small-cap value’s recent performance in “Small Value: One of These Things is Not Like the Other,” on page 2.

This year saw Bridgeway again receive recognition as one of the “Best Places to Work in Money Management”¹ from the publication Pensions & Investments. Read why we believe this award reflects our team’s commitment to the principles of relational investing, which seeks to bridge the gap between results for investors and returns for humanity, in “The Bridgeway Difference Makes our Firm One of the ‘Best Places to Work in Money Management,’” on page 4.

Finally, Bridgeway’s President and CEO, Tammira Philippe, shares a story that illustrates how Bridgeway puts its principles into action—even if that means not taking action. Explore this paradox in “The Value in What We Don’t Do,” on page 4.

As always, we appreciate your feedback. We take your comments very seriously and regularly discuss them to help us manage our Funds and this company. Please keep your ideas coming—both favorable and critical. They provide us with a vital tool to serve you better.

Sincerely,

Your Investment Management Team 

John Montgomery	Christine L. Wang	Michael Whipple
Elena Khoziaeva	Dick Cancelmo

¹ Pensions & Investments is a global news source that provides timely and incisive coverage of events affecting the money management and retirement businesses. Since 2012, Pensions & Investments conducted an annual survey and recognition program dedicated to identifying and recognizing best employers in money management industry. An anonymous employee survey, to measure the employee experience, accounts for 75% of a firm’s score; an employer survey, which evaluates workplace policies, practices, philosophy, systems and demographics, makes up 25%. They found the best employers in 2020 stepped up with policies and practices to support and protect employees’ physical and emotional health, while continuing to keep the focus on clients’ needs. Pensions & Investments named 94 firms for 2020 (76 for 2019, 69 for 2018, 61 for 2017, 34 for 2015, and 29 for 2014) as Best Places to Work in Money Management. 

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

December 31, 2020

Market Review

Domestic equity markets rose during the quarter ended December 31, 2020, helping stocks finish the year with strong gains despite an early market sell-off and the economic disruption caused by the coronavirus pandemic. Following a brief pullback in October, the markets rebounded over the rest of the quarter after the November presidential election reduced political uncertainty and the approval of two coronavirus vaccines boosted investor confidence in a potential economic recovery. The S&P 500 returned +12.2% for the quarter, and the Dow Jones Industrial Average returned +10.7%. For the full year ended December 31, 2020, the S&P 500 and the DJIA returned +18.4% and +9.7%, respectively.

All US equity style categories, as defined by Russell Indexes, recorded positive returns for the quarter, but smaller stocks out-performed larger stocks across style categories, and value stocks outperformed growth stocks. As a result, small-cap value stocks had the best performance during the quarter ended December 31, 2020, returning +33.4%, while large-cap growth stocks lagged on a relative basis, returning +11.4%.

All sectors of the S&P 500 had positive returns for the quarter. The Energy sector led the gains, returning +27.8%, followed by Financials (+23.1%) and Industrials (+15.7%). The Real Estate sector delivered the lowest returns (+4.9%).

Below are the stock market style box returns for the quarter and the calendar year.

	December 2020 Quarter				Calendar Year Ended December 2020
	Value	All	Growth		Value	All	Growth
Large	16.25%	13.69%	11.39%	Large	2.80%	20.96%	38.49%
Mid	20.43%	19.91%	19.02%	Mid	4.96%	17.10%	35.59%
Small	33.36%	31.71%	29.61%	Small	4.63%	19.96%	34.63%

Small Value: One of These Things is Not Like the Other

By Andrew Berkin, PhD, Director of Research; Christine Wang, CFA, CPA, Portfolio Manager; and Tammira Philippe, CFA, President and CEO.

During the past few years, you’ve likely read Bridgeway’s thinking on the recent underperformance of value vs. growth, and why the long-term historical data tells us that it’s still worth it for value investors to stay the course. You might recall our past article noting that the gap between large-cap growth and large-cap value performance, in particular, has been historically wide, thanks to the surging prices of some large-cap growth stocks. But our research team is focused on analyzing the performance of value in the overall US stock market, and in this article, we’re taking a closer look at the data for small-cap value stocks.

As with value in the market overall, the results for small-cap value over the last decade are starkly different than long-term results back to 1926. For readers who remember the old Sesame Street song “One of These Things,” you might say that One of These (Time Periods) is Not Like the Others.

As the table below shows, there has been a 2.33% annualized benefit in return for the very smallest and deepest value companies (15.39%), shown in the bottom row and last column of the table, compared to the next smallest and next deepest value companies (13.06%), shown in the fourth column and fourth row of the table, for almost 95 years.

2 Semi-Annual Report | December 31, 2020 

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

December 31, 2020

US Stock Market Since 7/1926 (Annualized), as of 9/30/2020

	Growth	Mid-Growth	Mid	Mid-Value	Value
Big	9.97%	9.54%	10.27%	8.65%	10.44%
Med-Big	10.38%	10.76%	11.61%	12.37%	11.62%
Medium	9.21%	12.28%	12.22%	13.37%	12.66%
Med-Small	7.55%	11.77%	12.48%	13.06%	14.29%
Small	2.62%	6.67%	11.04%	13.86%	15.39%

Source: Bridgeway, Ken French data library, total US stocks formed into 25 portfolios based on size exposure, defined by market capitalization, and value exposure, defined by price-to-book ratios.

On the other hand, for the last 10 years, the benefit was only 0.90% annualized for the additional small value exposure, even after including a 13.51% advantage in the last year. 

 

US Small Value Stocks, Annualized Returns as of 9/30/20  

Source: Ken French data library and Bridgeway calculations.

These results illustrate another important point: One of These (Portfolios) Is Not Like the Others. The variation of returns reminds us that the level of capitalization and value exposure truly matters, even among different small-cap value strategies.

When a segment of the market does well, investors should expect the portfolio with the most exposure to the factors explaining the segment’s outperformance to have the highest return. And when a segment of the market does poorly, investors should expect that the same portfolio with the most exposure to the factors will underperform.

Performance across small-cap value portfolios can diverge significantly, particularly when the asset class is either doing significantly better or worse than the overall US market. This has definitely been the case over the last decade. Divergence is usually driven by meaningful differences in size of companies held, valuation of companies held, measures of value used, and differences in allocations across sectors like REITs and utilities. These performance differences rarely indicate that a portfolio is not efficiently delivering the expected returns. Instead, performance differences arise because of differences in portfolio design. A portfolio focused on the stocks with smaller size and deeper value will indeed not look like other small-cap value portfolios lacking that depth of exposure.

bridgewayfuns.com  3

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

December 31, 2020

So, as we sit in one of those periods that has not been like the others, what can small-cap value investors do? We at Bridgeway focus on the intersection of what matters and what we can control. We have discovered the power in the paradox that often the best thing for investors to do is “very little.”

As leaders in relational investing, we suggest being guided by principles and staying invested in your outcome. Diversification is a crucial concept for all investors, and for Bridgeway it includes not just the way we invest but also how we run our firm and the people we hire. We do not make dramatic changes to our portfolios because we are in a pandemic, recession, bear market, or other challenging time—and we think all investors should avoid the temptation. These moves are potentially costly in terms of trading needed to implement those changes and the substantial risks of not getting that timing call exactly right.

The Bridgeway Difference Makes our Firm One of the “Best Places to Work in Money Management”

In December 2020, Bridgeway was again named one of the Best Places to Work in Money Management by Pensions & Investments, an international publication that covers the money management industry. It’s the sixth time that we’ve received this recognition since 2014.

We’re especially proud of this achievement because it shows how deeply everyone at Bridgeway has embraced our mission to bridge the gap between results for investors and returns for humanity. Our diverse team is made up of individuals with unique skills and experience. But they all share a passion for applying the science of statistics to investment management, along with a determination to serve as stewards of our organization, our clients’ resources, and the community at large.

By creating this unique culture, we know that we’ll never lose sight of our Firm’s purpose: to help our clients prosper, create positive impact in the world, and change the investment industry for the better.

The Value in What We Don’t Do

By Tammira Philippe, CFA, President and CEO

Sometimes, it’s what we don’t do that makes all the difference. In 2005, brand new to Bridgeway and investing, I led the Bridgeway team in deciding NOT to launch a new small-cap value strategy. The research and evidence for this particular investment strategy had always been compelling, but that was not enough. Relational investing has to be grounded in strong relationships—in the data and with our clients, colleagues, and community. We asked ourselves, could we identify and serve the investors that this particular strategy could help the most? Certainly, I don’t want to overstate my role at the time. I didn’t know a lot about investing yet, but I did know how to ask for help and tap into the wisdom of the team, consistent with our principles of “state where you stand” and “stay curious.” Through dialogue and analysis with the team, and aligned with our principle of intentionality in all that we do, we decided to hold off on launching the new strategy until we had more evidence and confidence that we could identify and develop strong relationships with our target client base—a specialized group of financial advisors.

Fast forward five years to 2010. I received an email from some professionals in the advisor community we wanted to serve, who asked, “Have you ever considered launching this type of small-value strategy?” It seemed too good to be true! We said yes and inquired more about their needs, adhering to our principle of investing in your outcome. That was the beginning of an incredible journey and partnership, with Bridgeway launching and currently managing two small-cap value strategies dedicated to the needs of this specialized group of advisors and institutions.

Through the process and collaboration, we learned that our principles had played a key role in the relationship. Specifically, in 2000, Bridgeway had closed a strategy to new investment after an extraordinary 1999 led to dramatic inflows in 2000. While we definitely needed and appreciated the new assets, it seemed most plausible that many investors were chasing hot returns from 1999 and would be disappointed in the long term. So we closed the strategy temporarily, in line with our principles of “showing intentionality in all that we do,” “stating where you stand,” and “investing in your outcome.” Our principle that power is in the paradox became evident only years later in this case. None of us would have predicted that closing one strategy to new investors in 2000 would turn out to be a key element of building trust and credibility with investors to help us launch two new strategies ten years later in 2010 and 2011.

4 Semi-Annual Report | December 31, 2020 

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

December 31, 2020

On days when I struggle to say no and am disappointed to make the tough choices to prioritize, I try to remember this story, and the fact that sometimes, it’s what we don’t do that makes all the difference.

This is just one of many examples that support our belief that principles are the foundation of prosperity. We see the world differently at Bridgeway. We are leaders in relational investing, which bridges the gap between investment results and returns for humanity by taking an innovative approach to asset management. As a Bridgeway Funds shareholder, thank you for joining us on this mission.

bridgewayfunds.com  5

Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2020

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +18.41%, outperforming our primary market benchmark, the S&P 500 Index (+12.15%) and our peer benchmark, the Lipper Capital Appreciation Funds Index (+15.70%), but trailing the Russell 2000 Index (+31.37%). It was a good quarter.

For the calendar year, our Fund returned +14.35%, underperforming our primary market benchmark, the S&P 500 Index (+18.40%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+27.38%), and the Russell 2000 Index (+19.96%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (8/5/94)
Aggressive Investors 1 Fund	18.41	%	27.38	%	14.35	%	8.87	%	9.41	%	5.14	%	11.97	%
S&P 500 Index	12.15	%	22.16	%	18.40	%	15.22	%	13.88	%	9.88	%	10.39	%
Russell 2000 Index	31.37	%	37.85	%	19.96	%	13.26	%	11.20	%	8.91	%	9.68	%
Lipper Capital Appreciation Funds Index	15.70	%	27.63	%	27.38	%	14.92	%	12.55	%	9.77	%	9.46	%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. The Lipper Capital Appreciation Funds Index reflects the record of the 30 largest funds in the category of more aggressive domestic growth mutual funds, as reported by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

6 Semi-Annual Report | December 31, 2020 (Unaudited)

Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment 

from Inception August 5, 1994 to December 31, 2020

Detailed Explanation of Quarterly Performance

All three of the Fund’s model categories, Company Financial Health, Value Metrics, and Price Momentum, outperformed the benchmark during the quarter and added to relative results. The Fund’s tilt toward deeper value stocks also helped relative results during a period in which value stocks outperformed growth stocks. Likewise, the Fund’s overweighting in the benchmark’s smaller stocks improved relative returns, due to smaller stocks substantially outperforming larger stocks during the quarter. By design, the Fund invests in higher beta and higher volatility stocks, and this positioning contributed to relative performance.

From a sector perspective, the Fund’s allocation effect was positive, with overweightings in the Financials and Energy sectors contributing the most to relative performance. The Fund’s stock selection effect also was positive, primarily driven by holdings in the Information Technology, Communication Services, and Consumer Discretionary sectors.

Detailed Explanation of Calendar Year Performance

The Fund’s value metrics models substantially underperformed the benchmark, detracting from relative results. However, the Fund’s company financial health and price momentum models outperformed the benchmark, offsetting some of this negative impact. Several of the Fund’s main design features faced headwinds during the 12-month period. Overweightings in higher beta stocks detracted from relative performance. In addition, the Fund’s tilts toward smaller and deeper value stocks hurt relative results, as the fourth-quarter rebound for these stocks was not enough to overcome their underperformance from earlier in the year.

From a sector perspective, the Fund’s allocation effect was negative, primarily driven by overweightings in the Real Estate, Industrials, and Financials sectors. The Fund’s stock selection effect also was negative. Holdings in the Communication Services, Consumer Staples, Information Technology, and Industrials sectors detracted the most from relative performance.

bridgewayfunds.com  7

Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2020

Rank	Description	Industry	% of Net Assets
1	Apple, Inc.	Information Technology	2.0%
2	Amazon.com, Inc.	Consumer Discretionary	2.0%
3	Cadence Design Systems, Inc.	Information Technology	2.0%
4	Netflix, Inc.	Communication Services	1.9%
5	Microsoft Corp.	Information Technology	1.9%
6	Coupa Software, Inc.	Information Technology	1.8%
7	Ameriprise Financial, Inc.	Financials	1.8%
8	Tesla, Inc.	Consumer Discretionary	1.7%
9	Fiat Chrysler Automobiles NV	Consumer Discretionary	1.6%
10	Bank of America Corp.	Financials	1.5%
	Total		18.2%

Industry Sector Representation as of December 31, 2020

	% of Net Assets		% of S&P 500 Index		Difference
Communication Services	11.1	%	10.8	%	0.3	%
Consumer Discretionary	16.6	%	12.7	%	3.9	%
Consumer Staples	3.3	%	6.5	%	-3.2	%
Energy	3.6	%	2.3	%	1.3	%
Financials	16.3	%	10.4	%	5.9	%
Health Care	13.9	%	13.5	%	0.4	%
Industrials	6.5	%	8.4	%	-1.9	%
Information Technology	24.9	%	27.6	%	-2.7	%
Materials	0.6	%	2.6	%	-2.0	%
Real Estate	3.0	%	2.4	%	0.6	%
Utilities	0.0	%	2.8	%	-2.8	%
Cash & Other Assets	0.2	%	0.0	%	0.2	%
Total	100.0	%	100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly affect short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in the small companies within this multi-cap fund generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options, futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Finally, the Fund exposes shareholders to “focus risk,” which

8 Semi-Annual Report | December 31, 2020 (Unaudited)

Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

may add to Fund volatility through the possibility that a single company could significantly affect total return. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole. 

Conclusion

Thank you for your continued investment in Aggressive Investors 1 Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgewayfunds.com  9

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
COMMON STOCKS - 99.79%
Communication Services - 11.12%
Altice USA, Inc., Class A*		56,000	$	2,120,720
Discovery, Inc., Class A*+		63,700		1,916,733
DISH Network Corp., Class A*		52,000		1,681,680
Fox Corp., Class A		60,700		1,767,584
Netflix, Inc.*		6,000		3,244,380
Pinterest, Inc., Class A*		33,500		2,207,650
Roku, Inc.*		7,000		2,324,140
Sirius XM Holdings, Inc.+		244,300		1,556,191
Zynga, Inc., Class A*		220,000		2,171,400
				18,990,478
Consumer Discretionary - 16.56%
Amazon.com, Inc.*		1,040		3,387,207
Chegg, Inc.*+		22,500		2,032,425
Dollar General Corp.		6,800		1,430,040
Domino’s Pizza, Inc.		3,400		1,303,764
eBay, Inc.		27,900		1,401,975
Etsy, Inc.*		11,300		2,010,383
Fiat Chrysler Automobiles NV*		155,000		2,803,950
Gentex Corp.		37,000		1,255,410
Lennar Corp., Class A		18,500		1,410,255
Lowe’s Cos., Inc.		10,000		1,605,100
Mohawk Industries, Inc.*		15,100		2,128,345
PulteGroup, Inc.		37,300		1,608,376
Tesla, Inc.*		4,000		2,822,680
Tractor Supply Co.		11,000		1,546,380
Whirlpool Corp.		8,500		1,534,165
				28,280,455
Consumer Staples - 3.27%
Boston Beer Co., Inc. (The), Class A*		1,800		1,789,722
Hormel Foods Corp.		35,000		1,631,350
Kroger Co. (The)		68,000		2,159,680
				5,580,752
Energy - 3.58%
Canadian Natural Resources, Ltd.		40,000		962,000
ConocoPhillips		37,000		1,479,630
Imperial Oil, Ltd.+		124,000		2,359,720
Suncor Energy, Inc.		78,000		1,308,840
				6,110,190
Financials - 16.31%
Ally Financial, Inc.		53,500		1,907,810
Ameriprise Financial, Inc.		15,500		3,012,115

Industry Company	Shares		Value
Financials (continued)
Bank of America Corp.		84,600	$	2,564,226
Charles Schwab Corp. (The)		46,803		2,482,431
Huntington Bancshares, Inc.		135,600		1,712,628
M&T Bank Corp.		11,000		1,400,300
MarketAxess Holdings, Inc.		3,000		1,711,680
MetLife, Inc.		34,000		1,596,300
Morgan Stanley		30,000		2,055,900
MSCI, Inc.		3,800		1,696,814
Prudential Financial, Inc.		22,000		1,717,540
RenaissanceRe Holdings, Ltd.		10,000		1,658,200
Synchrony Financial		72,200		2,506,062
UBS Group AG+		130,000		1,836,900
				27,858,906
Health Care - 13.94%
10X Genomics, Inc., Class A*		15,300		2,166,480
Amneal Pharmaceuticals, Inc.*+		145,000		662,650
Biogen, Inc.*		5,900		1,444,674
Bristol-Myers Squibb Co.		25,000		1,550,750
DaVita, Inc.*		19,300		2,265,820
IDEXX Laboratories, Inc.*		4,000		1,999,480
Regeneron Pharmaceuticals, Inc.*		2,500		1,207,775
Repligen Corp.*		10,700		2,050,441
Seagen, Inc.*		8,200		1,436,148
Select Medical Holdings Corp.*		68,000		1,880,880
Teladoc Health, Inc.*		7,300		1,459,708
Universal Health Services, Inc., Class B		13,300		1,828,750
Vertex Pharmaceuticals, Inc.*		10,000		2,363,400
Zoetis, Inc.		9,000		1,489,500
				23,806,456
Industrials - 6.48%
Delta Air Lines, Inc.		44,200		1,777,282
Evoqua Water Technologies Corp.*		30,900		833,682
Fastenal Co.		47,000		2,295,010
Masonite International Corp.*		21,000		2,065,140
Rollins, Inc.		62,850		2,455,550

10 Semi-Annual Report | December 31, 2020 (Unaudited)

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
United Parcel Service, Inc., Class B		9,800	$	1,650,320
				11,076,984
Information Technology - 24.93%
Adobe, Inc.*		3,300		1,650,396
Advanced Micro Devices, Inc.*		19,000		1,742,490
Apple, Inc.		26,000		3,449,940
Cadence Design Systems, Inc.*		24,800		3,383,464
Coupa Software, Inc.*		9,000		3,050,190
Five9, Inc.*		14,600		2,546,240
Fortinet, Inc.*		13,500		2,005,155
Genpact, Ltd.		39,200		1,621,312
Globant SA*		8,700		1,893,207
HP, Inc.		86,700		2,131,953
HubSpot, Inc.*		5,100		2,021,844
Microsoft Corp.		14,500		3,225,090
NortonLifeLock, Inc.		78,000		1,620,840
NVIDIA Corp.		4,000		2,088,800
Oracle Corp.		23,500		1,520,215
QUALCOMM, Inc.		11,800		1,797,612
Seagate Technology PLC		26,400		1,641,024
Taiwan Semiconductor Manufacturing Co., Ltd., ADR		19,000		2,071,760
Ultra Clean Holdings, Inc.*		33,000		1,027,950
Zendesk, Inc.*		14,600		2,089,552
				42,579,034
Materials - 0.64%
CF Industries Holdings, Inc.		28,300		1,095,493
Real Estate - 2.96%
American Homes 4 Rent, Class A		60,000		1,800,000
Crown Castle International  Corp.		8,300		1,321,277
Realty, Income Corp.		31,200		1,939,704
				5,060,981
TOTAL COMMON STOCKS - 99.79%				170,439,729
(Cost $138,282,041)

	Rate^		Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS
FROM SECURITIES LENDING - 2.12%
Fidelity Investments Money Market Government Portfolio Class I**		0.01%		3,612,911	$	3,612,911
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.12%						3,612,911
(Cost $3,612,911)
TOTAL INVESTMENTS - 101.91%					$	174,052,640
(Cost $141,894,952)
Liabilities in Excess of Other Assets - (1.91%)						(3,266,016	)
NET ASSETS - 100.00%					$	170,786,624

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2020.

^ Rate disclosed as of December 31, 2020.

+ This security or a portion of the security is out on loan as of December 31, 2020. Total loaned securities had a value of $7,703,138 as of December 31, 2020. See Note 2 for disclosure of cash and non-cash collateral.

ADR - American Depositary Receipt

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	170,439,729	$	–	$	–	$	170,439,729
Investments Purchased With Cash Proceeds From Securities Lending		–		3,612,911		–		3,612,911
TOTAL	$	170,439,729	$	3,612,911	$	–	$	174,052,640

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

See Notes to Financial Statements.

bridgewayfunds.com 11

Ultra-Small Company Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2020

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +34.59%, underperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+38.01%). However, the Fund outperformed our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+33.11%), as well as the Russell 2000 Index (+31.37%) and the Russell Microcap Index (+31.39%). Results in this quarter were good on an absolute basis, but mixed on a relative basis.

For the calendar year, our Fund returned +31.31%, underperforming the CRSP Cap-Based Portfolio 10 Index (+34.53%), but outperforming the Lipper Micro-Cap Stock Funds Index (+27.05%), the Russell 2000 Index (+19.96%), and the Russell Microcap Index (+20.96%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

				Annualized
							Since
							Inception
	Quarter	6 Months	1 Year	5 Years	10 Years	15 Years	(8/5/94)
Ultra-Small Company Fund	34.59%	44.47%	31.31%	7.52%	7.09%	5.77%	12.80%
CRSP Cap-Based Portfolio 10 Index	38.01%	42.88%	34.53%	14.46%	10.83%	9.09%	12.20%
Russell 2000 Index	31.37%	37.85%	19.96%	13.26%	11.20%	8.91%	9.68%
Russell Microcap Index	31.39%	36.24%	20.96%	11.89%	10.55%	7.34%	N/A
Lipper Micro-Cap Stock Funds Index	33.11%	42.34%	27.05%	12.95%	10.84%	8.08%	N/A

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 769 of the smallest publicly traded US stocks (with dividends reinvested), as reported by the Center for Research on Security Prices. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market (with dividends reinvested). The Russell Microcap Index is an unmanaged, market value weighted index that measures performance of 1,000 of the smallest securities in the Russell 2000 Index. The Lipper Micro-Cap Stock Funds Index is an index of micro-cap funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

12 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception August 5, 1994 to December 31, 2020

* The Lipper Micro-Cap Stock Funds Index began on 12/31/1995, and the line graph for the Index begins at the same value as the Fund on that date.

** The Russell Microcap Index began on 6/30/2000, and the line graph for the Index begins at the same value as the Fund on that date.

Detailed Explanation of Quarterly Performance

All three of the Fund’s model categories, Company Financial Health, Value Metrics, and Price Momentum, lagged the benchmark during the quarter and detracted from relative performance. However, the Fund’s tilt toward deeper value stocks across multiple valuation metrics improved relative results.

During the quarter, the Fund held approximately 29% of its assets, on average, in stocks that were outside of the CRSP 10 index, including stocks that had appreciated into larger CRSP deciles. These larger holdings generally underperformed the benchmark, detracting from relative results.

From a sector perspective, the Fund’s allocation effect was modestly negative, largely driven by an underweighting in the Energy sector. The Fund’s stock selection effect also was negative. Holdings in the Consumer Discretionary, Financials, and Materials sectors detracted the most from relative performance.

bridgewayfunds.com 13

Ultra-Small Company Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

The table below presents index performance numbers for stocks in the different CRSP deciles during various time periods.

CRSP Decile1	Quarter	6 Months	1 Year	Annualized
				5 Years	10 Years	94 Years
1 (ultra-large)	12.07%	24.04%	24.00%	16.82%	14.60%	9.66%
2	18.19%	26.51%	21.46%	15.27%	13.73%	10.72%
3	22.59%	34.12%	23.56%	15.52%	13.06%	11.17%
4	25.37%	32.73%	18.11%	13.32%	12.33%	10.98%
5	31.15%	36.98%	25.22%	12.80%	11.20%	11.43%
6	36.86%	41.80%	31.88%	14.98%	12.42%	11.48%
7	33.87%	42.18%	29.06%	17.57%	13.75%	11.81%
8	37.38%	37.60%	15.88%	11.55%	10.16%	11.42%
9	37.86%	47.38%	34.68%	17.37%	12.38%	11.66%
10 (ultra-small)	38.01%	42.88%	34.53%	14.46%	10.83%	13.29%

1 Performance figures are as of the period ended December 31, 2020. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of publicly traded US stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Detailed Explanation of Calendar Year Performance

The Fund’s value metrics and price momentum models underperformed the benchmark during the year, detracting from relative results. However, the Fund’s company financial health models outperformed the benchmark and offset some of this negative impact. The Fund’s tilt toward deeper value stocks across multiple valuation metrics hurt relative results.

During the year, the Fund held approximately 29% of its assets, on average, in stocks that were outside of the CRSP 10 index, including stocks that had appreciated into larger CRSP deciles. The Fund’s non-CRSP 10 holdings generally outperformed the benchmark, improving relative results.

From a sector perspective, the Fund’s allocation effect was positive. An underweighting in the Energy sector and an over-weighting in the Information Technology sector contributed the most to relative results. However, the Fund’s stock selection effect was negative, largely due to poor performance from holdings in the Consumer Discretionary and Information Technology sectors.

Top Ten Holdings as of December 31, 2020

			% of Net
Rank	Description	Industry	Assets
1	Broadwind, Inc.	Industrials	2.9%
2	Consumer Portfolio Services, Inc.	Financials	2.2%
3	Elevate Credit, Inc.	Financials	2.1%
4	cbdMD, Inc.	Health Care	2.1%
5	Big 5 Sporting Goods Corp.	Consumer Discretionary	2.0%
6	Orion Energy Systems, Inc.	Industrials	2.0%
7	Neuronetics, Inc.	Health Care	2.0%
8	LSI Industries, Inc.	Industrials	1.9%
9	Lazydays Holdings, Inc.	Consumer Discretionary	1.9%
10	Manning & Napier, Inc.	Financials	1.9%
	Total		21.0%

14 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Industry Sector Representation as of December 31, 2020

		% of CRSP 10
	% of Net Assets	Index	Difference
Communication Services	5.0%	5.8%	-0.8%
Consumer Discretionary	13.8%	11.7%	2.1%
Consumer Staples	1.4%	1.5%	-0.1%
Energy	6.7%	11.4%	-4.7%
Financials	20.1%	21.4%	-1.3%
Health Care	21.9%	23.7%	-1.8%
Industrials	14.2%	10.6%	3.6%
Information Technology	11.3%	9.1%	2.2%
Materials	3.9%	3.7%	0.2%
Real Estate	0.0%	0.9%	-0.9%
Utilities	0.0%	0.2%	-0.2%
Cash & Other Assets	1.7%	0.0%	1.7%
Total	100.0%	100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

The Fund is subject to very high, above market risk (volatility) and is not an appropriate investment for short-term investors. Investments in ultra-small companies generally carry greater risk than is customarily associated with larger companies and even “small companies” for various reasons, such as narrower markets (fewer investors), limited financial resources and greater trading difficulty.

Conclusion

Ultra-Small Company Fund remains closed to new investors. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgewayfunds.com 15

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
COMMON STOCKS - 98.27%
Communication Services - 4.97%
Alaska Communications Systems Group, Inc.		294,800	$	1,087,812
Cinedigm Corp., Class A*+		137,000		88,338
Creative Realities, Inc.*		275,500		355,395
Cumulus Media, Inc., Class A*+		157,900		1,376,888
DHI Group, Inc.*		85,400		189,588
Entravision Communications Corp., Class A		101,100		278,025
Gogo, Inc.*+		31,200		300,456
Salem Media Group, Inc.+		128,000		133,120
Townsquare Media, Inc., Class A		18,400		122,544
				3,932,166
Consumer Discretionary - 13.75%
AMCON Distributing Co.+		2,100		249,795
Bassett Furniture Industries, Inc.		40,600		815,248
Big 5 Sporting Goods Corp.+		157,600		1,609,096
Build-A-Bear Workshop, Inc.*		22,600		96,502
Charles & Colvard, Ltd.*		298,600		367,278
Comstock Holding Cos., Inc.*+		22,200		70,374
Conn’s, Inc.*		89,800		1,049,762
Container Store Group, Inc. (The)*		43,200		412,128
Crown Crafts, Inc.		34,900		249,535
Dixie Group, Inc. (The)*		40,300		102,765
Educational Development Corp.		72,100		1,107,456
Hamilton Beach Brands Holding Co., Class A		1,400		24,514
Hovnanian Enterprises, Inc., Class A*+		33,600		1,104,096
Lakeland Industries, Inc.*+		41,200		1,122,700
Lazydays Holdings, Inc.*+		92,400		1,501,500
Lincoln Educational Services Corp.*+		74,464		484,016
Live Ventures, Inc.*		7,302		90,326
Rocky Brands, Inc.		1,100		30,877
Strattec Security Corp.		4,700		231,992
Vince Holding Corp.*+		26,200		166,632
				10,886,592
Consumer Staples - 1.38%
Farmer Bros. Co.*		36,600		170,922

Industry Company	Shares		Value
Consumer Staples (continued)
Lifeway Foods, Inc.*		41,700	$	225,597
Mannatech, Inc.		13,809		256,848
Natural Alternatives International, Inc.*		21,500		224,030
Ocean Bio-Chem, Inc.+		12,798		170,981
Summer Infant, Inc.*+		3,000		46,050
				1,094,428
Energy - 6.67%
Aemetis, Inc.*+		145,000		361,050
Amplify Energy Corp.		160,000		209,600
Centrus Energy Corp., Class A*+		34,000		786,420
Dawson Geophysical Co.*		40,000		84,800
ENGlobal Corp.*+		78,700		251,840
Exterran Corp.*		54,600		241,332
Goodrich Petroleum Corp.*		14,200		143,278
Gran Tierra Energy, Inc.*		337,000		122,601
Mammoth Energy Services, Inc.*		110,000		489,500
MIND Technology, Inc.*		22,400		50,176
PrimeEnergy Resources Corp.*		400		17,268
QEP Resources, Inc.		280,000		669,200
SilverBow Resources, Inc.*+		145,951		775,000
Smart Sand, Inc.*		294,437		506,432
Southwestern Energy Co.*		1		3
Superior Drilling Products, Inc.*		122,800		74,257
TETRA Technologies, Inc.*		245,000		211,067
Uranium Energy Corp.*		14,000		24,640
VAALCO Energy, Inc.*		150,700		266,739
				5,285,203
Financials - 20.13%
A-Mark Precious Metals, Inc.		39,500		1,013,175
AmeriServ Financial, Inc.		11,600		36,308
Ashford, Inc.*+		12,300		105,534
Atlanticus Holdings Corp.*		34,000		837,420
Bank7 Corp.		3,500		49,700
C&F Financial Corp.		1,952		72,439
Capitala Finance Corp.*+		61,583		881,869
Carver Bancorp, Inc.*+		146,500		950,785
CF Bankshares, Inc.+		4,800		82,704
Chemung Financial Corp.		2,500		84,875
Citizens Community Bancorp, Inc.		3,300		35,937
Cohen & Co., Inc.*+		25,100		410,008

16 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Community West Bancshares		5,000	$	45,400
Consumer Portfolio Services, Inc.*		408,100		1,730,344
Eagle Bancorp Montana, Inc.		4,300		91,246
Elevate Credit, Inc.*		418,700		1,670,613
FG Financial Group, Inc.*		7,800		32,916
First Guaranty Bancshares, Inc.		2,100		37,317
First United Corp.		3,600		55,800
FlexShopper, Inc.*		44,300		113,851
GAMCO Investors, Inc., Class A		4,200		74,508
Impac Mortgage Holdings, Inc.*		77,881		236,758
Investcorp Credit Management BDC, Inc.		106,200		505,512
Kingstone Cos., Inc.		16,200		107,730
Manning & Napier, Inc.		233,800		1,465,926
Marlin Business Services Corp.		61,543		753,286
Monroe Capital Corp.+		55,100		442,453
National Holdings Corp.*		80,400		243,612
Northeast Bank		19,700		443,644
Ocwen Financial Corp.*		42,600		1,231,566
OP Bancorp		12,000		92,400
Portman Ridge Finance Corp.+		21,600		41,256
Pzena Investment  Management, Inc., Class A		59,100		431,430
Randolph Bancorp, Inc.*		3,600		79,416
Regional Management  Corp.		6,900		206,034
Richmond Mutual  BanCorp, Inc.		2,800		38,248
Riverview Bancorp, Inc.		13,700		72,062
SB Financial Group, Inc.		6,122		111,910
Security National Financial  Corp., Class A*		122,677		1,024,353
				15,940,345
Health Care - 21.91%
Alimera Sciences, Inc.*		18,300		77,226
American Shared Hospital  Services*+		125,200		277,944
Ampio Pharmaceuticals, Inc.*+		415,000		659,850
Apyx Medical Corp.*		19,900		143,280
Assertio Holdings, Inc.*		160,000		57,216
Bioanalytical Systems, Inc.*		67,510		830,373

Industry Company	Shares		Value
Health Care (continued)
Castlight Health, Inc., Class B*		325,552	$	423,218
cbdMD, Inc.*+		561,400		1,656,130
Conformis, Inc.*		145,000		95,700
Cumberland  Pharmaceuticals, Inc.*		16,400		48,216
CynergisTek, Inc.*		86,700		125,715
Digirad Corp.*+		168,800		605,992
Electromed, Inc.*		113,838		1,116,751
Enzo Biochem, Inc.*+		108,600		273,672
Exagen, Inc.*+		14,700		194,040
EyePoint Pharmaceuticals, Inc.*+		13,000		85,540
Five Star Senior Living, Inc.*		27,500		189,750
Harrow Health, Inc.*		23,700		162,582
Harvard Bioscience, Inc.*		211,500		907,335
Infinity Pharmaceuticals, Inc.*		70,300		149,036
InfuSystem Holdings, Inc.*		76,898		1,444,144
IntriCon Corp.*		40,900		740,290
IRIDEX Corp.*		20,900		52,459
Kewaunee Scientific Corp.*		16,100		203,021
Lineage Cell Therapeutics, Inc.*+		166,300		292,688
Matinas BioPharma Holdings, Inc.*+		375,000		510,000
Milestone Scientific, Inc.*+		263,300		558,196
Minerva Neurosciences, Inc.*		89,000		208,260
MTBC, Inc.*+		149,400		1,355,058
Navidea Biopharmaceuticals, Inc.*		39,940		85,871
Neuronetics, Inc.*+		142,100		1,578,731
Palatin Technologies, Inc.*		250,000		168,950
Pro-Dex, Inc.*		1,700		52,649
Protalix BioTherapeutics, Inc.*+		67,000		243,210
Retractable Technologies, Inc.*+		91,800		985,932
Rockwell Medical, Inc.*		111,500		112,615
Sesen Bio, Inc.*		296,500		400,275
Sierra Oncology, Inc.*+		4,700		75,341
Sonoma Pharmaceuticals, Inc.*+		15,900		115,434
SunLink Health Systems, Inc.*		4,700		5,969
Timber Pharmaceuticals, Inc.*+		107,800		80,095
				17,348,754

bridgewayfunds.com 17

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Industrials - 14.17%
Acme United Corp.		22,800	$	686,964
Air Industries Group*		113,200		139,236
ARC Document Solutions, Inc.		389,600		576,608
Avalon Holdings Corp., Class A*+		14,700		38,220
BG Staffing, Inc.		14,700		198,303
Broadwind, Inc.*		289,100		2,292,563
Chicago Rivet & Machine  Co.		1,900		43,434
DIRTT Environmental  Solutions*		86,500		213,655
DLH Holdings Corp.*		16,100		150,052
Fuel Tech, Inc.*+		80,000		310,400
GEE Group, Inc.*		56,500		56,246
Hill International, Inc.*		102,800		197,376
Houston Wire & Cable Co.*		16,500		46,035
Hudson Global, Inc.*		2,019		21,200
Hudson Technologies, Inc.*		179,200		195,328
Huttig Building Products, Inc.*+		66,300		243,321
LS Starrett Co. (The), Class A*		32,300		136,629
LSI Industries, Inc.		177,500		1,519,400
Mastech Digital, Inc.*		29,100		462,690
Mayville Engineering Co., Inc.*		3,700		49,654
Navios Maritime Holdings, Inc.*		21,300		47,925
Orion Energy Systems, Inc.*		162,200		1,600,914
Orion Group Holdings, Inc.*		110,100		546,096
Performant Financial Corp.*		50,000		44,050
Perma-Pipe International Holdings, Inc.*		4,500		27,270
Quad/Graphics, Inc.		99,675		380,758
Quest Resource Holding Corp.*		22,000		50,380
RCM Technologies, Inc.*		52,000		107,640
Team, Inc.*		53,100		578,790
Tel-Instrument Electronics Corp.*+		11,400		37,620
Transcat, Inc.*		1,046		36,275
Virco Mfg. Corp.*		17,600		44,528
Volt Information Sciences, Inc.*		77,700		137,529
				11,217,089
Information Technology - 11.31%
AstroNova, Inc.		16,800		178,920

Industry Company	Shares		Value
Information Technology (continued)
Aviat Networks, Inc.*		40,713	$	1,390,349
Blonder Tongue Laboratories, Inc.*+		290,100		385,833
Communications Systems, Inc.		105,900		483,963
Computer Task Group, Inc.*		7,700		47,124
CounterPath Corp.*		94,000		320,540
CPS Technologies Corp.*		76,900		213,782
Daktronics, Inc.		34,400		160,992
Information Services Group, Inc.*		89,400		293,232
inTEST Corp.*		213,400		1,384,945
Intevac, Inc.*		57,600		415,296
MicroVision, Inc.*+		68,900		370,682
NetSol Technologies, Inc.*		9,700		36,860
One Stop Systems, Inc.*+		29,000		116,000
PRGX Global, Inc.*		39,600		302,148
RF Industries, Ltd.		59,296		291,143
Schmitt Industries, Inc.*+		70,802		378,083
SecureWorks Corp., Class A*		27,600		392,472
Synacor, Inc.*		164,600		223,856
Taitron Components, Inc., Class A		68,500		221,940
TESSCO Technologies, Inc.		45,130		281,611
TransAct Technologies, Inc.		43,500		308,850
Universal Security  Instruments, Inc.*+		110,500		553,605
WidePoint Corp.*		19,810		200,279
				8,952,505
Materials - 3.94%
AgroFresh Solutions, Inc.*		35,100		79,677
Ampco-Pittsburgh Corp.*		33,600		184,128
Core Molding  Technologies, Inc.*		23,200		326,656
Flexible Solutions International, Inc.*		37,600		93,624
Friedman Industries, Inc.		71,800		492,548
Gulf Resources, Inc.*		107,360		440,176
Olympic Steel, Inc.		95,000		1,266,350
Ramaco Resources, Inc.*		20,700		59,616
TimkenSteel Corp.*		38,800		181,196
				3,123,971

18 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company			Shares		Value
Common Stocks (continued)
Real Estate - 0.04%
Indus Realty Trust, Inc.				500	$	31,250
TOTAL COMMON STOCKS - 98.27%						77,812,303
(Cost $58,865,443)
	Rate^		Shares		Value
MONEY MARKET FUND - 1.73%
Fidelity Investments Money Market Government Portfolio Class I		0.01%		1,372,449		1,372,449
TOTAL MONEY MARKET FUND - 1.73%						1,372,449
(Cost $1,372,449)
INVESTMENTS PURCHASED WITH CASH PROCEEDS
FROM SECURITIES LENDING - 11.91%
Fidelity Investments Money Market Government Portfolio Class I**		0.01%		9,432,121		9,432,121
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 11.91%						9,432,121
(Cost $9,432,121)
TOTAL INVESTMENTS - 111.91%					$	88,616,873
(Cost $69,670,013)
Liabilities in Excess of Other Assets - (11.91%)						(9,431,135	)
NET ASSETS - 100.00%					$	79,185,738

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2020.

^ Rate disclosed as of December 31, 2020.

+ This security or a portion of the security is out on loan as of December 31, 2020. Total loaned securities had a value of $12,718,830 as of December 31, 2020. See Note 2 for disclosure of cash and non-cash collateral.

Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted  Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	77,812,303	$	–	$	–	$	77,812,303
Money Market Fund		–		1,372,449		–		1,372,449
Investments Purchased With Cash Proceeds From Securities Lending		–		9,432,121		–		9,432,121
TOTAL	$	77,812,303	$	10,804,570	$	–	$	88,616,873

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

Investment in Securities (Value)
	Common Stocks
Balance as of 06/30/2020	$	11,264
Purchases/Issuances		–
Sales/Expirations		(10,462	)
Return of Capital		–
Realized Gain/(Loss)		(115,097	)
Change in unrealized Appreciation/(Depreciation)		114,295
Transfers in		–
Transfers out		–
Balance as of 12/31/2020	$	–
Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2020	$	–

See Notes to Financial Statements.

bridgewayfunds.com 19

Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2020 

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +37.09%, underperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+38.01%). However, our Fund outperformed our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+33.11%), as well as the Russell 2000 Index (+31.37%) and the Russell Microcap Index (+31.39%). Results in this quarter were good on an absolute basis, but mixed on a relative basis.

For the calendar year, our Fund returned +25.53%, trailing the CRSP Cap-Based Portfolio 10 Index (+34.53%), and the Lipper Micro-Cap Stock Funds Index (+27.05%), and outperformed the Russell 2000 Index (+19.96%), and the Russell Microcap Index (+20.96%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

				Annualized
							Since
							Inception
	Quarter	6 Months	1 Year	5 Years	10 Years	15 Years	(7/31/97)
Ultra-Small Company Market Fund	37.09%	46.45%	25.53%	10.39%	10.11%	6.66%	10.30%
CRSP Cap-Based Portfolio 10 Index	38.01%	42.88%	34.53%	14.46%	10.83%	9.09%	11.20%
Russell 2000 Index	31.37%	37.85%	19.96%	13.26%	11.20%	8.91%	8.32%
Russell Microcap Index	31.39%	36.24%	20.96%	11.89%	10.55%	7.34%	N/A
Lipper Micro-Cap Stock Funds Index	33.11%	42.34%	27.05%	12.95%	10.84%	8.08%	8.53%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 769 of the smallest publicly traded US stocks with dividends reinvested, as reported by the Center for Research on Security Prices. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. The Russell Microcap Index is an unmanaged, market value weighted index that measures performance of 1,000 of the smallest securities in the Russell 2000 Index. The Lipper Micro- Cap Stock Funds Index is an index of micro-cap funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

20 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment 

from Inception July 31, 1997 to December 31, 2020

* The Russell Microcap Index began on 6/30/2000, and the line graph for the Index begins at the same value as the Fund on that date.

Detailed Explanation of Quarterly Performance

The Fund’s sidestepping strategies, which eliminate exposure to stocks with high probability of steep price decline, major financial distress or bankruptcy, hurt performance against the benchmark. During the quarter, the Fund held about 12% of its assets, on average, in stocks outside of CRSP 10. Overall, the Fund’s holdings outside of CRSP 10 contributed positively to relative performance.

From a sector perspective, the Fund’s stock selection effect was negative, with holdings in the Health Care and Industrials sectors detracting the most from relative returns.

The table below presents index performance numbers for stocks in the different CRSP deciles during various time periods.

CRSP Decile1	Quarter	6 Months	1 Year	Annualized
				5 Years	10 Years	94 Years
1 (ultra-large)	12.07%	24.04%	24.00%	16.82%	14.60%	9.66%
2	18.19%	26.51%	21.46%	15.27%	13.73%	10.72%
3	22.59%	34.12%	23.56%	15.52%	13.06%	11.17%
4	25.37%	32.73%	18.11%	13.32%	12.33%	10.98%
5	31.15%	36.98%	25.22%	12.80%	11.20%	11.43%
6	36.86%	41.80%	31.88%	14.98%	12.42%	11.48%
7	33.87%	42.18%	29.06%	17.57%	13.75%	11.81%
8	37.38%	37.60%	15.88%	11.55%	10.16%	11.42%
9	37.86%	47.38%	34.68%	17.37%	12.38%	11.66%
10 (ultra-small)	38.01%	42.88%	34.53%	14.46%	10.83%	13.29%

¹ Performance figures are as of the period ended December 31, 2020. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of publicly traded US stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

bridgewayfunds.com 21

Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Detailed Explanation of Calendar Year Performance

During the year, the Fund held about 16% of its assets, on average, in stocks outside of CRSP 10. These larger stocks lagged the benchmark and detracted from relative performance. The Fund’s sidestepping strategies, which eliminate exposure to stocks with high probability of steep price decline, major financial distress or bankruptcy, also hurt performance against the benchmark.

From a sector perspective, the Fund’s stock selection effect was significantly negative. Holdings in the Energy, Health Care, Information Technology, and Industrials sectors detracted the most from relative results.

Top Ten Holdings as of December 31, 2020

			% of Net
Rank	Description	Industry	Assets
1	Five Prime Therapeutics, Inc.	Health Care	0.9%
2	Intrepid Potash, Inc.	Materials	0.7%
3	Emerald Holding, Inc.	Communication Services	0.7%
4	Aclaris Therapeutics, Inc.	Health Care	0.7%
5	Lexicon Pharmaceuticals, Inc.	Health Care	0.6%
6	PlayAGS, Inc.	Consumer Discretionary	0.6%
7	StoneMor, Inc.	Consumer Discretionary	0.5%
8	Oil States International, Inc.	Energy	0.5%
9	Contura Energy, Inc.	Materials	0.5%
10	Solid Biosciences, Inc.	Health Care	0.5%
	Total		6.2%

Industry Sector Representation as of December 31, 2020

		% of CRSP 10
	% of Net Assets	Index	Difference
Communication Services	5.2%	5.8%	-0.6%
Consumer Discretionary	13.0%	11.7%	1.3%
Consumer Staples	0.9%	1.5%	-0.6%
Energy	10.5%	11.4%	-0.9%
Financials	20.8%	21.4%	-0.6%
Health Care	22.4%	23.7%	-1.3%
Industrials	10.9%	10.6%	0.3%
Information Technology	10.3%	9.1%	1.2%
Materials	4.5%	3.7%	0.8%
Real Estate	0.4%	0.9%	-0.5%
Utilities	0.2%	0.2%	0.0%
Cash & Other Assets	0.9%	0.0%	0.9%
Total	100.0%	100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

22 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

The Fund is subject to very high, above market risk (volatility) and is not an appropriate investment for short-term investors. Investments in ultra-small companies generally carry greater risk than is customarily associated with larger companies and even “small companies” for various reasons, such as narrower markets (fewer investors), limited financial resources and greater trading difficulty.

Conclusion

Thank you for your continued investment in Ultra-Small Company Market Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgewayfunds.com 23

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

COMMON STOCKS - 99.18%
Communication Services - 5.23%
A.H. Belo Corp., Class A	125,883	$	190,084
Alaska Communications Systems Group, Inc.	164,700		607,743
Ballantyne Strong, Inc.*	100,000		201,350
Beasley Broadcast Group, Inc., Class A	24,625		36,691
Chicken Soup For The Soul Entertainment, Inc.*	15,000		299,850
Cinedigm Corp., Class A*	350,000		225,680
comScore, Inc.*	224,100		558,009
Cumulus Media, Inc., Class A*	80,500		701,960
DHI Group, Inc.*	178,000		395,160
Emerald Holding, Inc.	240,000		1,300,800
Entravision Communications Corp., Class A	244,900		673,475
Fluent, Inc.*	72,000		382,320
Gaia, Inc.*+	48,400		478,192
IDT Corp., Class B*	58,700		725,532
Lee Enterprises, Inc.*	186,000		234,360
Marchex, Inc., Class B*	136,900		268,324
Marcus Corp. (The)+	25,000		337,000
NII Holdings, Inc., Escrow*∆	287,700		604,170
Saga Communications, Inc., Class A	11,516		276,614
Salem Media Group, Inc.+	94,000		97,760
Spok Holdings, Inc.	60,000		667,800
Townsquare Media, Inc., Class A	44,500		296,370
Travelzoo*+	62,400		589,056
Zedge, Inc., Class B*	19,919		120,311
			10,268,611
Consumer Discretionary - 12.96%
AMCON Distributing Co.	3,900		463,905
Ark Restaurants Corp.	17,900		347,081
Barnes & Noble Education, Inc.*	216,000		1,004,400
Bassett Furniture Industries, Inc.	36,244		727,780
BBQ Holdings, Inc.*	29,838		143,819
Big 5 Sporting Goods Corp.+	96,400		984,244
Blue Apron Holdings, Inc., Class A*+	17,000		95,030
Bowl America, Inc., Class A+	13,000		122,525
Build-A-Bear Workshop, Inc.*	50,500		215,635

Consumer Discretionary (continued)
Canterbury Park Holding Corp.	11,689	$	139,099
Carrols Restaurant Group, Inc.*	63,100		396,268
Chico's FAS, Inc.	225,000		357,750
Container Store Group, Inc. (The)*	45,000		429,300
Culp, Inc.	24,000		380,880
Delta Apparel, Inc.*	22,188		445,313
Dixie Group, Inc. (The)*	50,300		128,265
Dover Motorsports, Inc.	48,396		109,859
Drive Shack, Inc.*+	235,000		559,300
Educational Development Corp.	31,400		482,304
Emerson Radio Corp.*	102,100		102,611
Envela Corp.*+	112,400		584,480
Express, Inc.*+	260,000		236,600
Flanigan's Enterprises, Inc.*	1,000		19,759
Flexsteel Industries, Inc.	20,900		730,873
Greenlane Holdings, Inc., Class A*+	40,000		158,400
Hamilton Beach Brands Holding Co., Class A	18,000		315,180
Horizon Global Corp.*+	94,200		809,178
Hovnanian Enterprises, Inc., Class A*	22,000		722,920
Iconix Brand Group, Inc.*	56,200		70,812
J Alexander's Holdings, Inc.*	54,600		398,034
J. Jill, Inc.*+	34,000		126,820
JAKKS Pacific, Inc.*	11,870		59,113
Kirkland's, Inc.*+	42,717		763,780
Kura Sushi USA, Inc., Class A*+	10,500		204,750
Lakeland Industries, Inc.*+	17,357		472,978
Leaf Group, Ltd.*	110,000		511,500
Lincoln Educational Services Corp.*	120,905		785,882
Luby's, Inc.*+	71,600		203,344
New Home Co., Inc. (The)*	68,400		320,796
Party City Holdco, Inc.*+	75,500		464,325
PlayAGS, Inc.*	164,000		1,180,800
Potbelly Corp.*+	90,000		396,000
Red Lion Hotels Corp.*+	97,500		337,350
Red Robin Gourmet Burgers, Inc.*+	15,000		288,450
Rocky Brands, Inc.	25,500		715,785
StoneMor, Inc.*	408,100		1,073,303
Strattec Security Corp.	17,200		848,992
Superior Industries International, Inc.*	102,500		419,225
Sypris Solutions, Inc.*	84,404		128,294

24 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

Common Stocks (continued)
Consumer Discretionary (continued)
Tandy Leather Factory, Inc.*	51,558	$	164,986
Tilly's, Inc., Class A	89,100		727,056
TravelCenters of America, Inc.*	10,000		326,000
Unique Fabricating, Inc.*	45,000		247,468
Universal Technical Institute, Inc.*	53,200		343,672
Vince Holding Corp.*+	41,700		265,212
VOXX International Corp.*	75,600		964,656
Weyco Group, Inc.	21,200		335,808
Xcel Brands, Inc.*	51,000		61,710
ZAGG, Inc.*	100,600		419,502
Zovio, Inc.*	127,200		602,928
			25,442,089
Consumer Staples - 0.85%
Bridgford Foods Corp.*+	1,300		23,686
Farmer Bros. Co.*	79,500		371,265
Lifeway Foods, Inc.*	52,652		284,848
Mannatech, Inc.	13,600		252,960
Natural Alternatives International, Inc.*	40,310		420,030
Rocky Mountain Chocolate Factory, Inc.	21,500		87,075
United-Guardian, Inc.	16,000		228,480
			1,668,344
Energy - 10.51%
Adams Resources & Energy, Inc.	25,500		614,550
Aemetis, Inc.*	80,000		199,200
Altus Midstream Co., Class A*+	12,500		593,250
Amplify Energy Corp.	195,000		255,450
Aspen Aerogels, Inc.*	50,700		846,183
Barnwell Industries, Inc.*+	60,000		76,200
Battalion Oil Corp.*	36,500		302,950
Bristow Group, Inc.*	22,783		599,649
Centrus Energy Corp., Class A*+	34,000		786,420
CONSOL Energy, Inc.*	81,500		587,615
Dawson Geophysical Co.*	139,345		295,411
Earthstone Energy, Inc., Class A*	133,600		712,088
Enservco Corp.*+	22,000		41,140
Evolution Petroleum Corp.	128,300		365,655
Exterran Corp.*	108,200		478,244
Forum Energy Technologies, Inc.*+	16,900		201,110
Geospace Technologies Corp.*	53,563		458,499

Energy (continued)
Goodrich Petroleum Corp.*	50,000	$	504,500
Gran Tierra Energy, Inc.*	1,300,000		472,940
Gulf Island Fabrication, Inc.*	67,300		205,938
HighPoint Resources Corp.*+	29,900		273,884
Houston American Energy Corp.*+	28,000		49,000
Independence Contract Drilling, Inc.*+	31,500		92,610
ION Geophysical Corp.*+	75,000		182,250
KLX Energy Services Holdings, Inc.*+	53,516		345,713
Laredo Petroleum, Inc.*	15,500		305,350
Mammoth Energy Services, Inc.*	200,000		890,000
Mexco Energy Corp.*+	8,000		48,240
MIND Technology, Inc.*	89,515		200,514
NACCO Industries, Inc., Class A	15,570		409,491
Natural Gas Services Group, Inc.*	58,076		550,560
NCS Multistage Holdings, Inc.*+	11,750		264,492
New Concept Energy, Inc.*+	8,400		16,280
Newpark Resources, Inc.*	328,700		631,104
Nine Energy Service, Inc.*+	130,000		353,600
Nuverra Environmental Solutions, Inc.*+	4,689		9,988
Oil States International, Inc.*	210,000		1,054,200
Overseas Shipholding Group, Inc., Class A*	283,500		606,690
PEDEVCO Corp.*+	205,000		309,550
Penn Virginia Corp.*+	60,000		609,000
PHX Minerals, Inc.	72,900		167,670
Ranger Energy Services, Inc.*+	24,700		89,908
RigNet, Inc.*	50,000		294,500
Ring Energy, Inc.*	254,000		167,615
SandRidge Energy, Inc.*+	242,000		750,200
SEACOR Marine Holdings, Inc.*	105,000		284,550
SilverBow Resources, Inc.*+	81,900		434,889
Smart Sand, Inc.*	133,200		229,104
Southwestern Energy Co.*+	173,609		517,355
Sundance Energy, Inc.*+	46,600		81,084
Superior Drilling Products, Inc.*	166,100		100,441
Tengasco, Inc.*	25,000		31,000

bridgewayfunds.com 25

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

Common Stocks (continued)
Energy (continued)
TETRA Technologies, Inc.*	435,000	$	374,753
Uranium Energy Corp.*	470,000		827,200
VAALCO Energy, Inc.*	267,100		472,767
			20,622,544
Financials - 20.80%
1st Constitution Bancorp	40,905		649,162
A-Mark Precious Metals, Inc.	13,782		353,508
American River Bankshares	31,000		407,650
AmeriServ Financial, Inc.	52,571		164,547
Arlington Asset Investment Corp., Class A	113,069		427,401
Ashford, Inc.*+	7,200		61,776
Atlantic American Corp.*	74,856		155,700
Atlanticus Holdings Corp.*	11,512		283,541
Auburn National BanCorp, Inc.	4,974		207,366
Bank of Commerce Holdings	59,500		589,050
Bank of Princeton (The)*	23,566		551,680
Bank7 Corp.	47,910		680,322
BankFinancial Corp.	65,600		575,968
Bankwell Financial Group, Inc.	8,000		156,400
BayCom Corp.*	41,000		621,970
BCB Bancorp, Inc.	33,600		371,952
Blue Ridge Bankshares, Inc.+	10,000		178,100
C&F Financial Corp.	14,390		534,013
California BanCorp*	35,200		547,712
Capital Bancorp, Inc.*	46,517		647,982
CB Financial Services, Inc.	18,600		372,186
Chemung Financial Corp.	14,998		509,182
Citizens Community Bancorp, Inc.	48,600		529,254
Citizens Holding Co.+	20,670		433,036
Codorus Valley Bancorp, Inc.	27,437		465,331
Cohen & Co., Inc.*	5,000		81,675
Colony Bankcorp, Inc.	40,868		598,716
Community West Bancshares	37,157		337,386
Conifer Holdings, Inc.*+	43,000		141,470
Consumer Portfolio Services, Inc.*	67,900		287,896
County Bancorp, Inc.	11,050		243,984
Eagle Bancorp Montana, Inc.	27,521		583,996
Elevate Credit, Inc.*	100,100		399,399

Financials (continued)
ESSA Bancorp, Inc.	27,443	$	411,645
Evans Bancorp, Inc.	16,201		446,175
FedNat Holding Co.	76,000		449,920
FG Financial Group, Inc.*	18,400		77,648
First Bank	87,600		821,688
First Business Financial Services, Inc.	14,108		259,728
First Financial Northwest, Inc.	44,770		510,378
First Guaranty Bancshares, Inc.	6,500		115,505
First Internet Bancorp	33,516		963,250
First Northwest Bancorp	38,500		600,600
First United Corp.	30,592		474,176
First Western Financial, Inc.*	33,651		658,550
GAMCO Investors, Inc., Class A	25,500		452,370
Guaranty Federal Bancshares, Inc.	15,856		271,613
Hallmark Financial Services, Inc.*+	120,100		427,556
Hawthorn Bancshares, Inc.	28,653		627,501
HMN Financial, Inc.*	23,000		395,600
Impac Mortgage Holdings, Inc.*	81,600		248,064
Investar Holding Corp.	43,000		711,220
JMP Group, LLC	51,851		199,626
Lake Shore Bancorp, Inc.	22,150		287,950
Landmark Bancorp, Inc.	16,729		382,258
Level One Bancorp, Inc.	25,000		505,750
Magyar Bancorp, Inc.*	10,300		99,292
Malvern Bancorp, Inc.*+	34,800		539,400
Manning & Napier, Inc.	50,000		313,500
Marlin Business Services Corp.	32,800		401,472
Medallion Financial Corp.*	86,744		425,046
Meridian Corp.	24,000		499,200
Mid Penn Bancorp, Inc.	3,000		65,700
Monroe Capital Corp.	15,800		126,874
National Security Group, Inc. (The)+	2,700		29,025
Northeast Bank	38,700		871,524
Northrim BanCorp, Inc.	14,750		500,762
Norwood Financial Corp.	9,512		248,929
Ocwen Financial Corp.*	23,334		674,586
Ohio Valley Banc Corp.	13,000		306,800
OP Bancorp	73,851		568,653
Pacific Mercantile Bancorp*	116,319		597,880
Patriot National Bancorp, Inc.	16,500		155,760

26 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

Common Stocks (continued)
Financials (continued)
PCB Bancorp	44,700	$	451,917
PDL Community Bancorp*	1,106		11,624
Penns Woods Bancorp, Inc.	15,766		410,074
Peoples Bancorp of North Carolina, Inc.	22,830		525,547
Protective Insurance Corp., Class B	28,000		383,880
Provident Financial Holdings, Inc.	30,617		480,993
Prudential Bancorp, Inc.	24,534		339,796
Pzena Investment Management, Inc., Class A	57,100		416,830
Randolph Bancorp, Inc.*	15,000		330,900
Republic First Bancorp, Inc.*	129,600		369,360
Riverview Bancorp, Inc.	96,226		506,149
Riverview Financial Corp.+	34,800		318,420
Safeguard Scientifics, Inc.*	70,000		446,600
Security National Financial Corp., Class A*	62,939		525,541
Select Bancorp, Inc.*	62,000		587,140
Shore Bancshares, Inc.	48,200		703,720
Silvercrest Asset Management Group, Inc., Class A	41,502		576,463
Summit State Bank	17,200		227,900
Timberland Bancorp, Inc.	26,500		642,890
Union Bankshares, Inc.	21,897		562,972
United Bancshares, Inc.	15,200		371,792
United Security Bancshares	39,900		281,295
Unity Bancorp, Inc.	16,500		289,575
Velocity Financial, Inc.*+	36,221		225,657
Western New England Bancorp, Inc.	77,644		534,967
Westwood Holdings Group, Inc.	30,000		435,000
			40,829,487
Health Care - 22.44%
AcelRx Pharmaceuticals, Inc.*	258,150		320,106
Aclaris Therapeutics, Inc.*+	200,000		1,294,000
Acorda Therapeutics, Inc.*	120,000		82,812
Actinium Pharmaceuticals, Inc.*+	56,666		441,995
Adamas Pharmaceuticals, Inc.*	105,000		454,650
Adicet Bio, Inc.*+	19,999		280,986
Advaxis, Inc.*	205,600		71,693

Health Care (continued)
AgeX Therapeutics, Inc.*+	165,000	$	250,800
AIM ImmunoTech, Inc.*+	100,000		179,000
Alimera Sciences, Inc.*	10,000		42,200
Allena Pharmaceuticals, Inc.*+	128,600		164,608
Altimmune, Inc.*+	21,100		238,008
Ampio Pharmaceuticals, Inc.*+	578,000		919,020
Apollo Endosurgery, Inc.*	78,200		265,880
Applied Genetic Technologies Corp.*	91,600		374,644
Aptinyx, Inc.*	140,000		484,400
Aquestive Therapeutics, Inc.*+	121,500		650,025
Aravive, Inc.*+	49,026		276,507
Assertio Holdings, Inc.*	332,000		118,723
Axcella Health, Inc.*	32,567		169,023
Calyxt, Inc.*+	165,000		696,300
Capital Senior Living Corp.*+	5,555		68,549
Castlight Health, Inc., Class B*	449,900		584,870
cbdMD, Inc.*+	215,000		634,250
Chimerix, Inc.*	202,400		977,592
China Pharma Holdings, Inc.*	195,000		86,931
Cidara Therapeutics, Inc.*+	238,860		477,720
Clearside Biomedical, Inc.*+	134,000		367,160
Cogent Biosciences, Inc.*+	35,000		393,050
Conformis, Inc.*+	273,706		180,646
CorMedix, Inc.*	83,800		622,634
Corvus Pharmaceuticals, Inc.*+	110,100		391,956
Cumberland Pharmaceuticals, Inc.*	103,387		303,958
Curis, Inc.*+	110,000		900,900
Cyclerion Therapeutics, Inc.*	61,600		188,496
CynergisTek, Inc.*	70,000		101,500
Daxor Corp.*+	9,400		117,500
Digirad Corp.*+	31,890		114,485
ElectroCore, Inc.*	130,000		202,800
Electromed, Inc.*	40,500		397,305
Eloxx Pharmaceuticals, Inc.*+	139,000		553,220
Entasis Therapeutics Holdings, Inc.*+	110,000		271,700
Enzo Biochem, Inc.*	167,700		422,604
Equillium, Inc.*	85,000		454,750
Evolus, Inc.*+	105,000		352,800
Exagen, Inc.*	49,400		652,080

bridgewayfunds.com 27

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

Common Stocks (continued)
Health Care (continued)
EyePoint Pharmaceuticals, Inc.*+	32,520	$	213,982
Five Prime Therapeutics, Inc.*	104,600		1,779,246
Forte Biosciences, Inc.*+	5,433		197,816
Genesis Healthcare, Inc.*	399,300		193,541
GlycoMimetics, Inc.*	169,800		638,448
Great Elm Group, Inc.*	78,493		215,071
Gritstone Oncology, Inc.*	150,000		591,000
Harrow Health, Inc.*	90,500		620,830
Harvard Bioscience, Inc.*	144,017		617,833
Infinity Pharmaceuticals, Inc.*	240,000		508,800
InspireMD, Inc.*	25,000		8,522
IntriCon Corp.*	45,900		830,790
IRIDEX Corp.*	100,400		252,004
IsoRay, Inc.*	184,000		82,800
Kewaunee Scientific Corp.*	7,700		97,097
Leap Therapeutics, Inc.*+	197,500		444,375
Lexicon Pharmaceuticals, Inc.*+	355,300		1,215,126
Lineage Cell Therapeutics, Inc.*+	453,161		797,563
LogicBio Therapeutics, Inc.*	72,900		556,227
Lumos Pharma, Inc.*+	16,644		594,357
Lyra Therapeutics, Inc.*	40,000		456,000
Marker Therapeutics, Inc.*+	155,416		225,353
Matinas BioPharma Holdings, Inc.*+	570,600		776,016
Merrimack Pharmaceuticals, Inc.*+	55,000		378,950
Milestone Scientific, Inc.*+	204,500		433,540
Minerva Neurosciences, Inc.*+	130,000		304,200
MTBC, Inc.*+	50,000		453,500
Mustang Bio, Inc.*+	160,000		605,600
Myomo, Inc.*+	24,000		161,520
NanoViricides, Inc.*+	34,439		98,840
Navidea Biopharmaceuticals, Inc.*	70,000		150,500
Neos Therapeutics, Inc.*	185,000		115,569
Neuronetics, Inc.*+	66,200		735,482
NovaBay Pharmaceuticals, Inc.*	25,000		17,425
Novan, Inc.*	350,000		284,550
Obalon Therapeutics, Inc.*+	33,000		49,500
Oncocyte Corp.*	200,000		478,000
Oragenics, Inc.*	140,000		62,860
Otonomy, Inc.*	84,800		548,656
Palatin Technologies, Inc.*	771,000		521,042

Health Care (continued)
PhaseBio Pharmaceuticals, Inc.*+	97,000	$	325,920
Protalix BioTherapeutics, Inc.*+	133,100		483,153
RA Medical Systems, Inc.*	5,580		41,459
Retractable Technologies, Inc.*+	44,000		472,560
Rockwell Medical, Inc.*	258,290		260,873
Satsuma Pharmaceuticals, Inc.*	25,000		115,250
Savara, Inc.*	166,100		191,015
SCYNEXIS, Inc.*+	17,500		133,875
Senseonics Holdings, Inc.*	763,000		665,183
Sesen Bio, Inc.*	430,000		580,500
Sientra, Inc.*	127,894		497,508
Sierra Oncology, Inc.*	40,440		648,253
Solid Biosciences, Inc.*+	134,376		1,018,570
Surgalign Holdings, Inc.*	223,000		488,370
Synlogic, Inc.*+	160,000		345,600
Synthetic Biologics, Inc.*	74,300		28,457
T2 Biosystems, Inc.*+	250,000		310,000
Timber Pharmaceuticals, Inc.*+	44,100		32,766
Tonix Pharmaceuticals Holding Corp.*	200,000		135,000
TransEnterix, Inc.*+	205,895		128,684
Trevi Therapeutics, Inc.*+	85,000		205,700
UNITY Biotechnology, Inc.*+	30,450		159,558
Venus Concept, Inc.*	102,491		177,309
VolitionRX, Ltd.*+	120,000		466,800
Xeris Pharmaceuticals, Inc.*+	119,000		585,480
Xtant Medical Holdings, Inc.*+	100,000		119,610
Yumanity Therapeutics, Inc.*+	7,975		135,575
Zynerba Pharmaceuticals, Inc.*+	113,500		374,550
			44,034,945
Industrials - 10.89%
Acacia Research Corp.*	178,000		701,320
Acme United Corp.	11,535		347,549
AeroCentury Corp.*+	10,900		117,175
Air Industries Group*	205,000		252,150
AMREP Corp.*	28,900		246,806
ARC Document Solutions, Inc.	173,219		256,364
Armstrong Flooring, Inc.*	143,100		546,642
Atlas Technical Consultants, Inc.*	45,300		318,459

28 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

Common Stocks (continued)
Industrials (continued)
Avalon Holdings Corp., Class A*	3,900	$	10,140
Babcock & Wilcox Enterprises, Inc.*	242,100		849,771
BG Staffing, Inc.	39,700		535,553
Charah Solutions, Inc.*+	120,000		344,400
Chicago Rivet & Machine Co.	8,000		182,880
Commercial Vehicle Group, Inc.*	56,400		487,860
CompX International, Inc.	11,200		159,376
CPI Aerostructures, Inc.*	39,700		152,091
DIRTT Environmental Solutions*	330,000		815,100
Eastern Co. (The)	21,200		510,920
Espey Mfg. & Electronics Corp.+	10,700		202,390
ExOne Co. (The)*	37,300		353,977
FreightCar America, Inc.*	50,000		120,500
Fuel Tech, Inc.*	50,000		194,000
GEE Group, Inc.*+	77,600		77,251
Gencor Industries, Inc.*	35,000		430,500
GP Strategies Corp.*	71,700		850,362
Graham Corp.	18,900		286,902
HC2 Holdings, Inc.*+	163,000		531,380
Hill International, Inc.*	190,451		365,666
Houston Wire & Cable Co.*	107,100		298,809
Hudson Global, Inc.*	10,942		114,891
India Globalization Capital, Inc.*+	164,000		255,840
Innovative Solutions & Support, Inc.	80,400		524,208
L B Foster Co., Class A*	26,700		401,835
LSI Industries, Inc.	48,000		410,880
Mayville Engineering Co., Inc.*	40,000		536,800
Mesa Air Group, Inc.*	110,000		735,900
Mistras Group, Inc.*	122,500		950,600
Orion Group Holdings, Inc.*	110,000		545,600
P&F Industries, Inc., Class A	10,500		63,525
PAM Transportation Services, Inc.*	2,000		98,000
Patriot Transportation Holding, Inc.	19,871		174,467
Performant Financial Corp.*	285,300		251,349
Perma-Pipe International Holdings, Inc.*	46,600		282,396
PICO Holdings, Inc.*	60,000		561,000
Quad/Graphics, Inc.	116,169		443,766

Industrials (continued)
RCM Technologies, Inc.*	23,642	$	48,939
RR Donnelley & Sons Co.	275,000		621,500
Servotronics, Inc.*+	15,653		132,894
SIFCO Industries, Inc.*	16,024		134,602
Team, Inc.*	57,600		627,840
Titan International, Inc.	199,600		970,056
Twin Disc, Inc.*	43,100		338,335
Ultralife Corp.*	52,400		339,028
USA Truck, Inc.*	40,300		359,879
Virco Mfg. Corp.*	25,800		65,274
Volt Information Sciences, Inc.*	122,400		216,648
Willis Lease Finance Corp.*	10,100		307,646
YRC Worldwide, Inc.*+	70,000		310,100
			21,370,091
Information Technology - 10.31%
ADDvantage Technologies Group, Inc.*+	75,000		224,250
ALJ Regional Holdings, Inc.*	225,000		247,500
Amtech Systems, Inc.*	46,500		296,670
AstroNova, Inc.	30,000		319,500
Aviat Networks, Inc.*	18,386		627,882
Aware, Inc.*	59,579		208,526
Bel Fuse, Inc., Class B	30,400		456,912
BK Technologies Corp.	153,744		465,844
Blonder Tongue Laboratories, Inc.*	20,000		26,600
Communications Systems, Inc.	26,200		119,734
Computer Task Group, Inc.*	62,100		380,052
CSP, Inc.	34,700		268,231
Daktronics, Inc.	30,000		140,400
Eastman Kodak Co.*+	43,900		357,346
eMagin Corp.*+	235,000		387,750
EMCORE Corp.*	108,127		589,292
Everspin Technologies, Inc.*+	66,000		303,600
Frequency Electronics, Inc.*	20,000		216,200
GSI Technology, Inc.*	51,417		380,486
IEC Electronics Corp.*	41,650		564,357
Information Services Group, Inc.*	150,000		492,000
Innodata, Inc.*	85,955		455,562
Intellicheck, Inc.*+	80,200		914,681
inTEST Corp.*	30,600		198,591
Intevac, Inc.*	78,000		562,380

bridgewayfunds.com 29

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

Common Stocks (continued)
Information Technology (continued)
Inuvo, Inc.*	306,000	$	138,587
Issuer Direct Corp.*+	11,500		201,365
Kaleyra, Inc.*+	55,000		542,300
Key Tronic Corp.*	37,100		255,990
KVH Industries, Inc.*	55,774		633,035
LGL Group, Inc. (The)*+	29,200		366,168
Marin Software, Inc.*	30,000		60,600
Network-1 Technologies, Inc.+	115,000		424,350
Oblong, Inc.*+	14,600		75,044
Optical Cable Corp.*	20,100		53,868
PCTEL, Inc.	70,200		461,214
Pixelworks, Inc.*	129,400		364,908
Powerfleet, Inc.*	98,000		728,140
PRGX Global, Inc.*	85,000		648,550
QAD, Inc., Class B	6,250		303,125
Quantum Corp.*	120,200		735,624
RealNetworks, Inc.*	170,000		265,200
RF Industries, Ltd.	32,600		160,066
Richardson Electronics, Ltd.	91,011		428,662
SeaChange International, Inc.*	125,000		175,000
ServiceSource International, Inc.*	359,917		633,454
SMTC Corp.*+	102,434		508,073
Sonim Technologies, Inc.*	150,000		108,600
Steel Connect, Inc.*	180,800		142,290
Synacor, Inc.*	155,900		212,024
Synchronoss Technologies, Inc.*	147,500		693,250
TESSCO Technologies, Inc.	20,000		124,800
TransAct Technologies, Inc.	30,000		213,000
Trio-Tech International*	26,800		106,168
Veritone, Inc.*	15,300		435,285
Wayside Technology Group, Inc.	18,498		353,312
WidePoint Corp.*+	26,500		267,915
Wireless Telecom Group, Inc.*	113,100		200,187
			20,224,500
Materials - 4.54%
Advanced Emissions Solutions, Inc.	56,500		310,750
AgroFresh Solutions, Inc.*	206,300		468,301
Ampco-Pittsburgh Corp.*	40,000		219,200
Comstock Mining, Inc.*	129,000		134,160
Contura Energy, Inc.*	90,600		1,030,122

Materials (continued)
Core Molding
Technologies, Inc.*	28,700	$	404,096
Flexible Solutions International, Inc.*	45,707		113,810
Flotek Industries, Inc.*	167,300		353,003
Friedman Industries, Inc.	54,000		370,440
Golden Minerals Co.*+	450,000		342,000
Gulf Resources, Inc.*	56,960		233,536
Intrepid Potash, Inc.*+	55,000		1,328,250
IT Tech Packaging, Inc.*	147,000		81,806
LSB Industries, Inc.*	149,000		505,110
Northern Technologies International Corp.	27,900		294,624
Olympic Steel, Inc.	38,200		509,206
Paramount Gold Nevada Corp.*+	105,000		122,850
Ramaco Resources, Inc.*	148,200		426,816
Rayonier Advanced Materials, Inc.*	39,406		256,927
Solitario Zinc Corp.*	205,000		115,271
Synalloy Corp.*	21,500		167,700
TimkenSteel Corp.*	81,587		381,011
Trecora Resources*	69,041		482,597
United States Antimony Corp.*	8,500		4,437
Universal Stainless & Alloy Products, Inc.*	34,558		258,494
			8,914,517
Real Estate - 0.41%
American Realty Investors, Inc.*+	13,597		148,207
Stratus Properties, Inc.*	21,150		539,325
Trinity Place Holdings, Inc.*	91,100		113,875
			801,407
Utilities - 0.24%
Spark Energy, Inc., Class A+	48,400		463,188
TOTAL COMMON STOCKS - 99.18% 194,639,723
(Cost $143,370,408)
EXCHANGE TRADED FUND - 0.39%
iShares Micro-Cap ETF+	6,525		774,191
TOTAL EXCHANGE TRADED FUND - 0.39%			774,191
(Cost $163,006)

30 Semi-Annual Report | December 31, 2020 (Unaudited)

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value

RIGHTS - 0.00%
Cogent Biosciences, Inc., CVR*∆	160,000	$	–
Elanco Animal Health, Inc., CVR*∆	46,983		–
OncoMed Pharmaceuticals, Inc, CVR*∆	125,000		–
Proteostasis Therapeutics, Inc., CVR*∆	159,500		–
TOTAL RIGHTS - 0.00%			–
(Cost $32,820)
WARRANTS - 0.01%
LGL Group, Inc. (The), expiring 11/16/25*	29,200		18,072
SAExploration Series A, expiring 07/27/21*∆	848		–
SAExploration Series B, expiring 07/27/21*∆	848		–
TOTAL WARRANTS - 0.01%			18,072
(Cost $14,873)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.60%
Fidelity Investments Money Market Government Portfolio Class I		0.01	%		1,170,317		1,170,317
TOTAL MONEY MARKET FUND - 0.60%							1,170,317
(Cost $1,170,317)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 9.48%
Fidelity Investments Money Market Government Portfolio Class I**		0.01	%				18,609,643
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 9.48%							18,609,643
(Cost $18,609,643)
TOTAL INVESTMENTS - 109.66%						$	215,211,946
(Cost $163,361,067)
Liabilities in Excess of Other Assets - (9.66%)							(18,956,471	)
NET ASSETS - 100.00%						$	196,255,475

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2020.

^ Rate disclosed as of December 31, 2020.

∆ Security was fair valued using significant unobservable inputs. As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan as of December 31, 2020. Total loaned securities had a value of $23,298,452 as of December 31, 2020. See Note 2 for disclosure of cash and non-cash collateral.

CVR - Contingent Value Right

LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices	Level 2 Significant Observable Inputs	Level 3 Significant Unobservable Inputs	Total
Common Stocks	$9,664,441	$–	$604,170	$10,268,611
Other Industries (a)	184,371,112	–	–	184,371,112
Total Common Stocks	194,035,553	–	604,170	194,639,723
Exchange Traded Fund	774,191	–	–	774,191
Rights	–	–	0	0
Warrants	18,072	–	0	18,072
Money Market Fund	–	1,170,317	–	1,170,317
Investments Purchased With Cash Proceeds From Securities Lending	–	18,609,643	–	18,609,643
TOTAL	$194,827,816	$19,779,960	$604,170	$215,211,946

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

bridgewayfunds.com 31

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
	Investment in Securities (Value)
	Common Stocks			Rights			Warrants		Total
Balance as of 06/30/2020	$	683,707		$	0		$	0	$	683,707
Purchases/Issuances		–			–			–		–
Sales/Expirations		(69,149	)		–			–		(69,149	)
Return of Capital		–			–			–		–
Realized Gain/ (Loss)		(520,235	)		(750	)		–		(520,985	)
Change in unrealized Appreciation/ (Depreciation)		509,847			750			–		510,597
Transfers in		–			–			–		–
Transfers out		–			–			–		–
Balance as of 12/31/2020	$	604,170		$	0		$	0	$	604,170
Net change in unrealized Appreciation/ (Depreciation) from investments held as of 12/31/2020	$	(20,139	)	$	–		$	–	$	(20,139	)
See Notes to Financial Statements.

32 Semi-Annual Report | December 31, 2020 (Unaudited)

Small-Cap Growth Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2020
Dear Fellow Small-Cap Growth Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +29.39%, modestly underperforming our primary market benchmark, the Russell 2000 Growth Index (+29.61%), but outperforming our peer benchmark, the Lipper Small-Cap Growth Funds Index (+24.32%). It was a strong quarter on an absolute basis, and a mixed one on a relative basis.

For the calendar year, our Fund returned +13.38%, lagging both the Russell 2000 Growth Index (+34.63%) and the Lipper Small-Cap Growth Funds Index (+37.36%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

				Annualized
	Quarter	6 Months	1 Year	5 Years	10 Years	15 Years	Since Inception (10/31/03)
Small-Cap Growth Fund	29.39%	38.55%	13.38%	9.98%	11.38%	6.02%	7.12%
Russell 2000 Growth Index	29.61%	38.88%	34.63%	16.36%	13.48%	10.69%	10.63%
Lipper Small-Cap Growth Funds Index	24.32%	34.84%	37.36%	18.41%	13.89%	10.47%	10.25%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The Russell 2000 Growth Index is an unmanaged index that consists of stocks in the Russell 2000 Index with higher price-to-book ratios and higher forecasted growth values with dividends reinvested. The Lipper Small-Cap Growth Funds Index is an index of small-company, growth-oriented funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgewayfunds.com 33

Small-Cap Growth Fund
MANAGER’S COMMENTARY (Unaudited)  (continued)

Growth of a $10,000 Investment
from Inception October 31, 2003 to December 31, 2020

Detailed Explanation of Quarterly Performance

The Fund’s diversifying value metrics and price momentum models lagged the benchmark during the quarter, detracting from relative results. This negative impact was partly offset by the Fund’s primary company financial health models, which out-performed the benchmark. The Fund’s greater-than-benchmark exposure to core stocks (as measured by multiple valuation metrics) detracted from relative results. However, the Fund’s tilt toward smaller stocks in the small-cap growth universe added to relative performance.

From a sector perspective, the Fund’s allocation effect was negative. Underweightings in the Information Technology and Health Care sectors and an overweighting in the Materials sector detracted the most from relative results. However, the Fund’s stock selection effect was positive, largely driven by holdings in the Financials and Information Technology sectors.

Detailed Explanation of Calendar Year Performance

All three of the Fund’s model categories, Company Financial Health, Value Metrics, and Price Momentum, underperformed the benchmark during the year and hurt relative returns. The Fund’s greater-than-benchmark exposure to core stocks (as measured by multiple valuation metrics) also detracted from relative performance. In contrast, the Fund’s tilt toward smaller stocks in the small-cap growth universe helped offset some of these negative impacts.

From a sector perspective, the Fund’s allocation effect, excluding cash, was positive. Underweightings in the Industrials and Communication Services sectors added the most to relative results. However, the Fund’s stock selection effect was significantly negative, with holdings in the Health Care and Industrials sectors weighing most heavily on relative performance.

34 Semi-Annual Report | December 31, 2020 (Unaudited)

Small-Cap Growth Fund
MANAGER’S COMMENTARY (Unaudited)  (continued)

Top Ten Holdings as of December 31, 2020

Rank	Description	Industry	% of Net Assets
1	Calix, Inc.	Information Technology	1.7%
2	Innospec, Inc.	Materials	1.7%
3	Surgery Partners, Inc.	Health Care	1.6%
4	NuVasive, Inc.	Health Care	1.6%
5	Pitney Bowes, Inc.	Industrials	1.6%
6	Amneal Pharmaceuticals, Inc.	Health Care	1.6%
7	John B. Sanfilippo & Son, Inc.	Consumer Staples	1.6%
8	Ensign Group, Inc. (The)	Health Care	1.6%
9	Sportsman's Warehouse Holdings, Inc.	Consumer Discretionary	1.6%
10	Primoris Services Corp.	Industrials	1.6%
	Total		16.2%

Industry Sector Representation as of December 31, 2020

	% of Net Assets		% of Russell 2000 Growth Index		Difference
Communication Services	0.0	%	2.3	%	-2.3	%
Consumer Discretionary	16.3	%	13.3	%	3.0	%
Consumer Staples	2.2	%	2.9	%	-0.7	%
Energy	0.0	%	0.2	%	-0.2	%
Financials	3.8	%	4.1	%	-0.3	%
Health Care	33.1	%	34.6	%	-1.6	%
Industrials	16.8	%	13.8	%	3.0	%
Information Technology	17.6	%	21.2	%	-3.6	%
Materials	4.7	%	2.5	%	2.2	%
Real Estate	3.9	%	3.5	%	0.4	%
Utilities	1.5	%	1.6	%	-0.1	%
Cash & Other Assets	0.1	%	0.0	%	0.1	%
Total	100.0	%	100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly affect short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in the small companies within this multi-cap fund generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options, futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Finally, the Fund exposes shareholders to “focus risk,” which

bridgewayfunds.com 35

Small-Cap Growth Fund
MANAGER’S COMMENTARY (Unaudited)  (continued)

may add to Fund volatility through the possibility that a single company could significantly affect total return. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

Conclusion

Thank you for your continued investment in Small-Cap Growth Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

36 Semi-Annual Report | December 31, 2020 (Unaudited)

Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

COMMON STOCKS - 99.89%
Consumer Discretionary - 16.33%
1-800-Flowers.com, Inc., Class A*+	3,400	$	88,400
Asbury Automotive Group, Inc.*+	1,800		262,332
Boot Barn Holdings, Inc.*+	2,400		104,064
Camping World Holdings, Inc., Class A+	14,800		385,540
Crocs, Inc.*	6,000		375,960
Deckers Outdoor Corp.*	600		172,068
Installed Building Products, Inc.*	700		71,351
iRobot Corp.*+	2,600		208,754
LCI Industries	2,900		376,072
Malibu Boats, Inc., Class A*	3,600		224,784
Meritage Homes Corp.*	800		66,256
OneWater Marine, Inc., Class A*	3,600		104,724
Purple Innovation, Inc.*+	9,000		296,460
Rent-A-Center, Inc.	3,900		149,331
RH*+	900		402,768
Skyline Champion Corp.*	2,400		74,256
Sportsman’s Warehouse Holdings, Inc.*	25,300		444,015
Strategic Education, Inc.	4,200		400,386
TopBuild Corp.*	2,000		368,160
			4,575,681
Consumer Staples - 2.20%
B&G Foods, Inc.+	3,100		85,963
Central Garden & Pet Co., Class A*	2,200		79,926
John B. Sanfilippo & Son, Inc.	5,700		449,502
			615,391
Financials - 3.75%
Curo Group Holdings Corp.	29,900		428,467
Houlihan Lokey, Inc.	1,100		73,953
PennyMac Financial Services, Inc.	1,400		91,868
PJT Partners, Inc., Class A	5,300		398,825
Siebert Financial Corp.*+	13,900		58,380
			1,051,493
Health Care - 33.14%
AMN Healthcare Services, Inc.*	5,200		354,900

Health Care (continued)
Amneal Pharmaceuticals, Inc.*+	98,600	$	450,602
Atrion Corp.	400		256,896
Avid Bioservices, Inc.*	14,900		171,946
Blueprint Medicines Corp.*	3,400		381,310
Catalyst Pharmaceuticals, Inc.*	89,500		298,930
CONMED Corp.	3,700		414,400
Corcept Therapeutics, Inc.*	15,800		413,328
Cutera, Inc.*	14,200		342,362
Ensign Group, Inc. (The)	6,100		444,812
iCAD, Inc.*+	24,600		324,720
InfuSystem Holdings, Inc.*	7,000		131,460
Innoviva, Inc.*	33,400		413,826
iRadimed Corp.*	7,300		166,440
Joint Corp. (The)*	14,600		383,396
LeMaitre Vascular, Inc.	1,900		76,950
Luminex Corp.*	17,200		397,664
Medpace Holdings, Inc.*	3,000		417,600
Millendo Therapeutics, Inc.*	164,300		351,602
Neuronetics, Inc.*+	32,700		363,297
NuVasive, Inc.*	8,100		456,273
Ontrak, Inc.*+	4,600		284,234
Prestige Consumer Healthcare, Inc.*	7,400		258,038
Radius Health, Inc.*	23,100		412,566
Select Medical Holdings Corp.*	15,400		425,964
Simulations Plus, Inc.+	3,600		258,912
Surgery Partners, Inc.*	15,800		458,358
Zynex, Inc.*+	13,000		174,980
			9,285,766
Industrials - 16.75%
Air Transport Services Group, Inc.*	13,000		407,420
Ameresco, Inc., Class A*	2,000		104,480
Atkore International Group, Inc.*	9,500		390,545
Atlas Air Worldwide Holdings, Inc.*	7,800		425,412
Avis Budget Group, Inc.*	6,900		257,370
Cornerstone Building Brands, Inc.*	43,000		399,040
Daseke, Inc.*	64,500		374,745
Evoqua Water Technologies Corp.*	3,000		80,940
HC2 Holdings, Inc.*	127,700		416,302
Masonite International Corp.*	700		68,838
Meritor, Inc.*	6,200		173,042

bridgewayfunds.com 37

Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Rate^ Shares Value

Common Stocks (continued)
Industrials (continued)
Pitney Bowes, Inc.	74,000	$	455,840
Primoris Services Corp.	15,900		438,999
Shyft Group, Inc. (The)	12,000		340,560
Tetra Tech, Inc.	3,100		358,918
			4,692,451
Information Technology - 17.56%
Calix, Inc.*	15,800		470,208
Cardtronics PLC, Class A*	8,000		282,400
Diebold Nixdorf, Inc.*	38,100		406,146
Evo Payments, Inc., Class A*	10,500		283,605
ExlService Holdings, Inc.*	2,000		170,260
FormFactor, Inc.*	7,300		314,046
Inseego Corp.*+	23,900		369,733
MAXIMUS, Inc.	3,700		270,803
OSI Systems, Inc.*	900		83,898
Plantronics, Inc.+	10,000		270,300
Power Integrations, Inc.	5,200		425,672
Rimini Street, Inc.*	24,500		108,535
Super Micro Computer, Inc.*	7,500		237,450
TTEC Holdings, Inc.	5,800		422,994
Ultra Clean Holdings, Inc.*	13,200		411,180
Varonis Systems, Inc.*	2,400		392,664
			4,919,894
Materials - 4.73%
Forterra, Inc.*	24,700		424,716
Innospec, Inc.	5,100		462,723
Louisiana-Pacific Corp.	11,800		438,606
			1,326,045
Real Estate - 3.92%
Easterly Government
Properties, Inc.	9,600		217,440
National Storage Affiliates Trust	11,300		407,139
Redfin Corp.*	5,100		350,013
Terreno Realty Corp.	2,100		122,871
			1,097,463
Utilities - 1.51%
York Water Co. (The)	9,100		424,060
TOTAL COMMON STOCKS - 99.89%			27,988,244

MONEY MARKET FUND - 0.18%
Fidelity Investments Money Market Government Portfolio Class I	0.01	%	51,618	$	51,618
TOTAL MONEY MARKET FUND - 0.18%					51,618
(Cost $51,618)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.86%
Fidelity Investments Money Market Government Portfolio Class I**	0.01	%	800,131		800,131
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.86%					800,131
(Cost $800,131)
TOTAL INVESTMENTS - 102.93%				$	28,839,993
(Cost $21,779,722)
Liabilities in Excess of Other Assets - (2.93%)					(821,581	)
NET ASSETS - 100.00%				$	28,018,412

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2020.

^ Rate disclosed as of December 31, 2020.

+ This security or a portion of the security is out on loan as of December 31, 2020. Total loaned securities had a value of $3,291,170 as of December 31, 2020. See Note 2 for disclosure of cash and non-cash collateral.

PLC - Public Limited Company

38 Semi-Annual Report | December 31, 2020 (Unaudited)

Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):
	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)		$27,988,244		$–		$–		$27,988,244
Money Market Fund		–		51,618		–		51,618
Investments Purchased With Cash Proceeds From Securities Lending		–		800,131		–		800,131
TOTAL		$27,988,244		$851,749		$–		$28,839,993

	(a)	- Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
See Notes to Financial Statements.

bridgewayfunds.com 39

Small-Cap Value Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2020

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +32.79%, underperforming our primary market benchmark, the Russell 2000 Value Index (+33.36%), but leading our peer benchmark, the Lipper Small-Cap Value Funds Index (+29.55%). It was a good quarter on an absolute basis and a mixed one on a relative basis.

For the calendar year, our Fund returned +12.04%, outperforming both the Russell 2000 Value Index (+4.63%) and the Lipper Small-Cap Value Funds Index (+1.81%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

				Annualized
	Quarter	6 Months	1 Year	5 Years	10 Years	15 Years	Since Inception (10/31/03)
Small-Cap Value Fund	32.79%	44.93%	12.04%	8.75%	9.02%	5.72%	7.20%
Russell 2000 Value Index	33.36%	36.77%	4.63%	9.65%	8.66%	6.92%	8.01%
Lipper Small-Cap Value Funds Index	29.55%	34.03%	1.81%	7.76%	7.54%	6.57%	7.82%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The Russell 2000 Value Index is an unmanaged index that consists of stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values with dividends reinvested. The Lipper Small-Cap Value Funds Index is an index of small-company, value-oriented funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

40 Semi-Annual Report | December 31, 2020 (Unaudited)

Small-Cap Value Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment
from Inception October 31, 2003 to December 31, 2020

Detailed Explanation of Quarterly Performance

The Fund’s value metrics and company financial health models modestly underperformed the benchmark and detracted from relative results. This negative impact was partly offset by outperformance from Fund’s price momentum model. The Fund’s tilt toward deeper value stocks (across multiple valuation metrics) and smaller stocks in the small-cap value universe added to relative performance.

From a sector perspective, the Fund’s allocation effect excluding cash was positive. An underweighting in the Utilities sector and an overweighting in the Energy sector added the most to relative results. However, the Fund’s stock selection effect was negative, largely driven by poor performance from holdings in the Communication Services, Information Technology, and Real Estate sectors.

Detailed Explanation of Calendar Year Performance

The Fund’s core value metrics models and diversifying price momentum model strongly outperformed the benchmark and added significantly to relative results. Underperformance by the Fund’s diversifying company financial health models offset some of that positive impact. The Fund’s tilt toward deeper value stocks across multiple valuation metrics had a mixed impact on relative performance, while a tilt toward smaller stocks in the small-cap value universe detracted from relative results.

From a sector perspective, the Fund’s allocation effect excluding cash was negative. An underweighting in the Consumer Staples sector and an overweighting in the Real Estate sector detracted the most from relative results. However, the Fund’s stock selection effect was significantly positive, primarily due to strong performance from holdings in the Financials, Con-sumer Discretionary, and Consumer Staples sectors.

bridgewayfunds.com 41

Small-Cap Value Fund
MANAGER’S COMMENTARY (Unaudited)  (continued)

Top Ten Holdings as of December 31, 2020

Rank	Description	Industry	% of Net Assets
1	GameStop Corp., Class A	Consumer Discretionary	2.0%
2	Antero Resources Corp.	Energy	1.9%
3	Mistras Group, Inc.	Industrials	1.7%
4	Primoris Services Corp.	Industrials	1.6%
5	CONSOL Energy, Inc.	Energy	1.6%
6	Darling Ingredients, Inc.	Consumer Staples	1.6%
7	Ryerson Holding Corp.	Materials	1.5%
8	LeMaitre Vascular, Inc.	Health Care	1.5%
9	Artisan Partners Asset Management, Inc., Class A	Financials	1.5%
10	CASI Pharmaceuticals, Inc.	Health Care	1.5%
	Total		16.4%

Industry Sector Representation as of December 31, 2020

	% of Net Assets		% of Russell 2000 Value Index		Difference
Communication Services	0.2	%	2.4	%	-2.2	%
Consumer Discretionary	15.8	%	12.8	%	3.0	%
Consumer Staples	3.6	%	3.5	%	0.1	%
Energy	8.7	%	4.2	%	4.5	%
Financials	24.6	%	27.6	%	-3.0	%
Health Care	9.1	%	6.4	%	2.7	%
Industrials	14.2	%	16.8	%	-2.7	%
Information Technology	9.1	%	6.4	%	2.7	%
Materials	5.7	%	6.3	%	-0.6	%
Real Estate	7.6	%	9.1	%	-1.5	%
Utilities	1.3	%	4.5	%	-3.2	%
Cash & Other Assets	0.1	%	0.0	%	0.1	%
Total	100.0	%	100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly affect short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in the small companies within this multi-cap fund generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options, futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Finally, the Fund exposes shareholders to “focus risk,” which

42 Semi-Annual Report | December 31, 2020 (Unaudited)

Small-Cap Value Fund
MANAGER’S COMMENTARY (Unaudited)  (continued)

may add to Fund volatility through the possibility that a single company could significantly affect total return. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

Conclusion

Thank you for your continued investment in Small-Cap Value Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgewayfunds.com 43

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

COMMON STOCKS - 99.93%
Communication Services - 0.18%
Consolidated Communications Holdings, Inc.*	14,800	$	72,372
Consumer Discretionary - 15.82%
Adient PLC*	11,400		396,378
Chico’s FAS, Inc.	128,300		203,997
Everi Holdings, Inc.*	33,200		458,492
GameStop Corp., Class A*+	42,500		800,700
Hibbett Sports, Inc.*	10,100		466,418
Lithia Motors, Inc., Class A	800		234,136
Meritage Homes Corp.*	2,500		207,050
Michaels Cos., Inc. (The)*+	42,500		552,925
ODP Corp. (The)+	15,430		452,099
Scientific Games Corp.*	13,300		551,817
Shoe Carnival, Inc.+	13,100		513,258
Sleep Number Corp.*	6,700		548,462
Tenneco, Inc., Class A*	51,900		550,140
Tupperware Brands Corp.*	15,800		511,762
			6,447,634
Consumer Staples - 3.62%
Darling Ingredients, Inc.*	11,300		651,784
Ingles Markets, Inc., Class A	4,100		174,906
SpartanNash Co.	7,600		132,316
United Natural Foods, Inc.*+	26,100		416,817
Weis Markets, Inc.+	2,100		100,401
			1,476,224
Energy - 8.74%
Antero Resources Corp.*+	142,700		777,715
Comstock Resources, Inc.*	20,700		90,459
CONSOL Energy, Inc.*	91,600		660,436
CVR Energy, Inc.	6,500		96,850
Dorian LPG, Ltd.*	29,800		363,262
Nabors Industries, Ltd.+	4,200		244,566
Peabody Energy Corp.*	181,300		436,933
Solaris Oilfield Infrastructure, Inc., Class A	14,400		117,216
Whiting Petroleum Corp.*	8,700		217,500
World Fuel Services Corp.	17,900		557,764
			3,562,701

Financials - 24.62%
Amalgamated Bank, Class A	13,400	$	184,116
A-Mark Precious Metals, Inc.	3,700		94,905
Artisan Partners Asset Management, Inc., Class A	12,100		609,114
Axos Financial, Inc.*	15,900		596,727
Berkshire Hills Bancorp, Inc.	31,300		535,856
Cadence BanCorp	9,900		162,558
Chemung Financial Corp.	1,600		54,320
Enova International, Inc.*	5,700		141,189
Enstar Group, Ltd.*	2,100		430,269
Essent Group, Ltd.	10,900		470,880
Federated Hermes, Inc.	8,500		245,565
First BanCorp Puerto Rico	46,800		431,496
GAMCO Investors, Inc., Class A	8,700		154,338
Green Dot Corp., Class A*	9,100		507,780
HarborOne Bancorp, Inc.	49,900		541,914
LCNB Corp.	9,500		139,555
National Bank Holdings Corp., Class A	16,700		547,092
National General Holdings Corp.	14,400		492,192
National Western Life Group, Inc., Class A	1,900		392,236
Nelnet, Inc., Class A	2,600		185,224
NMI Holdings, Inc., Class A*	11,300		255,945
Piper Sandler Cos.	5,700		575,130
Provident Bancorp, Inc.	19,000		228,000
Selective Insurance Group, Inc.	6,200		415,276
Stewart Information Services Corp.	10,000		483,600
Stifel Financial Corp.	10,800		544,968
Waddell & Reed Financial, Inc., Class A	8,700		221,589
Walker & Dunlop, Inc.	2,600		239,252
Waterstone Financial, Inc.	8,300		156,206
			10,037,292
Health Care - 9.14%
Avid Bioservices, Inc.*	19,000		219,260
CASI Pharmaceuticals, Inc.*	205,200		605,340
Community Health Systems, Inc.*	51,500		382,645
HealthStream, Inc.*	14,700		321,048
Lannett Co., Inc.*+	29,700		193,644

44 Semi-Annual Report | December 31, 2020 (Unaudited)

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

Common Stocks (continued)
Health Care (continued)
LeMaitre Vascular, Inc.	15,300	$	619,650
Milestone Scientific, Inc.*	99,800		211,576
National HealthCare Corp.	1,300		86,333
Owens & Minor, Inc.	18,800		508,540
Phibro Animal Health Corp., Class A	12,500		242,750
TherapeuticsMD, Inc.*+	275,500		333,355
			3,724,141
Industrials - 14.18%
ABM Industries, Inc.	12,300		465,432
Arcosa, Inc.	3,800		208,734
Atlas Air Worldwide Holdings, Inc.*	5,000		272,700
Builders FirstSource, Inc.*	12,900		526,449
GMS, Inc.*	3,900		118,872
Hub Group, Inc., Class A*	2,600		148,200
L B Foster Co., Class A*	22,800		343,140
Mistras Group, Inc.*	88,300		685,208
Pitney Bowes, Inc.	45,900		282,744
Primoris Services Corp.	24,200		668,162
Quad/Graphics, Inc.	145,900		557,338
SkyWest, Inc.	3,500		141,085
Triton International, Ltd./Bermuda	2,800		135,828
US Xpress Enterprises, Inc., Class A*	84,300		576,612
Veritiv Corp.*	25,900		538,461
Willis Lease Finance Corp.*	3,700		112,702
			5,781,667
Information Technology - 9.13%
Amkor Technology, Inc.	36,100		544,388
Axcelis Technologies, Inc.*	7,400		215,488
Cardtronics PLC, Class A*	2,700		95,310
Cohu, Inc.	15,600		595,608
Conduent, Inc.*	29,200		140,160
Diebold Nixdorf, Inc.*	13,000		138,580
MoneyGram International, Inc.*	23,600		128,974
PC Connection, Inc.	6,200		293,198
Sanmina Corp.*	14,800		471,972
Sykes Enterprises, Inc.*	13,500		508,545
Synaptics, Inc.*+	6,100		588,040
			3,720,263
Materials - 5.66%
Commercial Metals Co.	21,500		441,610
Innospec, Inc.	4,800		435,504

Materials (continued)
Olympic Steel, Inc.	8,000	$	106,640
Rayonier Advanced Materials, Inc.*	23,500		153,220
Ryerson Holding Corp.*	45,800		624,712
SunCoke Energy, Inc.	32,100		139,635
Verso Corp., Class A	33,600		403,872
			2,305,193
Real Estate - 7.57%
Gladstone Commercial Corp.	18,200		327,600
Gladstone Land Corp.	14,700		215,208
Monmouth Real Estate Investment Corp.	29,700		514,404
Newmark Group, Inc., Class A	8,800		64,152
Physicians Realty Trust+	12,200		217,160
QTS Realty Trust, Inc., Class A+	4,100		253,708
Realogy Holdings Corp.*	41,100		539,232
Retail Opportunity Investments Corp.	14,100		188,799
STAG Industrial, Inc.	11,800		369,576
Terreno Realty Corp.	6,800		397,868
			3,087,707
Utilities - 1.27%
Atlantic Power Corp.*	245,900		516,390
TOTAL COMMON STOCKS - 99.93%			40,731,584
(Cost $32,781,091)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.14%
Fidelity Investments Money Market Government Portfolio Class I		0.01	%		56,369		56,369
TOTAL MONEY MARKET FUND - 0.14%							56,369
(Cost $56,369)

bridgewayfunds.com 45

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Rate^ Shares Value

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.46%
Fidelity Investments Money Market Government Portfolio Class I**	0.01	%	1,411,967	$	1,411,967
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.46%					1,411,967
(Cost $1,411,967)
TOTAL INVESTMENTS - 103.53%				$	42,199,920
(Cost $34,249,427)
Liabilities in Excess of Other Assets - (3.53%)					(1,437,355	)
NET ASSETS - 100.00%				$	40,762,565

	*	Non-income producing security.
	**	This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2020.
	^	Rate disclosed as of December 31, 2020.
	+	This security or a portion of the security is out on loan as of December 31, 2020. Total loaned securities had a value of $4,545,495 as of December 31, 2020. See Note 2 for disclosure of cash and non-cash collateral.
PLC - Public Limited Company
Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	40,731,584	$	–	$	–	$	40,731,584
Money Market Fund		–		56,369		–		56,369
Investments Purchased With Cash Proceeds From Securities Lending		–		1,411,967		–		1,411,967
TOTAL	$	40,731,584	$	1,468,336	$	–	$	42,199,920
(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
See Notes to Financial Statements.

46 Semi-Annual Report | December 31, 2020 (Unaudited)

Blue Chip Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2020
Dear Fellow Blue Chip Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +12.75%, outperforming our primary market benchmark, the S&P 500 Index (+12.15%), our peer benchmark, the Lipper Large-Cap Core Funds Index (+12.12%), and the Russell Top 50 Mega Cap Index (+10.42%). It was a good quarter.

For the calendar year, our Fund returned +13.51%, trailing the S&P 500 Index (+18.40%), the Lipper Large-Cap Core Funds Index (+16.10%), and the Russell Top 50 Mega Cap Index (+26.80%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

				Annualized
	Quarter	6 Months	1 Year	5 Years	10 Years	15 Years	Since Inception (7/31/97)
Blue Chip Fund	12.75%	21.40%	13.51%	14.46%	13.35%	9.69%	8.11%
S&P 500 Index	12.15%	22.16%	18.40%	15.22%	13.88%	9.88%	8.04%
Russell Top 50 Mega Cap Index	10.42%	23.43%	26.80%	17.26%	14.94%	10.31%	7.60%
Lipper Large-Cap Core Funds Index	12.12%	21.70%	16.10%	14.04%	12.49%	8.85%	7.11%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell Top 50 Mega Cap Index measures the performance of the largest companies in the Russell 3000 Index. It includes 50 of the largest securities, based on a combination of their market cap and current index membership, and represents approximately 40% of the total market capitalization of the Russell 3000 Index. The Lipper Large-Cap Core Funds Index reflects the aggregate record of domestic large-cap core mutual funds as reported by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

Effective July 31, 2019, the Fund’s principal strategies were significantly revised.

bridgewayfunds.com 47

Blue Chip Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment
from Inception July 31, 1997 to December 31, 2020

Detailed Explanation of Quarterly Performance

An overweighting in value stocks improved relative returns for the quarter. While the Fund’s design doesn’t focus on value or growth, our quarterly rebalancing process increased the portfolio’s exposure to value stocks that outperformed growth stocks during the quarter. In contrast, the Fund’s mega-cap design detracted from relative performance, because the portfolio was concentrated in larger stocks during a quarter in which the smaller stocks in the large-cap universe outperformed.

From a sector perspective, the Fund’s allocation effect was positive, largely driven by overweightings in the Energy and Financials sectors and an underweighting in the Health Care sector. However, the Fund’s stock selection effect was negative. Holdings in the Consumer Discretionary and Health Care sectors detracted the most from relative performance.

Detailed Explanation of Calendar Year Performance

An overweighting in value stocks detracted from relative results. While the Fund’s design doesn’t focus on value or growth, the quarterly rebalancing process increased the portfolio’s exposure to value stocks during a year in which value under-performed growth overall. The Fund’s roughly equal weight design also detracted from relative performance. Maintaining a roughly equal weight portfolio resulted in overweightings in smaller stocks in the mega-cap space that underperformed during most of the year.

From a sector perspective, the Fund’s allocation effect was positive. Underweightings in the Real Estate and Utilities sectors and an overweighting in the Communication Services sector contributed the most to relative performance. However, the Fund’s stock selection effect was negative, largely driven by poor performance from holdings in the Information Technology, Financials, Industrials, and Health Care sectors.

48 Semi-Annual Report | December 31, 2020 (Unaudited)

Blue Chip Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

The table below presents index performance numbers for stocks in the different CRSP deciles during various time periods.

The table is intended to provide a frame of reference for size.

				Annualized
CRSP Decile1	Quarter	6 Months	1 Year	5 Years	10 Years	94 Years
1 (ultra-large)	12.07%	24.04%	24.00%	16.82%	14.60%	9.66%
2	18.19%	26.51%	21.46%	15.27%	13.73%	10.72%
3	22.59%	34.12%	23.56%	15.52%	13.06%	11.17%
4	25.37%	32.73%	18.11%	13.32%	12.33%	10.98%
5	31.15%	36.98%	25.22%	12.80%	11.20%	11.43%
6	36.86%	41.80%	31.88%	14.98%	12.42%	11.48%
7	33.87%	42.18%	29.06%	17.57%	13.75%	11.81%
8	37.38%	37.60%	15.88%	11.55%	10.16%	11.42%
9	37.86%	47.38%	34.68%	17.37%	12.38%	11.66%
10 (ultra-small)	38.01%	42.88%	34.53%	14.46%	10.83%	13.29%

1 Performance figures are as of the period ended December 31, 2020. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of publicly traded US stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

bridgewayfunds.com 49

Blue Chip Fund
MANAGER’S COMMENTARY (Unaudited)  (continued)

Contribution to Returns for Blue Chip Fund stocks for the calendar year December 31, 2020:

Rank Company		Industry	% Contribution to Return
1	Amazon.com, Inc.	Consumer Discretionary	3.0%
2	QUALCOMM, Inc.	Information Technology	2.8%
3	Apple, Inc.	Information Technology	2.8%
4	Microsoft Corp.	Information Technology	1.8%
5	Facebook, Inc., Class A	Communication Services	1.5%
6	United Parcel Service, Inc., Class B	Industrials	1.4%
7	Walt Disney Co. (The)	Communication Services	0.7%
8	Oracle Corp.	Information Technology	0.7%
9	Walmart, Inc.	Consumer Staples	0.6%
10	Home Depot, Inc. (The)	Consumer Discretionary	0.6%
10	Visa, Inc., Class A	Information Technology	0.6%
11	Alphabet, Inc., Class A	Communication Services	0.6%
12	Alphabet, Inc., Class C	Communication Services	0.6%
13	Procter & Gamble Co. (The)	Consumer Staples	0.5%
14	Carrier Global Corp.	Industrials	0.5%
15	UnitedHealth Group, Inc.	Health Care	0.5%
16	Comcast Corp., Class A	Communication Services	0.4%
17	Otis Worldwide Corp.	Industrials	0.3%
18	Johnson & Johnson	Health Care	0.2%
19	McDonald’s Corp.	Consumer Discretionary	0.2%
20	PepsiCo, Inc.	Consumer Staples	0.2%
21	Pfizer, Inc.	Health Care	0.2%
22	Cisco Systems, Inc.	Information Technology	0.1%
23	Viatris, Inc.	Health Care	0.0%
23	3M Co.	Industrials	0.0%
24	Berkshire Hathaway, Inc., Class B	Financials	0.0%
25	Verizon Communications, Inc.	Communication Services	0.0%
26	International Business Machines Corp.	Information Technology	-0.1%
27	Coca-Cola Co. (The)	Consumer Staples	-0.2%
28	Merck & Co., Inc.	Health Care	-0.2%
29	Intel Corp.	Information Technology	-0.3%
30	Citigroup, Inc.	Financials	-0.3%
31	Chevron Corp.	Energy	-0.4%
32	JPMorgan Chase & Co.	Financials	-0.5%
33	Exxon Mobil Corp.	Energy	-0.8%
34	Raytheon Technologies Corp.	Industrials	-0.8%
35	AT&T, Inc.	Communication Services	-0.9%
36	Boeing Co. (The)	Industrials	-1.0%
37	Bank of America Corp.	Financials	-1.0%
38	Wells Fargo & Co.	Financials	-1.4%

50 Semi-Annual Report | December 31, 2020 (Unaudited)

Blue Chip Fund
MANAGER’S COMMENTARY (Unaudited)  (continued)

Industry Sector Representation as of December 31, 2020

	% of Net Assets		% of S&P 500 Index		Difference
Communication Services	17.2	%	10.8	%	6.4	%
Consumer Discretionary	8.6	%	12.7	%	-4.1	%
Consumer Staples	10.6	%	6.5	%	4.1	%
Energy	4.5	%	2.3	%	2.2	%
Financials	13.3	%	10.4	%	2.9	%
Health Care	9.5	%	13.5	%	-4.0	%
Industrials	11.4	%	8.4	%	3.0	%
Information Technology	25.1	%	27.6	%	-2.5	%
Materials	0.0	%	2.6	%	-2.6	%
Real Estate	0.0	%	2.4	%	-2.4	%
Utilities	0.0	%	2.8	%	-2.8	%
Liabilities in Excess of Other Assets	-0.2	%	0.0	%	-0.2	%
Total	100.0	%	100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

The Fund is subject to significant market risk (volatility) and is not an appropriate investment for short-term investors.

Conclusion

Thank you for your continued investment in Blue Chip Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgewayfunds.com 51

Blue Chip Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

COMMON STOCKS - 100.25%
Communication Services - 17.17%
Alphabet, Inc., Class A*	5,180	$	9,078,675
Alphabet, Inc., Class C*	5,159		9,037,949
AT&T, Inc.	365,555		10,513,362
Comcast Corp., Class A	203,800		10,679,120
Facebook, Inc., Class A*	64,000		17,482,240
Verizon Communications, Inc.	178,389		10,480,354
Walt Disney Co. (The)*	58,750		10,644,325
			77,916,025
Consumer Discretionary - 8.59%
Amazon.com, Inc.*	5,450		17,750,269
Home Depot, Inc. (The)	39,700		10,545,114
McDonald’s Corp.	49,700		10,664,626
			38,960,009
Consumer Staples - 10.64%
Coca-Cola Co. (The)	193,614		10,617,792
PepsiCo, Inc.	70,675		10,481,102
Procter & Gamble Co. (The)	119,906		16,683,721
Walmart, Inc.	72,869		10,504,066
			48,286,681
Energy - 4.50%
Chevron Corp.	121,345		10,247,585
Exxon Mobil Corp.	246,887		10,176,682
			20,424,267
Financials - 13.33%
Bank of America Corp.	348,608		10,566,309
Berkshire Hathaway, Inc., Class B*	46,100		10,689,207
Citigroup, Inc.	172,200		10,617,852
JPMorgan Chase & Co.	141,195		17,941,649
Wells Fargo & Co.	353,619		10,672,221
			60,487,238
Health Care - 9.49%
Johnson & Johnson	68,412		10,766,681
Merck & Co., Inc.	128,235		10,489,623
Pfizer, Inc.	284,974		10,489,893
UnitedHealth Group, Inc.	30,500		10,695,740
Viatris, Inc.*	33,584		629,364
			43,071,301

Industrials - 11.43%
3M Co.	59,700	$	10,434,963
Boeing Co. (The)	48,500		10,381,910
Carrier Global Corp.	81,010		3,055,697
Otis Worldwide Corp.	39,205		2,648,298
Raytheon Technologies Corp.	149,910		10,720,064
United Parcel Service, Inc., Class B	86,863		14,627,729
			51,868,661
Information Technology - 25.10%
Apple, Inc.	135,500		17,979,495
Cisco Systems, Inc.	227,808		10,194,408
Intel Corp.	209,793		10,451,887
International Business Machines Corp.	83,867		10,557,178
Microsoft Corp.	80,245		17,848,093
Oracle Corp.	161,263		10,432,103
QUALCOMM, Inc.	119,400		18,189,396
Visa, Inc., Class A	83,350		18,231,146
			113,883,706
TOTAL COMMON STOCKS - 100.25%			454,897,888
(Cost $197,653,357)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.00%
Fidelity Investments Money Market Government Portfolio Class I		0.01	%		948		948
TOTAL MONEY MARKET FUND - 0.00%							948
(Cost $948)
TOTAL INVESTMENTS - 100.25%						$	454,898,836
(Cost $197,654,305)
Liabilities in Excess of Other Assets - (0.25%)							(1,124,279	)
NET ASSETS - 100.00%						$	453,774,557

* Non-income producing security.

^ Rate disclosed as of December 31, 2020.

52 Semi-Annual Report | December 31, 2020 (Unaudited)

Blue Chip Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):
	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	454,897,888	$	–	$	–	$	454,897,888
Money Market Fund		–		948		–		948
TOTAL	$	454,897,888	$	948	$	–	$	454,898,836
(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
See Notes to Financial Statements.

bridgewayfunds.com 53

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2020

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +5.94%, underperforming our primary market benchmark, the S&P 500 Index (+12.15%) and our peer benchmark, the Lipper Balanced Funds Index (+9.58%). However, the Fund performed in line with its design during the quarter.

For the calendar year, our Fund returned +10.55%, underperforming the S&P 500 Index (+18.40%) and the Lipper Balanced Funds Index (+13.57%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year, 15-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

				Annualized
	Quarter	6 Months	1 Year	5 Years	10 Years	15 Years	Since Inception (6/30/01)
Managed Volatility Fund	5.94%	9.20%	10.55%	5.64%	5.17%	3.99%	4.36%
S&P 500 Index	12.15%	22.16%	18.40%	15.22%	13.88%	9.88%	8.05%
Lipper Balanced Funds Index	9.58%	16.37%	13.57%	9.60%	8.28%	6.81%	6.22%

Performance figures quoted in the table above represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Lipper Balanced Funds Index is an index of balanced funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

54 Semi-Annual Report | December 31, 2020 (Unaudited)

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment
from Inception June 30, 2001 to December 31, 2020

Detailed Explanation of Quarterly Performance

For the quarter, the Managed Volatility Fund met its design objective by capturing 49% of the S&P 500 Index’s return. The Fund had an annualized standard deviation of 6.38% during the quarter, which was 61% lower than the S&P 500’s annualized standard deviation of 16.19% during the same period.

The portfolio’s equities component made the largest positive contribution to performance, returning roughly 5.7%. The portfolio’s options component also added to performance, returning about 0.4%. In contrast, the portfolio’s futures component detracted from performance, contributing roughly -0.3% to the Fund’s return. This performance was in line with expectations during a rising equity market. Returns for the portfolio’s fixed income component were essentially flat for the quarter.

Detailed Explanation of Calendar Year Performance

For the year, the Managed Volatility Fund met its design objective by capturing 57% of the S&P 500 Index’s return. The Fund had an annualized standard deviation of 12.65% during the year, which was 64% lower than the S&P 500’s annualized standard deviation of 34.91% during the same period.

The portfolio’s equities and options components added to performance, contributing roughly 10.3% and 1.4% to the Fund’s return, respectively. The portfolio’s futures component detracted from performance, returning roughly -2.5%, but this performance was in line with expectations during a rising equity market. The performance of the portfolio’s fixed income component was flat during the year.

The Fund continues to perform as designed, particularly over longer time horizons. For the past 15 years and since inception, the Fund has captured roughly 40% and 54%, respectively, of the S&P 500’s return. The Fund’s annualized standard deviation has been about 56% lower than the index’s for the last 15 years and since inception.

bridgewayfunds.com 55

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited)  (continued)

Top Ten Holdings as of December 31, 2020

Rank	Description	Industry	% of Net Assets
1	Apple, Inc.	Information Technology	3.1%
2	Amazon.com, Inc.	Consumer Discretionary	3.0%
3	Microsoft Corp.	Information Technology	2.1%
4	Alphabet, Inc., Class A	Communication Services	1.4%
5	Alphabet, Inc., Class C	Communication Services	1.4%
6	Walmart, Inc.	Consumer Staples	1.3%
7	Adobe, Inc.	Information Technology	1.2%
8	QUALCOMM, Inc.	Information Technology	1.1%
9	UnitedHealth Group, Inc.	Health Care	1.1%
10	Lowe’s Cos., Inc.	Consumer Discretionary	1.0%
	Total		16.7%

Industry Sector Representation as of December 31, 2020

Asset Type	% of Net Assets
Common Stock	54.1%
Communication Services	5.7%
Consumer Discretionary	6.0%
Consumer Staples	5.4%
Energy	1.0%
Financials	5.6%
Health Care	7.7%
Industrials	4.0%
Information Technology	14.7%
Materials	1.2%
Real Estate	0.9%
Utilities	1.9%
U.S. Government Obligations	34.2%
Call Options Written	-1.3%
Put Options Written	-1.2%
Money Market Fund	7.8%
Cash & Other Assets	6.4%
Total	100%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly affect short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in the small companies within this multi-cap fund generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large

56 Semi-Annual Report | December 31, 2020 (Unaudited)

Managed Volatility Fund  

MANAGER’S COMMENTARY (Unaudited) (continued) 

companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options, futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole. The Fund uses an option writing strategy in which the Fund may sell covered calls or secured put options. Options are subject to special risks and may not fully protect the Fund against declines in the value of its stocks. In addition, an option writing strategy limits the upside profit potential normally associated with stocks. Finally, the Fund’s fixed-income holdings are subject to three types of risk. Interest rate risk is the chance that bond prices overall will decline as interest rates rise. Credit risk is the chance that a bond issuer will fail to pay interest and principal. Prepayment risk is the chance that a mortgage-backed bond issuer will repay a higher yielding bond, resulting in a lower paying yield.

Conclusion

Thank you for your continued investment in Managed Volatility Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

bridgewayfunds.com 57

Managed Volatility Fund

SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

COMMON STOCKS - 54.08%
Communication Services - 5.73%
Alphabet, Inc., Class A*	260	$	455,686
Alphabet, Inc., Class C*	260		455,489
AT&T, Inc.#	3,140		90,306
CenturyLink, Inc.	1,200		11,700
Comcast Corp., Class A#	600		31,440
Discovery, Inc., Class C*	1,014		26,557
DISH Network Corp., Class A*#	5,000		161,700
Facebook, Inc., Class A*#	1,100		300,476
Fox Corp., Class A#	266		7,746
Omnicom Group, Inc.#	600		37,422
Verizon Communications, Inc.#	900		52,875
Walt Disney Co. (The)*#	1,165		211,075
			1,842,472
Consumer Discretionary - 5.99%
Amazon.com, Inc.*#	300		977,079
AutoZone, Inc.*	100		118,544
Carnival Corp.	300		6,498
Dollar General Corp.	300		63,090
eBay, Inc.#	500		25,125
Ford Motor Co.	2,900		25,491
Hasbro, Inc.	300		28,062
Lowe's Cos., Inc.#	2,000		321,020
McDonald's Corp.	300		64,374
NIKE, Inc., Class B#	600		84,882
Ross Stores, Inc.	500		61,405
Starbucks Corp.	400		42,792
Target Corp.	300		52,959
Wynn Resorts, Ltd.	200		22,566
Yum! Brands, Inc.	300		32,568
			1,926,455
Consumer Staples - 5.38%
Archer-Daniels-Midland Co.	400		20,164
Campbell Soup Co.#	1,300		62,855
Clorox Co. (The)#	1,400		282,688
Coca-Cola Co. (The)	900		49,356
Colgate-Palmolive Co.#	400		34,204
Constellation Brands, Inc., Class A#	500		109,525
Costco Wholesale Corp.#	600		226,068
General Mills, Inc.#	800		47,040
J M Smucker Co. (The)	400		46,240
Kimberly-Clark Corp.#	600		80,898
Kroger Co. (The)#	800		25,408
Mondelez International,
Inc., Class A#	1,200		70,164

Consumer Staples (continued)
PepsiCo, Inc.#	900	$	133,470
Procter & Gamble Co. (The)	800		111,312
Walmart, Inc.#	3,000		432,450
			1,731,842
Energy - 1.05%
Chevron Corp.#	678		57,257
ConocoPhillips	887		35,471
EOG Resources, Inc.	500		24,935
Exxon Mobil Corp.	1,900		78,318
Kinder Morgan, Inc.	500		6,835
Marathon Petroleum Corp.#	1,700		70,312
Phillips 66	593		41,474
Valero Energy Corp.	400		22,628
			337,230
Financials - 5.61%
Aflac, Inc.#	500		22,235
Allstate Corp. (The)#	800		87,944
American Express Co.	300		36,273
Aon PLC, Class A	300		63,381
Bank of America Corp.#	700		21,217
Berkshire Hathaway, Inc., Class B*#	700		162,309
BlackRock, Inc.	300		216,462
Capital One Financial Corp.	200		19,770
Charles Schwab Corp. (The)	800		42,432
Chubb, Ltd.	461		70,957
Citigroup, Inc.#	810		49,945
Comerica, Inc.	300		16,758
Goldman Sachs Group, Inc. (The)#	200		52,742
Huntington Bancshares, Inc.	3,200		40,416
JPMorgan Chase & Co.#	1,000		127,070
KeyCorp.	3,300		54,153
Marsh & McLennan Cos., Inc.	400		46,800
MetLife, Inc.#	1,000		46,950
Morgan Stanley#	800		54,824
PNC Financial Services Group, Inc. (The)	500		74,500
Progressive Corp. (The)#	1,220		120,633
S&P Global, Inc.	500		164,365
T Rowe Price Group, Inc.	200		30,278
Truist Financial Corp.	300		14,379
U.S. Bancorp#	1,900		88,521

58 Semi-Annual Report | December 31, 2020 (Unaudited)

Managed Volatility Fund  

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Industry Company Shares Value

Common Stocks (continued)
Financials (continued)
Wells Fargo & Co.#	2,671	$	80,611
			1,805,925
Health Care - 7.74%
Abbott Laboratories*#	1,000		109,490
AbbVie, Inc.#	1,859		199,192
Amgen, Inc.#	500		114,960
Anthem, Inc.	300		96,327
Baxter International, Inc.#	300		24,072
Becton Dickinson & Co.	273		68,310
Biogen, Inc.*#	800		195,888
Bristol-Myers Squibb Co.#	1,579		97,945
Cigna Corp.	299		62,246
CVS Health Corp.	400		27,320
Danaher Corp.	200		44,428
DaVita, Inc.*#	700		82,180
DexCom, Inc.*#	800		295,776
Gilead Sciences, Inc.	400		23,304
Johnson & Johnson#	500		78,690
Medtronic PLC	400		46,856
Merck & Co., Inc.#	1,700		139,060
Pfizer, Inc.#	1,700		62,577
Regeneron Pharmaceuticals, Inc.*#	200		96,622
Stryker Corp.	160		39,206
Thermo Fisher Scientific, Inc.#	500		232,890
UnitedHealth Group, Inc.#	1,000		350,680
Viatris, Inc.*	210		3,936
			2,491,955
Industrials - 3.97%
3M Co.#	500		87,395
American Airlines Group, Inc.#	500		7,885
Boeing Co. (The)	300		64,218
Carrier Global Corp.	540		20,369
Emerson Electric Co.	400		32,148
FedEx Corp.#	600		155,772
Honeywell International, Inc.#	600		127,620
Ingersoll Rand, Inc.*	176		8,019
Johnson Controls International PLC	454		21,152
L3Harris Technologies, Inc.	200		37,804
Lockheed Martin Corp.	270		95,845
Northrop Grumman Corp.#	700		213,304
Otis Worldwide Corp.	270		18,238

Industrials (continued)
Raytheon Technologies Corp.#	1,240	$	88,672
Republic Services, Inc.	300		28,890
Southwest Airlines Co.#	1,400		65,254
Spirit AeroSystems Holdings, Inc., Class A#	1,000		39,090
Trane Technologies PLC	200		29,032
Union Pacific Corp.	300		62,466
United Parcel Service, Inc., Class B	100		16,840
Waste Management, Inc.#	500		58,965
			1,278,978
Information Technology - 14.67%
Adobe, Inc.*#	800		400,096
Akamai Technologies, Inc.*#	1,500		157,485
Apple, Inc.#	7,400		981,906
Applied Materials, Inc.#	1,100		94,930
Cisco Systems, Inc.#	3,000		134,250
Citrix Systems, Inc.	500		65,050
Cognizant Technology Solutions Corp., Class A#	700		57,365
DXC Technology Co.	171		4,403
Hewlett Packard Enterprise Co.	4,200		49,770
HP, Inc.	2,000		49,180
Intel Corp.#	2,700		134,514
International Business Machines Corp.#	400		50,352
Intuit, Inc.	400		151,940
Juniper Networks, Inc.	2,700		60,777
Mastercard, Inc., Class A#	800		285,552
Micron Technology, Inc.*#	2,600		195,468
Microsoft Corp.#	3,100		689,502
NetApp, Inc.	400		26,496
NortonLifeLock, Inc.	1,100		22,858
Oracle Corp.#	860		55,634
PayPal Holdings, Inc.*#	1,100		257,620
QUALCOMM, Inc.#	2,400		365,616
salesforce.com, Inc.*#	700		155,771
Texas Instruments, Inc.	470		77,141
Visa, Inc., Class A#	900		196,857
			4,720,533
Materials - 1.23%
Corteva, Inc.	1,033		39,998
Dow, Inc.	533		29,581
DuPont de Nemours, Inc.#	933		66,346

bridgewayfunds.com 59

Managed Volatility Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Industry Company Shares Value Due Date Discount Rate
or Coupon Rate Principal
Amount Value

Common Stocks (continued)
Materials (continued)
Ecolab, Inc.	500	$	108,180
Linde PLC	300		79,053
Sherwin-Williams Co. (The)	100		73,491
			396,649
Real Estate - 0.86%
American Tower Corp.	300		67,338
Crown Castle International Corp.#	500		79,595
Equinix, Inc.	100		71,418
Public Storage	100		23,093
Simon Property Group, Inc.	400		34,112
			275,556
Utilities - 1.85%
AES Corp. (The)	100		2,350
American Electric Power Co., Inc.	800		66,616
Dominion Energy, Inc.	420		31,584
Duke Energy Corp.	783		71,691
NextEra Energy, Inc.#	2,400		185,160
NRG Energy, Inc.#	3,000		112,650
Public Service Enterprise Group, Inc.	900		52,470
Sempra Energy	500		63,705
Vistra Corp.#	500		9,830
			596,056
TOTAL COMMON STOCKS - 54.08%			17,403,651
(Cost $8,845,630)
RIGHTS - 0.00%
Bristol-Myers Squibb Co., CVR*	800		552
TOTAL RIGHTS - 0.00%			552
(Cost $1,840)

U.S. GOVERNMENT OBLIGATIONS - 34.18%
U.S. Treasury Bills - 34.18%
01/07/2021	0.000	%(a)	$	2,000,000	$	1,999,995
01/21/2021	0.000	%(a)		1,000,000		999,979
02/25/2021	0.000	%(a)		4,000,000		3,999,610
03/25/2021	0.000	%(a)		4,000,000		3,999,333
TOTAL U.S. GOVERNMENT OBLIGATIONS - 34.18%						10,998,917
(Cost $10,998,563)

	Rate^			Shares		Value
MONEY MARKET FUND - 7.87%
Fidelity Investments Money
Market Government
Portfolio Class I		0.01	%		2,531,321		2,531,321
TOTAL MONEY MARKET FUND - 7.87%							2,531,321
(Cost $2,531,321)
TOTAL INVESTMENTS BEFORE
OPTIONS WRITTEN - 96.13%							30,934,441
(Cost $22,377,354)
WRITTEN OPTIONS - (2.50%)
TOTAL WRITTEN OPTIONS - (2.50%)						$	(803,395	)
(Premiums Received $(873,563))
TOTAL INVESTMENTS - 93.63%						$	30,131,046
(Cost $21,503,791)
Other Assets in Excess of Liabilities - 6.37%							2,050,473
NET ASSETS - 100.00%						$	32,181,519

* Non-income producing security.

# Security subject to call or put option written by the Fund.

(a) Rate represents the effective yield at purchase.

^ Rate disclosed as of December 31, 2020.

CVR - Contingent Value

Right PLC - Public Limited Company

60 Semi-Annual Report | December 31, 2020 (Unaudited)

Managed Volatility Fund  

 SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Description	Number of Contracts		Notional Amount			Exercise Price		Expiration Date	Value
EXCHANGE TRADED PUT OPTIONS WRITTEN - (1.17%)
Adobe, Inc.		6	$	(300,072	)	$	500.00	02/19/21	$	(13,410	)
Advanced Micro Devices, Inc.		35		(320,985	)		82.50	03/19/21		(15,750	)
Amazon.com, Inc.		1		(325,693	)		3200.00	03/19/21		(18,405	)
AmerisourceBergen Corp.		31		(303,056	)		100.00	02/19/21		(18,600	)
AptarGroup, Inc.		15		(205,335	)		125.00	02/19/21		(4,500	)
Baxter International, Inc.		40		(320,960	)		80.00	02/19/21		(12,400	)
Best Buy Co., Inc.		30		(299,370	)		115.00	03/19/21		(50,670	)
Colgate-Palmolive Co.		10		(85,510	)		80.00	02/19/21		(1,250	)
Colgate-Palmolive Co.		5		(42,755	)		77.50	01/15/21		(90	)
Costco Wholesale Corp.		9		(339,102	)		330.00	01/15/21		(207	)
Crown Castle International Corp.		20		(318,380	)		165.00	01/15/21		(14,400	)
DaVita, Inc.		10		(117,400	)		87.50	01/15/21		(100	)
Fox Corp., Class A		29		(84,448	)		27.00	01/15/21		(725	)
General Motors Co.		50		(208,200	)		40.00	03/19/21		(11,850	)
Globant SA		16		(348,176	)		185.00	02/19/21		(11,040	)
Globant SA		3		(65,283	)		190.00	02/19/21		(2,310	)
Goldman Sachs Group, Inc. (The)		14		(369,194	)		240.00	03/19/21		(9,240	)
IDEXX Laboratories, Inc.		2		(99,974	)		470.00	02/19/21		(3,220	)
Kroger Co. (The)		45		(142,920	)		33.00	01/15/21		(6,300	)
Lam Research Corp.		8		(377,816	)		425.00	03/19/21		(14,080	)
Lennar Corp., Class A		40		(304,920	)		80.00	02/19/21		(27,200	)
Logitech International SA		15		(145,785	)		90.00	03/19/21		(5,790	)
Mondelez International, Inc., Class A		15		(87,705	)		57.50	03/19/21		(3,150	)
Monster Beverage Corp.		20		(184,960	)		85.00	03/19/21		(4,500	)
NVIDIA Corp.		6		(313,320	)		520.00	03/19/21		(23,850	)
Oracle Corp.		50		(323,450	)		60.00	03/19/21		(7,600	)
PerkinElmer, Inc.		23		(330,050	)		140.00	03/19/21		(16,560	)
PulteGroup, Inc.		50		(215,600	)		40.00	01/15/21		(2,000	)
salesforce.com, Inc.		12		(267,036	)		260.00	02/19/21		(47,460	)
ServiceNow, Inc.		5		(275,215	)		540.00	02/19/21		(13,705	)
Thermo Fisher Scientific, Inc.		4		(186,312	)		430.00	03/19/21		(4,868	)
Thermo Fisher Scientific, Inc.		4		(186,312	)		450.00	03/19/21		(7,240	)
Toronto-Dominion Bank (The)		10		(56,420	)		45.00	01/15/21		(150	)
Verizon Communications, Inc.		55		(323,125	)		57.50	01/15/21		(2,860	)
Wells Fargo & Co.		80		(241,440	)		22.50	01/15/21		(80	)
Zendesk, Inc.		10		(143,120	)		105.00	01/15/21		(350	)
Zscaler, Inc.		5		(99,855	)		150.00	02/19/21		(1,210	)
Total Exchange Traded Put Options Written (Premiums Received $(535,441))									$	(377,120	)

bridgewayfunds.com 61

Managed Volatility Fund  

SCHEDULE OF INVESTMENTS (Unaudited)  (continued)

Showing percentage of net assets as of December 31, 2020

Description	Number of Contracts		Notional Amount			Exercise Price		Expiration Date	Value
EXCHANGE TRADED CALL OPTIONS WRITTEN - (1.33%)
3M Co.		2	$	(34,958	)	$	170.00	02/19/21	$	(1,756	)
Abbott Laboratories		3		(32,847	)		115.00	02/19/21		(570	)
AbbVie, Inc.		5		(53,575	)		100.00	03/19/21		(4,550	)
Adobe, Inc.		3		(150,036	)		515.00	01/15/21		(1,530	)
Aflac, Inc.		5		(22,235	)		40.00	02/19/21		(2,550	)
Akamai Technologies, Inc.		15		(157,485	)		105.00	02/19/21		(7,200	)
Allstate Corp. (The)		5		(54,965	)		95.00	01/15/21		(7,650	)
American Airlines Group, Inc.		5		(7,885	)		13.00	02/19/21		(1,650	)
Amgen, Inc.		2		(45,984	)		245.00	01/15/21		(174	)
Apple, Inc.		24		(318,456	)		120.00	03/19/21		(40,200	)
Applied Materials, Inc.		4		(34,520	)		65.00	01/15/21		(8,720	)
AT&T, Inc.		5		(14,380	)		29.00	01/15/21		(150	)
Bank of America Corp.		3		(9,093	)		30.00	03/19/21		(561	)
Berkshire Hathaway, Inc., Class B		3		(69,561	)		230.00	03/19/21		(3,075	)
Biogen, Inc.		4		(97,944	)		285.00	03/19/21		(7,800	)
Biogen, Inc.		2		(48,972	)		295.00	01/15/21		(760	)
Bristol-Myers Squibb Co.		5		(31,015	)		62.50	01/15/21		(540	)
Campbell Soup Co.		4		(19,340	)		50.00	02/19/21		(300	)
Chevron Corp.		2		(16,890	)		95.00	03/19/21		(396	)
Cisco Systems, Inc.		10		(44,750	)		42.00	03/19/21		(3,550	)
Citigroup, Inc.		3		(18,498	)		60.00	03/19/21		(1,437	)
Clorox Co. (The)		14		(282,688	)		220.00	02/19/21		(2,268	)
Cognizant Technology Solutions Corp., Class A		3		(24,585	)		75.00	01/15/21		(2,100	)
Comcast Corp., Class A		2		(10,480	)		50.00	03/19/21		(780	)
Constellation Brands, Inc., Class A		2		(43,810	)		190.00	01/15/21		(6,028	)
Costco Wholesale Corp.		2		(75,356	)		370.00	03/19/21		(3,824	)
Crown Castle International Corp.		2		(31,838	)		170.00	01/15/21		(40	)
DaVita, Inc.		3		(35,220	)		90.00	01/15/21		(8,460	)
DexCom, Inc.		8		(295,776	)		350.00	03/19/21		(34,000	)
DISH Network Corp., Class A		50		(161,700	)		30.00	03/19/21		(23,250	)
DuPont de Nemours, Inc.		3		(21,333	)		60.00	01/15/21		(3,660	)
eBay, Inc.		2		(10,050	)		60.00	02/19/21		(94	)
Facebook, Inc., Class A		4		(109,264	)		275.00	03/19/21		(7,400	)
FedEx Corp.		3		(77,886	)		280.00	01/15/21		(336	)
General Mills, Inc.		3		(17,640	)		65.00	01/15/21		(6	)
Honeywell International, Inc.		3		(63,810	)		210.00	03/19/21		(3,630	)
Intel Corp.		8		(39,856	)		55.00	02/19/21		(864	)
International Business Machines Corp.		2		(25,176	)		130.00	03/19/21		(790	)
Johnson & Johnson		2		(31,476	)		150.00	03/19/21		(2,240	)
JPMorgan Chase & Co.		4		(50,828	)		125.00	03/19/21		(3,096	)
Kimberly-Clark Corp.		3		(40,449	)		155.00	01/15/21		(15	)
Kroger Co. (The)		3		(9,528	)		35.00	01/15/21		(6	)
Lowe's Cos., Inc.		20		(321,020	)		155.00	03/19/21		(22,860	)
Marathon Petroleum Corp.		5		(20,680	)		32.50	01/15/21		(4,650	)
Mastercard, Inc., Class A		3		(107,082	)		340.00	03/19/21		(9,030	)
Merck & Co., Inc.		5		(40,900	)		82.50	01/15/21		(660	)
MetLife, Inc.		10		(46,950	)		40.00	03/19/21		(7,600	)

62 Semi-Annual Report | December 31, 2020 (Unaudited)

Managed Volatility Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2020

Description	Number of Contracts		Notional Amount			Exercise Price		Expiration Date	Value
Exchange Traded Call Options Written (continued)
Micron Technology, Inc.		12	$	(90,216	)	$	55.00	01/15/21	$	(24,420	)
Microsoft Corp.		10		(222,420	)		225.00	02/19/21		(8,250	)
Mondelez International, Inc., Class A		4		(23,388	)		60.00	03/19/21		(600	)
Morgan Stanley		4		(27,412	)		55.00	03/19/21		(5,700	)
NextEra Energy, Inc.		8		(61,720	)		75.00	03/19/21		(3,840	)
NIKE, Inc., Class B		3		(42,441	)		130.00	01/15/21		(3,465	)
Northrop Grumman Corp.		3		(91,416	)		315.00	02/19/21		(1,920	)
NRG Energy, Inc.		30		(112,650	)		30.00	01/15/21		(23,100	)
Omnicom Group, Inc.		3		(18,711	)		65.00	04/16/21		(831	)
Oracle Corp.		3		(19,407	)		65.00	03/19/21		(870	)
PayPal Holdings, Inc.		4		(93,680	)		210.00	03/19/21		(12,192	)
PepsiCo, Inc.		3		(44,490	)		145.00	03/19/21		(2,160	)
Pfizer, Inc.		5		(18,405	)		40.00	03/19/21		(420	)
Progressive Corp. (The)		3		(29,664	)		95.00	02/19/21		(1,290	)
QUALCOMM, Inc.		8		(121,872	)		130.00	03/19/21		(20,360	)
Raytheon Technologies Corp.		4		(28,604	)		70.00	02/19/21		(1,700	)
Regeneron Pharmaceuticals, Inc.		2		(96,622	)		560.00	01/15/21		(360	)
salesforce.com, Inc.		3		(66,759	)		260.00	03/19/21		(1,230	)
Southwest Airlines Co.		4		(18,644	)		50.00	03/19/21		(936	)
Spirit AeroSystems Holdings, Inc., Class A		10		(39,090	)		20.00	02/19/21		(19,400	)
Thermo Fisher Scientific, Inc.		2		(93,156	)		480.00	03/19/21		(3,496	)
U.S. Bancorp		6		(27,954	)		40.00	03/19/21		(4,500	)
UnitedHealth Group, Inc.		3		(105,204	)		350.00	03/19/21		(5,772	)
Verizon Communications, Inc.		3		(17,625	)		62.50	01/15/21		(12	)
Visa, Inc., Class A		3		(65,619	)		210.00	03/19/21		(4,797	)
Vistra Corp.		5		(9,830	)		20.00	01/15/21		(200	)
Walmart, Inc.		24		(345,960	)		140.00	01/15/21		(12,120	)
Walmart, Inc.		3		(43,245	)		150.00	03/19/21		(1,275	)
Walt Disney Co. (The)		3		(54,354	)		130.00	03/19/21		(15,693	)
Waste Management, Inc.		2		(23,586	)		120.00	01/15/21		(200	)
Wells Fargo & Co.		8		(24,144	)		27.50	01/15/21		(2,360	)
Total Exchange Traded Call Options Written (Premiums Received $(338,122))									$	(426,275	)

bridgewayfunds.com 63

Managed Volatility Fund  

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):
Assets Table
Valuation Inputs
Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common
Stocks (a)	$	17,403,651	$	–	$	–	$	17,403,651
Rights		552		–		–		552
U.S.
Government
Obligations		–		10,998,917		–		10,998,917
Money Market
Fund		–		2,531,321		–		2,531,321
TOTAL	$	17,404,203	$	13,530,238	$	–	$	30,934,441

Liabilities Table
Valuation Inputs
Investment in Securities (Value)
	Level 1 Quoted Prices			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs		Total
Options
Written	$	(603,280	)	$	(200,115	)	$	–	$	(803,395	)
TOTAL	$	(603,280	)	$	(200,115	)	$	–	$	(803,395	)

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

See Notes to Financial Statements.

64 Semi-Annual Report | December 31, 2020 (Unaudited)

THIS PAGE INTENTIONALLY LEFT BLANK

www.bridgeway.com 65

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2020 (Unaudited)

ASSETS	Aggressive Investors 1		Ultra-Small Company
Investments at value	$	174,052,640	$	88,616,873
Receivables:
Portfolio securities sold		820,991		19,828
Fund shares sold		1,369		213
Dividends and interest		119,468		77,101
Receivable from investment adviser		–		–
Deposits with brokers for future contracts		–		–
Prepaid expenses		21,270		10,690
Total assets		175,015,738		88,724,705
LIABILITIES
Payables:
Portfolio securities purchased		–		–
Fund shares redeemed		41,177		–
Due to custodian		193,017		–
Loan payable		269,000		–
Payable upon return of securities loaned		3,612,911		9,432,121
Accrued Liabilities:
Investment adviser fees		11,588		59,400
Administration fees		1,161		493
Directors’ fees		1,795		481
Other		98,465		46,472
Put options written at value		–		–
Call options written at value		–		–
Total liabilities		4,229,114		9,538,967
NET ASSETS	$	170,786,624	$	79,185,738
NET ASSETS REPRESENT
Paid-in capital.	$	153,316,192	$	66,972,624
Distributable earnings		17,470,432		12,213,114
NET ASSETS	$	170,786,624	$	79,185,738
Shares of common stock outstanding of $.001 par value(a)		2,393,809		2,484,702
Net asset value, offering price and redemption price per share.	$	71.35	$	31.87
Total investments at cost.	$	141,894,952	$	69,670,013
Premiums received on put options written	$	–	$	–
Premiums received on call options written	$	–	$	–

(a) See Note 1 - Organization in the Notes to Financial Statements for shares authorized for each Fund.

(b) Redemption of shares held less than six months may be charged a 2% redemption fee. See Note 8. See Notes to Financial Statements.

See Notes to Financial Statements. 

66 Semi-Annual Report | December 31, 2020 (Unaudited)

 

Ultra-Small Company Market				Small-Cap Growth		Small-Cap Value		Blue Chip		Managed Volatility
	$	215,211,946		$	28,839,993	$	42,199,920	$	454,898,836	$	30,934,441
		872,737			–		–		3,391,641		–
		20,061			–		20		135,300		–
		165,070			13,739		20,716		197,342		11,533
		–			–		–		16,328		–
		–			–		–		–		2,075,231
		18,778			13,281		15,338		51,164		11,353
		216,288,592			28,867,013		42,235,994		458,690,611		33,032,558
		1,088,790			–		–		2,644,262		–
		146,276			604		1,590		1,309,971		10
		2,688			–		–		–		–
		–			–		–		773,000		–
		18,609,643			800,131		1,411,967		–		–
		76,943			4,926		12,818		–		9,015
		1,265			189		269		3,367		240
		3,074			686		699		7,915		279
		104,438			42,065		46,086		177,539		38,100
		–			–		–		–		377,120
		–			–		–		–		426,275
		20,033,117			848,601		1,473,429		4,916,054		851,039
	$	196,255,475		$	28,018,412	$	40,762,565	$	453,774,557	$	32,181,519
	$	139,816,652		$	25,054,604	$	39,753,966	$	192,640,767	$	23,743,881
		56,438,823			2,963,808		1,008,599		261,133,790		8,437,638
	$	196,255,475		$	28,018,412	$	40,762,565	$	453,774,557	$	32,181,519
		13,931,119			975,980		1,717,245		32,973,071		1,984,346
	$	14.09	(b)	$	28.71	$	23.74	$	13.76	$	16.22
	$	163,361,067		$	21,779,722	$	34,249,427	$	197,654,305	$	22,377,354
	$	–		$	–	$	–	$	–	$	535,441
	$	–		$	–	$	–	$	–	$	338,122

bridgewayfunds.com 67

STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2020 (Unaudited)

		Aggressive Investors 1			Ultra-Small Company
INVESTMENT INCOME
Dividends	$	1,133,724		$	414,872
Less: foreign taxes withheld		(22,043	)		–
Interest		53			40
Securities lending		9,347			339,151
Total Investment Income		1,121,081			754,063
EXPENSES
Investment advisory fees - Base fees		700,804			292,594
Investment advisory fees - Performance adjustment		(702,977	)		–
Administration fees		6,812			2,836
Accounting fees		32,151			27,103
Transfer agent fees		71,504			32,885
Audit fees		9,730			6,705
Legal fees		18,025			7,064
Custody fees		2,937			4,125
Blue sky fees		12,118			5,825
Directors’ and officers’ fees		11,036			4,269
Shareholder servicing fees		37,374			7,191
Reports to shareholders		16,604			10,192
Miscellaneous expenses		18,365			8,418
Total Expenses		234,483			409,207
Less investment advisory fees waived and other expenses reimbursed		–			–
Net Expenses		234,483			409,207
NET INVESTMENT INCOME		886,598			344,856
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		6,509,518			(177,901	)
Written options		–			–
Futures contracts		–			–
Net Realized Gain (Loss)		6,509,518			(177,901	)
Change in Unrealized Appreciation (Depreciation) on:
Investments		30,407,372			24,558,815
Written options		–			–
Net Change in Unrealized Appreciation (Depreciation)		30,407,372			24,558,815
Net Realized and Unrealized Gain on Investments		36,916,890			24,380,914
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	37,803,488		$	24,725,770

See Notes to Financial Statements.

68 Semi-Annual Report | December 31, 2020 (Unaudited)

 

Ultra-Small Company Market			Small-Cap Growth			Small-Cap Value			Blue Chip			Managed Volatility
$	990,377		$	121,329		$	287,928		$	5,440,879		$	142,940
	–			–			(627	)		–			0
	52			9			23			10			5,927
	695,879			56,952			93,892			–			–
	1,686,308			178,290			381,216			5,440,889			148,867
	416,238			74,206			102,846			190,653			93,042
	–			(10,166	)		(6,996	)		–			–
	7,266			1,081			1,495			20,944			1,359
	36,484			23,571			24,321			51,965			26,204
	55,022			29,714			33,470			47,921			19,642
	11,191			5,848			6,050			18,602			8,067
	21,392			3,619			4,635			57,870			3,352
	9,426			1,614			1,952			4,291			1,914
	12,652			12,442			12,508			19,539			12,264
	12,663			2,112			2,663			36,986			2,164
	56,718			6,159			9,045			60,479			9,998
	18,431			9,347			10,019			59,726			8,957
	25,189			5,323			6,256			59,009			4,291
	682,672			164,870			208,264			627,985			191,254
	(58,331	)		(48,602	)		(47,175	)		(270,542	)		(46,082	)
	624,341			116,268			161,089			357,443			145,172
	1,061,967			62,022			220,127			5,083,446			3,695
	5,657,693			1,000,115			125,149			51,778,755			526,974
	–			–			–			–			454,470
	–			–			–			–			(757,903	)
	5,657,693			1,000,115			125,149			51,778,755			223,541
	58,278,267			7,059,058			12,524,112			31,444,755			2,371,927
	–			–			–			–			118,268
	58,278,267			7,059,058			12,524,112			31,444,755			2,490,195
	63,935,960			8,059,173			12,649,261			83,223,510			2,713,736
$	64,997,927		$	8,121,195		$	12,869,388		$	88,306,956		$	2,717,431

bridgewayfunds.com 69

STATEMENTS OF CHANGES IN NET ASSETS

	Aggressive Investors 1						Ultra-Small Company
	Six Months Ended December 31, 2020			Year Ended June 30, 2020			Six Months Ended December 31, 2020			Year Ended June 30, 2020
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income (loss)	$	886,598		$	1,660,943		$	344,856		$	(54,440	)
Net realized gain (loss) on investments		6,509,518			(8,521,044	)		(177,901	)		(6,373,492	)
Net change in unrealized appreciation (depreciation) on investments		30,407,372			(6,969,652	)		24,558,815			796,445
Net increase (decrease) in net assets resulting from operations		37,803,488			(13,829,753	)		24,725,770			(5,631,487	)
DISTRIBUTIONS:
From net investment income and net realized gains		(1,732,414	)		(2,253,130	)		–			(780,772	)
Net decrease in net assets from distributions		(1,732,414	)		(2,253,130	)		–			(780,772	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		570,064			3,719,722			967,011			849,248
Reinvestment of distributions		1,638,001			2,129,245			–			717,092
Cost of shares redeemed		(10,220,291	)		(28,404,888	)		(4,018,385	)		(11,648,151	)
Redemption fees		–			–			–			–
Net decrease in net assets resulting from share transactions		(8,012,226	)		(22,555,921	)		(3,051,374	)		(10,081,811	)
Net increase (decrease) in net assets		28,058,848			(38,638,804	)		21,674,396			(16,494,070	)
NET ASSETS:
Beginning of period		142,727,776			181,366,580			57,511,342			74,005,412
End of period	$	170,786,624		$	142,727,776		$	79,185,738		$	57,511,342
SHARES ISSUED & REDEEMED
Issued		8,952			62,834			37,334			37,716
Distributions reinvested		23,370			33,964			–			30,206
Redeemed		(160,868	)		(499,246	)		(159,239	)		(523,857	)
Net decrease		(128,546	)		(402,448	)		(121,905	)		(455,935	)
Outstanding at beginning of period		2,522,355			2,924,803			2,606,607			3,062,542
Outstanding at end of period		2,393,809			2,522,355			2,484,702			2,606,607

See Notes to Financial Statements.

70 Semi-Annual Report |

Ultra-Small Company Market						Small-Cap Growth						Small-Cap Value
Six Months Ended December 31, 2020			Year Ended June 30, 2020			Six Months Ended December 31, 2020			Year Ended June 30, 2020			Six Months Ended December 31, 2020			Year Ended June 30, 2020
(Unaudited)						(Unaudited)						(Unaudited)
$	1,061,967		$	2,383,677		$	62,022		$	(1,031	)	$	220,127		$	408,780
	5,657,693			6,060,316			1,000,115			(3,365,549	)		125,149			(3,833,907	)
	58,278,267			(31,075,170	)		7,059,058			(2,340,625	)		12,524,112			(2,753,107	)
	64,997,927			(22,631,177	)		8,121,195			(5,707,205	)		12,869,388			(6,178,234	)
	(6,648,679	)		(2,859,334	)		(64,311	)		(948	)		(341,446	)		(1,172,540	)
	(6,648,679	)		(2,859,334	)		(64,311	)		(948	)		(341,446	)		(1,172,540	)
	6,113,977			21,194,644			282,712			693,366			994,169			1,623,820
	6,293,685			2,712,320			57,810			882			323,105			1,120,299
	(24,574,256	)		(84,776,967	)		(3,154,311	)		(14,296,024	)		(3,133,723	)		(14,994,132	)
	18,923			43,193			–			–			98			–
	(12,147,671	)		(60,826,810	)		(2,813,789	)		(13,601,776	)		(1,816,351	)		(12,250,013	)
	46,201,577			(86,317,321	)		5,243,095			(19,309,929	)		10,711,591			(19,600,787	)
	150,053,898			236,371,219			22,775,317			42,085,246			30,050,974			49,651,761
$	196,255,475		$	150,053,898		$	28,018,412		$	22,775,317		$	40,762,565		$	30,050,974
	491,339			2,168,366			11,130			32,165			50,149			92,441
	455,404			240,241			2,055			35			13,808			52,522
	(2,087,723	)		(8,173,523	)		(133,576	)		(668,843	)		(165,761	)		(778,674	)
	(1,140,980	)		(5,764,916	)		(120,391	)		(636,643	)		(101,804	)		(633,711	)
	15,072,099			20,837,015			1,096,371			1,733,014			1,819,049			2,452,760
	13,931,119			15,072,099			975,980			1,096,371			1,717,245			1,819,049

bridgewayfunds.com 71

STATEMENTS OF CHANGES IN NET ASSETS (continued)   

	Blue Chip						Managed Volatility
	Six Months Ended December 31, 2020			Year Ended June 30, 2020			Six Months Ended December 31, 2020			Year Ended June 30, 2020
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income	$	5,083,446		$	11,693,674		$	3,695		$	230,830
Net realized gain on investments		51,778,755			41,982,231			223,541			1,377,027
Net change in unrealized appreciation (depreciation) on investments		31,444,755			(36,814,622	)		2,490,195			(350,798	)
Net increase in net assets resulting from operations		88,306,956			16,861,283			2,717,431			1,257,059
DISTRIBUTIONS:
From net investment income and net realized gains		(91,120,854	)		(56,389,851	)		(1,473,611	)		(311,246	)
Net decrease in net assets from distributions		(91,120,854	)		(56,389,851	)		(1,473,611	)		(311,246	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		33,939,947			87,807,618			3,159,495			2,755,337
Reinvestment of distributions		83,723,692			51,355,855			1,374,622			289,211
Cost of shares redeemed		(138,475,261	)		(127,263,400	)		(2,979,350	)		(5,264,419	)
Net increase (decrease) in net assets resulting from share transactions		(20,811,622	)		11,900,073			1,554,767			(2,219,871	)
Net increase (decrease) in net assets		(23,625,520	)		(27,628,495	)		2,798,587			(1,274,058	)
NET ASSETS:
Beginning of period		477,400,077			505,028,572			29,382,932			30,656,990
End of period	$	453,774,557		$	477,400,077		$	32,181,519		$	29,382,932
SHARES ISSUED & REDEEMED
Issued		2,145,465			6,093,425			194,558			181,398
Distributions reinvested		6,142,604			3,477,038			85,433			18,866
Redeemed		(9,501,253	)		(9,086,282	)		(184,567	)		(348,707	)
Net increase (decrease)		(1,213,184	)		484,181			95,424			(148,443	)
Outstanding at beginning of period		34,186,255			33,702,074			1,888,922			2,037,365
Outstanding at end of period		32,973,071			34,186,255			1,984,346			1,888,922

See Notes to Financial Statements.

72 Semi-Annual Report |

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each period indicated)

AGGRESSIVE INVESTORS 1

		Year Ended June 30
	For the Six Months Ended 12/31/20 (Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$56.59	$62.01	$74.05	$66.37	$54.75	$59.15
Income from Investment Operations:
Net Investment Income (Loss)(a)	0.36	0.61	0.98	0.23	(0.14)	0.31
Net Realized and Unrealized Gain (Loss)	15.12	(5.21)	(6.93)	7.45	12.12	(4.69)
Total from Investment Operations	15.48	(4.60)	(5.95)	7.68	11.98	(4.38)
Less Distributions to Shareholders from:
Net Investment Income	(0.72)	(0.82)	(1.21)	–	(0.36)	(0.02)
Net Realized Gain	–	–	(4.88)	–	–	–
Total Distributions	(0.72)	(0.82)	(6.09)	–	(0.36)	(0.02)
Net Asset Value, End of Period	$71.35	$56.59	$62.01	$74.05	$66.37	$54.75
Total Return	27.38%(b)	(7.53%)	(6.67%)	11.57%	21.90%	(7.40%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000's)	$170,787	$142,728	$181,367	$227,562	$224,073	$207,229
Expenses Before Waivers and Reimbursements 0.30%(c)(d)		0.28%(d)	0.35%(d)	0.96%	1.66%	0.63%(d)
Expenses After Waivers and Reimbursements	0.30%(c)	0.28%	0.35%	0.96%	1.66%	0.63%
Net Investment Income (Loss) After Waivers and Reimbursements	1.14%(c)	1.04%	1.52%	0.31%	(0.23%)	0.58%
Portfolio Turnover Rate	34%(b)	125%	102%	105%	153%	124%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Not annualized.

(c) Annualized for periods less than one year.

(d) For the periods ended December 31, 2020, June 30, 2020, June 30, 2019 and June 30, 2016 the expense ratios were significantly lower than in other periods, due to a negative performance adjustment to the investment advisory fee. Please refer to Note 3 of the Notes to Financial Statements for further information. The rate shown may not be indicative of the rate going forward.

See Notes to Financial Statements.

bridgewayfunds.com 73

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY

		Year Ended June 30
	For the Six Months Ended 12/31/20 (Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$22.06	$24.16	$32.13	$30.04	$25.99	$30.37
Income from Investment Operations:
Net Investment Income (Loss)(a	0.14	(0.02)	0.28	(0.04)	0.32	0.28
Net Realized and Unrealized Gain (Loss)	9.67	(1.80)	(5.14)	2.73	4.06	(4.39)
Total from Investment Operations	9.81	(1.82)	(4.86)	2.69	4.38	(4.11)
Less Distributions to Shareholders from:
Net Investment Income	–	(0.28)	(0.01)	(0.41)	(0.33)	(0.27)
Net Realized Gain	–	–	(3.10)	(0.19)	–	–
Total Distributions	–	(0.28)	(3.11)	(0.60)	(0.33)	(0.27)
Net Asset Value, End of Period	$31.87	$22.06	$24.16	$32.13	$30.04	$25.99
Total Return	44.47%(b)	(7.63%)	(14.48%)	9.13%	16.88%	(13.53%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000's)	$79,186	$57,511	$74,005	$96,754	$100,984	$101,451
Expenses Before Waivers and Reimbursements	1.26%(c)	1.32%	1.21%	1.18%	1.18%	1.17%
Expenses After Waivers and Reimbursements	1.26%(c)	1.32%	1.21%	1.18%	1.18%	1.17%
Net Investment Income (Loss) After Waivers and Reimbursements	1.06%(c)	(0.09%)	1.00%	(0.14%)	1.14%	1.05%
Portfolio Turnover Rate	44%(b)	104%	93%	89%	113%	101%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Not annualized.

(c) Annualized for periods less than one year.

See Notes to Financial Statements.

74 Semi-Annual Report | December 31, 2020 (Unaudited)

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY MARKET

		Year Ended June 30
	For the Six Months Ended 12/31/20 (Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$9.96	$11.34	$15.81	$14.93	$12.77	$16.18
Income from Investment Operations:
Net Investment Income(a)	0.07	0.13	0.11	0.08	0.17	0.12
Net Realized and Unrealized Gain (Loss)	4.55	(1.36)	(2.93)	2.76	3.18	(1.87)
Total from Investment Operations	4.62	(1.23)	(2.82)	2.84	3.35	(1.75)
Less Distributions to Shareholders from:
Net Investment Income	(0.14)	(0.15)	(0.08)	(0.02)	(0.15)	(0.13)
Net Realized Gain	(0.35)	–	(1.57)	(1.94)	(1.04)	(1.53)
Total Distributions	(0.49)	(0.15)	(1.65)	(1.96)	(1.19)	(1.66)
Paid-in Capital from Redemption Fees(a)	0.00(b)	0.00(b)	0.00(b)	0.00(b)	0.00(b)	0.00(b)
Net Asset Value, End of Period	$14.09	$9.96	$11.34	$15.81	$14.93	$12.77
Total Return(c)	46.45%(d)	10.99%	(16.98%)	20.86%	26.61%	10.83%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000's)	$196,255	$150,054	$236,371	$378,144	$352,190	$331,535
Expenses Before Waivers and Reimbursements	0.82%(e)	0.82%	0.77%	0.75%	0.76%	0.75%
Expenses After Waivers and Reimbursements	0.75%(e)	0.75%	0.75%	0.75%	0.75%	0.75%
Net Investment Income After Waivers and Reimbursements	1.28%(e)	1.27%	0.84%	0.52%	1.21%	0.91%
Portfolio Turnover Rate	26%(d)	51%	38%	35%	31%	41%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Amount represents less than $0.005.

(c) Total return would have been lower had various fees not been waived during the period.

(d) Not annualized.

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com 75

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

SMALL-CAP GROWTH

	For the
	Six Months
	Ended	Year Ended June 30
	12/31/20
	(Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$20.77	$24.28	$30.32	$24.92	$20.33	$21.17
Income from Investment Operations:
Net Investment Income (Loss)(a)	0.06	0.00(b)	(0.03)	0.09	0.06	0.07
Net Realized and Unrealized Gain (Loss)	7.95	(3.51)	(3.43)	5.36	4.60	(0.91)
Total from Investment Operations	8.01	(3.51)	(3.46)	5.45	4.66	(0.84)
Less Distributions to Shareholders from:
Net Investment Income	(0.07)	–	(0.10)	(0.05)	(0.07)	–
Net Realized Gain	–	(0.00)(b)	(2.48)	–	–	–
Total Distributions	(0.07)	–	(2.58)	(0.05)	(0.07)	–
Net Asset Value, End of Period	$28.71	$20.77	$24.28	$30.32	$24.92	$20.33
Total Return(c)	38.55%(d)	(14.46%)	(10.81%)	21.91%	22.97%	(3.97%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000's)	$28,018	$22,775	$42,085	$55,472	$46,544	$36,394
Expenses Before Waivers and
Reimbursements	1.33%(e)	1.22%	1.11%	1.08%	1.16%	1.20%
Expenses After Waivers and
Reimbursements	0.94%(e)	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income (Loss) After
Waivers and Reimbursements	0.50%(e)	0.00%	(0.10%)	0.35%	0.24%	0.36%
Portfolio Turnover Rate	59%(d)	115%	102%	122%	136%	137%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Amount represents less than $0.005.

(c) Total return would have been lower had various fees not been waived during the period.

(d) Not annualized.

(e) Annualized for periods less than one year.

See Notes to Financial Statements

76 Semi-Annual Report | December 31, 2020 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

SMALL-CAP VALUE

	For the
	Six Months
	Ended	Year Ended June 30
	12/31/20
	(Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$16.52	$20.24	$29.60	$24.82	$20.87	$22.40
Income from Investment Operations:
Net Investment Income(a)	0.13	0.19	0.47	0.20	0.22	0.29
Net Realized and Unrealized Gain (Loss)	7.29	(3.40)	(5.72)	4.81	3.97	(1.43)
Total from Investment Operations	7.42	(3.21)	(5.25)	5.01	4.19	(1.14)
Less Distributions to Shareholders from:
Net Investment Income	(0.20)	(0.51)	(0.74)	(0.23)	(0.24)	(0.39)
Net Realized Gain	–	–	(3.37)	–	–	–
Total Distributions	(0.20)	(0.51)	(4.11)	(0.23)	(0.24)	(0.39)
Paid-in Capital from Redemption Fees(a)	0.00(b)	–	–	–	–	–
Net Asset Value, End of Period	$23.74	$16.52	$20.24	$29.60	$24.82	$20.87
Total Return(c)	44.93%(d)	(16.43%)	(17.12%)	20.32%	20.08%	(5.02%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000's)	$40,763	$30,051	$49,652	$69,317	$61,981	$58,741
Expenses Before Waivers and Reimbursements	1.22%(e)	1.12%	1.00%	0.94%	0.98%	1.03%
Expenses After Waivers and Reimbursements	0.94%(e)	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income After Waivers and Reimbursements	1.28%(e)	1.01%	1.97%	0.74%	0.95%	1.41%
Portfolio Turnover Rate	45%(d)	87%	84%	78%	77%	62%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Amount represents less than $0.005.

(c) Total return would have been lower had various fees not been waived during the period.

(d) Not annualized.

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com 77

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

BLUE CHIP

	For the
	Six Months
	Ended	Year Ended June 30
	12/31/20
	(Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$13.96	$14.99	$14.62	$13.71	$12.28	$11.81
Income from Investment Operations:
Net Investment Income(a)	0.16	0.33	0.34	0.31	0.30	0.28
Net Realized and Unrealized Gain	2.80	0.28	1.75	1.33	1.44	0.49
Total from Investment Operations	2.96	0.61	2.09	1.64	1.74	0.77
Less Distributions to Shareholders from:
Net Investment Income	(0.35)	(0.32)	(0.31)	(0.31)	(0.31)	(0.30)
Net Realized Gain	(2.81)	(1.32)	(1.41)	(0.42)	–	–
Total Distributions	(3.16)	(1.64)	(1.72)	(0.73)	(0.31)	(0.30)
Net Asset Value, End of Period	$13.76	$13.96	$14.99	$14.62	$13.71	$12.28
Total Return(b)	21.40%(c)	3.49%	16.26%	11.98%	14.33%	6.60%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000's)	$453,775	$477,400	$505,029	$567,513	$550,902	$571,644
Expenses Before Waivers and Reimbursements	0.26%(d)	0.27%	0.25%	0.22%	0.25%	0.25%
Expenses After Waivers and Reimbursements	0.15%(d)	0.15%	0.15%	0.15%	0.15%	0.15%
Net Investment Income After Waivers and Reimbursements	2.13%(d)	2.28%	2.28%	2.17%	2.30%	2.42%
Portfolio Turnover Rate	3%(c)	15%	20%	14%	17%	23%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Total return would have been lower had various fees not been waived during the period.

(c) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements

78 Semi-Annual Report | December 31, 2020 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

MANAGED VOLATILITY

	For the
	Six Months
	Ended	Year Ended June 30
	12/31/20
	(Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$15.56	$15.05	$15.75	$14.79	$14.20	$14.05
Income from Investment Operations:
Net Investment Income(a)	0.00(b)	0.12	0.16	0.10	0.06	0.04
Net Realized and Unrealized Gain	1.43	0.55	0.06	0.95	0.59	0.11
Total from Investment Operations	1.43	0.67	0.22	1.05	0.65	0.15
Less Distributions to Shareholders from:
Net Investment Income	–	(0.16)	(0.31)	(0.09)	(0.06)	0.00(b)
Net Realized Gain	(0.77)	–	(0.61)	–	–	–
Total Distributions	(0.77)	(0.16)	(0.92)	(0.09)	(0.06)	–(b)
Net Asset Value, End of Period	$16.22	$15.56	$15.05	$15.75	$14.79	$14.20
Total Return(c)	9.20%(d)	4.45%	1.74%	7.11%	4.59%	1.10%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000's)	$32,182	$29,383	$30,657	$32,816	$36,523	$57,586
Expenses Before Waivers and Reimbursements	1.22%(e)	1.27%	1.24%	1.20%	1.12%	1.06%
Expenses After Waivers and Reimbursements	0.94%(e)	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income After Waivers and Reimbursements	0.02%(e)	0.77%	1.06%	0.64%	0.42%	0.31%
Portfolio Turnover Rate	10%(d)	68%	69%	50%	50%	54%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Amount represents less than $0.005.

(c) Total return would have been lower had various fees not been waived during the period.

(d) Not annualized.

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com 79

NOTES TO FINANCIAL STATEMENTS

December 31, 2020 (Unaudited)

1.  Organization

Bridgeway Funds, Inc. (“Bridgeway” or the “Company”) was organized as a Maryland corporation on October 19, 1993, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

Bridgeway is organized as a series fund, with nine investment funds as of December 31, 2020. The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value, Blue Chip and Managed Volatility Funds are presented in this report (each is referred to as a “Fund” and collectively, the “Funds”). The Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds are included in a separate report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of December 31, 2020, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip Fund. 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, Small-Cap Growth, and Small-Cap Value Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

The Ultra-Small Company Fund is open to existing investors (direct only).

All of the Funds are no-load, diversified funds.

The Aggressive Investors 1 Fund seeks to exceed the stock market total return (primarily through capital appreciation) at a level of total risk roughly equal to that of the stock market over longer periods of time (three year intervals or more).

The Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth and Small-Cap Value Funds seek to provide a long-term total return on capital, primarily through capital appreciation.

The Blue Chip Fund seeks to provide long-term total return on capital, primarily through capital appreciation, but also some income.

The Managed Volatility Fund seeks to provide a high current return with short-term risk less than or equal to 40% of the stock market.

Bridgeway Capital Management, LLC (the “Adviser”) is the investment adviser for all of the Funds.

2.  Significant Accounting Policies:

Following is a summary of significant accounting policies that are followed in the preparation of the financial statements of the Funds. They are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Each Fund is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies.

Securities, Options, Futures and Other Investments Valuation Other than options, securities for which market quotations are readily available are valued at the last sale price on the national exchange on which such securities are primarily traded. In the case of securities reported on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system, the securities are valued based on the NASDAQ Official Closing Price (“NOCP”). In the absence of recorded sales on their primary exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions.

Fixed income securities are valued on the basis of current market quotations provided by a pricing service. Options are valued at the close if there is trading volume, and if there is no trading volume, the options are valued at the bid on long positions and the ask on the short positions.

80 Semi-Annual Report | December 31, 2020 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

Investments in open-end registered investment companies and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value (“NAV”) per share.

Investments in closed-end registered investment companies that trade on an exchange are valued at the last sales price as of the close of the customary trading session on the exchange where the security is principally traded.

When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Funds may be valued at fair value as determined in good faith by or under the direction of the Board of Directors. The valuation assigned to a fair valued security for purposes of calculating the Funds’ NAVs may differ from the security’s most recent closing market price and from the prices used by other mutual funds to calculate their NAVs.

The inputs and valuation techniques used to determine the value of a Fund’s investments are summarized into three levels as described in the hierarchy below:

●   Level 1 — quoted prices in active markets for identical assets

Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1 prices, include active listed equity securities. The Funds do not adjust the quoted price for such investments, even in situations where the Funds hold a large position and a sale could reasonably impact the quoted price.

●   Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs, are classified as Level 2 prices. These generally include certain US Government and sovereign obligations, most government agency securities, investment-grade corporate bonds and less liquid listed equity securities. As investments whose values are classified as Level 2 prices include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

The Fidelity Investments Money Market Government Portfolio - Class I, which is held by each Fund, invests primarily in securities that are valued at amortized cost. Therefore, this investment is classified as a Level 2 investment.

●   Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the results of the Funds’ operations.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of December 31, 2020 is included with each Fund’s Schedule of Investments.

Details regarding material transfers into, and material transfers out of, Level 3, if any, can be found at the end of each Schedule of Investments for Funds that held Level 3 securities.

Securities Lending Upon lending its securities to third parties, each participating Fund receives compensation in the form of fees. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. The

bridgewayfunds.com 81

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

remaining contractual maturity of all securities lending transactions is overnight and continuous. Each Fund has the right under the lending agreement to recover the securities from the borrower on demand. Additionally, a Fund does not have the right to sell or re-pledge collateral received in the form of securities unless the borrower goes into default. The risks to a Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due, resulting in a loss. Under the terms of the Securities Lending Agreement, the Funds are indemnified for such losses by the securities lending agent.

While securities are on loan, the Fund continues to receive dividends on the securities loaned and recognizes any unrealized gain or loss in the fair value of the securities loaned.

Securities lending transactions are entered into by a Fund under a Securities Lending Agreement which provides the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral or to offset the market value of the collateral received against the market value of the securities loaned. The value of the collateral is typically greater than that of the market value of the securities loaned, leaving the lender with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a counterparty’s bankruptcy or insolvency.

The market value of securities on loan, all of which are classified as common stocks in the Funds’ Schedules of Investments, and the value of the related collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value. During the period ended December 31, 2020 the Blue Chip and Managed Volatility Funds did not have any securities lending transactions.

The following table is a summary of the Funds’ payable upon return of securities loaned and related cash collateral, which are subject to a netting agreement as of December 31, 2020:

				Gross Amount Not Offset
				in the Statement of Assets
		Gross		and Liabilities
		Amounts	Net Amounts of
	Gross	Offset in the	Assets Presented
	Amounts of	Statement of	in the Statement
	Recognized	Assets and	of Assets and	Financial	Collateral
Fund	Assets	Liabilities	Liabilities	Instruments	Received	Net Amount
Aggressive Investors 1
Securities lending	$3,612,911	–	$3,612,911	–	$3,612,911	–
Ultra-Small Company
Securities lending	$9,432,121	–	$9,432,121	–	$9,432,121	–
Ultra-Small Company Market
Securities lending	$18,609,643	–	$18,609,643	–	$18,609,643	–
Small-Cap Growth
Securities lending	$800,131	–	$800,131	–	$800,131	–
Small-Cap Value
Securities lending	$1,411,967	–	$1,411,967	–	$1,411,967	–

82 Semi-Annual Report | December 31, 2020 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

The following table summarizes the securities received as non-cash collateral and cash collateral for securities lending:

	Non-Cash Collateral						Market
			Maturity				Value of
		Coupon	Date	Market	Cash	Total	Securities
Fund	Collateral Type	Range	Range	Value	Collateral	Collateral	on Loan
Aggressive Investors 1
Securities lending	U.S.Gov’t	0.00%-	01/15/21-
	Obligations	8.13%	08/15/50	$4,261,796	$3,612,911	$7,874,707	$7,703,138
Ultra-Small Company
Securities lending	U.S.Gov’t	0.00%-	01/28/21-
	Obligations	3.88%	08/15/48	$3,677,976	$9,432,121	$13,110,097	$12,718,830
Ultra-Small Company Market
Securities lending	U.S.Gov’t	0.00%-	01/15/21-
	Obligations	8.13%	11/15/50	$5,923,776	$18,609,643	$24,533,419	$23,298,452
Small-Cap Growth
Securities lending	U.S.Gov’t	0.00%-	01/15/21-
	Obligations	8.13%	11/15/50	$2,623,469	$800,131	$3,423,600	$3,291,170
Small-Cap Value
Securities lending	U.S.Gov’t	0.00%-	01/15/21-
	Obligations	8.13%	11/15/50	$3,219,577	$1,411,967	$4,631,544	$4,545,495

It is each Fund’s policy to obtain additional collateral from, or return excess collateral to, the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of December 31, 2020, the collateral consisted of an institutional government money market fund and US Government Obligations.

Use of Estimates in Financial Statements In preparing financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements and the disclosure of contingent assets and liabilities on the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk The Funds maintain cash and securities in its custody account, maintained by a high-credit, quality financial institution. Cash balances may, at times, exceed the FDIC insurance limit. Cash balances are generally invested in a short-term investment vehicle, which minimizes the risk of cash balances exceeding the FDIC insurance limit.

Sector Concentration Risk Companies with similar characteristics may be grouped together in broad categories called sectors. Although the Fund seeks investments across a number of sectors, from time to time, based on economic conditions, the Fund may have significant positions in particular sectors. A certain sector may underperform other sectors or the market as a whole. As more assets are held in a specific sector, a Fund’s performance will be more susceptible to any economic, business or other developments which generally affect that sector.

Risks and Uncertainties The Funds provide for various investment options, including stocks, bonds and call and put options. Such investments are exposed to risks, such as interest rate, market and credit risks. Due to the risks involved, it is at least reasonably possible that changes in risks in the near term would materially affect shareholders’ account values and the amounts reported in the financial statements.

The global pandemic outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 has resulted in substantial market volatility and global business disruption, affecting the global economy and the financial health of individual companies in significant and unforeseen ways. COVID-19 has resulted in, among other things, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in health-care service preparation and delivery, prolonged quarantines, significant disruptions to business operations, market closures,

bridgewayfunds.com 83

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

cancellations and restrictions, supply chain disruptions, lower consumer demand, and significant volatility and declines in global financial markets, as well as general concern and uncertainty. Instability in the United States, European and other credit markets has made it more difficult for borrowers to obtain financing or refinancing on attractive terms or at all. In particular, because of the current conditions in the credit markets, borrowers may be subject to increased interest expenses for borrowed money and tightening underwriting standards. In addition, stock prices as well as yield could be negatively impacted to the extent that issuers of equity securities cancel or announce the suspension of dividends or share buybacks. The COVID-19 pandemic could continue to inhibit global, national and local economic activity, and constrain access to capital and other sources of funding. Various recent government interventions have been aimed at curtailing the distress to financial markets caused by the COVID-19 outbreak. There can be no guarantee that these or other economic stimulus plans (within the United States or other affected countries throughout the world) will be sufficient or will have their intended effect. In addition, an unexpected or quick reversal of such policies could increase market volatility, which could adversely affect a Fund’s investments. The duration and future impact of COVID-19 are currently unknown, which may exacerbate the other risks that apply to a Fund and could negatively affect Fund performance and the value of your investment in a Fund.

Security Transactions, Investment Income and Expenses Security transactions are accounted for as of the trade date, the date the order to buy or sell is executed. Realized gains and losses are computed on the identified cost basis. Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis from settlement date. Particularly as related to the Managed Volatility Fund, discounts and premiums are accreted/amortized using the effective interest method.

Fund expenses that are not series-specific are allocated to each series based upon its relative proportion of net assets to the Funds’ total net assets or other appropriate basis.

Distributions to Shareholders The Funds pay dividends from net investment income and distribute realized capital gains annually, usually in December.

Derivatives The Funds’ use of derivatives for the period ended December 31, 2020 was limited to futures contracts, purchased options, and written options. The following is a summary of how these derivatives are treated in the financial statements and their impact on the Funds, categorized by primary underlying risk.

			Location on
			Statement of
Primary Underlying	Derivative	Derivative	Assets and
Risk/Fund	Assets	Liabilities	Liabilities
Equity Risk
Managed Volatility:
Written Put Options	–	$377,120	Put options written at value
Written Call Options	–	426,275	Call options written at value

	Amount of	Amount of
Primary Underlying	Realized Gain	Unrealized Gain	Location of Gain (Loss)
Risk/Fund	(Loss) on Derivatives	(Loss) on Derivatives	in the Statement of Operations
Equity Risk
Managed Volatility:
Written Options	$454,470		Realized Gain (Loss) on Written Options
			Change in Unrealized Appreciation
		$118,268	(Depreciation) on Written Options
Futures Contracts	$(757,903)	–	Realized Gain (Loss) on Futures Contracts

The derivative instruments outstanding as of December 31, 2020, as disclosed in the Notes to the Financial Statements, and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the period, as disclosed in the Statements of Operations, serve as indicators of the volume of derivatives activity for the Funds.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

Futures Contracts The Funds may purchase or sell financial futures contracts to hedge cash positions, manage market risk, and to dampen volatility in line with investment objectives. A futures contract is an agreement between two parties to buy or sell a financial instrument at a set price on a future date. Upon entering into such a contract, a Fund is required to pledge to the broker an amount of cash or US Government securities equal to the minimum “initial margin” requirements of the exchange on which the futures contract is traded. The contract amount reflects the extent of a Fund’s exposure in these financial instruments. A Fund’s participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of futures contracts and movements in the price of the securities hedged or used for cover. Pursuant to a contract, such Fund agrees to receive from, or pay to, the broker an amount of cash equal to the fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and are recorded by a Fund as unrealized appreciation or depreciation. When a contract is closed, a Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. With futures, there is minimal counter-party risk to the Funds, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. As of December 31, 2020, the Funds had no open futures contracts.

Options The Aggressive Investors 1 Fund may buy and sell calls and puts to increase or decrease the Fund’s exposure to stock market risk or for purposes of diversification of risk. The Managed Volatility Fund may buy and sell calls and puts to reduce the Fund’s volatility and provide some cash flow. An option is a contract conveying a right to buy or sell a financial instrument at a specified price during a stipulated period. The premium paid by a Fund for the purchase of a call or a put option is included in such Fund’s Schedule of Investments as an investment and subsequently marked-to-market to reflect the current market value of the option. When a Fund writes a call or a put option, an amount equal to the premium received by such Fund is included in its Statement of Assets and Liabilities as a liability and is subsequently marked-to-market to reflect the current market value of the option written. If an option that a Fund has written either expires on its stipulated expiration date, or if such Fund enters into a closing purchase transaction, that Fund realizes a gain (or a loss if the cost of a closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such options is extinguished. If a call option that a Fund has written is assigned, such Fund realizes a gain or loss from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a put option that a Fund has written is assigned, the amount of the premium originally received reduces the cost of the security that such Fund purchased upon exercise of the option. Buying calls increases a Fund’s exposure to the underlying security to the extent of any premium paid. Buying puts on a stock market index tends to limit a Fund’s exposure to a stock market decline. All options purchased by the Funds were listed on exchanges and considered liquid positions with readily available market quotes.

Covered Call Options and Secured Puts The Aggressive Investors 1 and Managed Volatility Funds may write call options on a covered basis; that is, a Fund will own the underlying security, or a Fund may write secured puts. The principal reason for writing covered calls and secured puts on a security is to attempt to realize income through the receipt of premiums. The option writer has, in return for the premium, given up the opportunity for profit from a substantial price increase in the underlying security so long as the obligation as a writer continues, but has retained the risk of loss should the price of the security decline. All options were listed on exchanges and considered liquid positions with readily available market quotes.

Outstanding written options as of December 31, 2020 for the Managed Volatility Fund are included in the Schedule of Investments. The Aggressive Investors 1 Fund had no transactions in written options during the period ended December 31, 2020.

Indemnification Under the Company’s organizational documents, the Funds’ officers, directors, employees and agents are indemnified against certain liabilities that may arise out of the performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts.

3.  Advisory Fees, Other Related Party Transactions and Contingencies:

The Funds have entered into management agreements with the Adviser. As compensation for the advisory services rendered, facilities furnished, and expenses borne by the Adviser, the Funds pay the Adviser a fee pursuant to each Fund’s management agreement, as described below.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

Aggressive Investors 1 Fund, Small-Cap Growth Fund and Small-Cap Value Fund each have management fees that are comprised of a base fee, which is applied to the Fund’s average annual net assets, and a performance adjustment, which adjusts the fee upward or downward depending on a Fund’s performance relative to the applicable market index over a rolling five-year performance period, and is applied to the Fund’s average daily net assets over this performance period.

Because the performance adjustment is based on a Fund’s performance relative to the applicable market index, and not the Fund’s absolute performance, the performance adjustment could increase the Adviser’s fee even if the Fund’s shares lose value over the performance period, provided that the Fund outperformed its market index, or could decrease the Adviser’s fee even if the Fund’s shares increase in value during the performance period, provided that the Fund underperformed its market index. Also, depending on a Fund’s performance relative to the applicable market index over the rolling five-year performance period, the performance adjustment could increase the Adviser’s fee even if the Fund has experienced underperformance relative to its market index in the short-term, or could decrease the Adviser’s fee even if the Fund has experienced outperformance relative to its market index in the short-term. However, no performance fee adjustment will be applied to the Adviser’s fee if the cumulative difference between a Fund’s performance and that of the applicable market index is less than or equal to 2% over the rolling five-year performance period.

Additionally, because the base fee is applied to average annual net assets, and the performance adjustment is calculated over a rolling five-year performance period, it is possible that if a Fund underperforms the applicable market index significantly over the performance period, and the Fund’s assets have declined significantly over that performance period, the negative performance adjustment may exceed the base fee. In this event, the Adviser would make a payment to the Fund.

Aggressive Investors 1: A total advisory fee is paid by the Fund to the Adviser that is comprised of a Base Fee and a Performance Adjustment. The Base Fee equals the Base Fee Rate times the average daily net assets of the Fund. The Base Fee Rate is based on the following annual rates: 0.90% of the first $250 million of the Fund’s average daily net assets, 0.875% of the next $250 million, 0.85% of the next $500 million and 0.80% of any excess over $1 billion.

The Performance Adjustment equals 4.67% times the difference in cumulative total return between the Fund and the Standard and Poor’s 500 Composite Stock Price Index with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of -0.70% to a maximum of +0.70%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund performance and the Index performance is less than or equal to 2%.

Ultra-Small Company: The Fund pays advisory fees based on the following annual rates: 0.90% of the first $250 million of the Fund’s average daily net assets, 0.875% of the next $250 million and 0.85% of any excess over $500 million. The management fees are computed daily and are payable monthly. However, during any period when the Fund’s net assets range from $27,500,000 to $55,000,000, the advisory fee will be determined as if the Fund had $55,000,000 under management. This is limited to a maximum annualized expense ratio of 1.49% of average net assets.

Ultra-Small Company Market: The Fund’s advisory fee is a flat 0.50% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

Small-Cap Growth and Small-Cap Value: A total advisory fee is paid by each Fund to the Adviser that is comprised of a Base Fee and a Performance Adjustment. The Base Fee equals the Base Fee Rate times the average daily net assets of the Fund. The Base Fee Rate is based on the annual rate of 0.60% of the value of each Fund’s average daily net assets.

The Performance Adjustment equals 0.33% times the difference in cumulative total return between the Fund and the Russell 2000 Growth Index for Small-Cap Growth Fund and the Russell 2000 Value Index for Small-Cap Value Fund, with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of -0.05% to a maximum of +0.05%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund’s performance and the Index performance is less than or equal to 2%.

Blue Chip: The Fund’s advisory fee is a flat 0.08% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

Managed Volatility: The Fund’s advisory fee is a flat 0.60% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

Expense limitations: The Adviser has agreed to reimburse the Funds for operating expenses and management fees above the expense limitations shown in the table below, which are shown as a ratio of net expenses to average net assets, for each Fund, for the period ended December 31, 2020. Any material change to the expense limitation would require a vote by share-holders of the applicable Fund.

		Total Waivers and
		Reimbursements
	Expense	for Period Ended
Bridgeway Fund	Limitation	12/31/20
Aggressive Investors 1	1.75%	$–
Ultra-Small Company	1.85%	–
Ultra-Small Company Market	0.75%	58,331
Small-Cap Growth	0.94%	48,602
Small-Cap Value	0.94%	47,175
Blue Chip	0.15%	270,542
Managed Volatility	0.94%	46,082

Other Related Party Transactions: The Funds will engage in inter-portfolio trades when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales during the period ended December 31, 2020 were as follows:

Bridgeway Fund		Inter-Portfolio Purchases	Inter-Portfolio Sales
Aggressive Investors 1	$	–	$  933,510
Ultra-Small Company		3,616,716	5,499,434
Ultra-Small Company Market		5,478,380	4,178,633
Small-Cap Growth		114,932	224,272
Small-Cap Value		1,172,575	2,100,716

The Adviser entered into an Administrative Services Agreement with Bridgeway, pursuant to which the Adviser provides various administrative services to the Funds, including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds;(iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Bridgeway Funds, the Adviser is paid an aggregate annual fee of $209,000, payable in equal monthly installments. For the allocation of this expense to each of the Funds, please see the Statements of Operations.

Board of Directors Compensation Independent Directors are paid an annual retainer of $20,000, with an additional retainer of $5,000 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. In addition, Independent Directors are paid $12,000 per meeting for meeting fees. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

Independent Directors are reimbursed for any expenses incurred in attending meetings and conferences, as well as expenses for subscriptions or printed materials. The amount of directors’ fees attributable to each Fund is disclosed in the Statements of Operations.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

One director of Bridgeway, John Montgomery, is an owner and director of the Adviser. Under the 1940 Act definitions, he is considered to be an “affiliated person” of the Adviser and an “interested person” of the Adviser and of Bridgeway. Compensation for Mr. Montgomery is borne by the Adviser rather than the Funds.

4.  Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated May 31, 2017. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares, pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5.  Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the period ended December 31, 2020 were as follows:

	Purchases		Sales
Bridgeway Fund	U.S. Government	Other	U.S. Government	Other
Aggressive Investors 1	$—	$51,652,548	$—	$60,699,879
Ultra-Small Company	–	28,242,589	–	32,241,234
Ultra-Small Company Market	–	42,839,014	–	59,987,779
Small-Cap Growth	–	14,348,302	–	17,055,365
Small-Cap Value	–	15,067,467	–	17,054,259
Blue Chip	–	14,179,240	–	119,829,961
Managed Volatility	–	1,652,765	–	4,792,226

6.  Federal Income Taxes

It is the Funds’ policy to continue to comply with the provisions of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), applicable to regulated investment companies, and to distribute income to the extent necessary so that the Funds are not subject to federal income tax. Therefore, no federal income tax provision is required.

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/depreciation and the cost of investment securities for tax purposes, including short-term securities as of December 31, 2020, were as follows:

	Aggressive			Ultra-Small			Ultra-Small
	Investors 1			Company			Company Market
Gross appreciation (excess of value over tax cost)	$	35,699,658		$	25,069,748		$	63,777,125
Gross depreciation (excess of tax cost over value)		(3,541,970	)		(6,235,933	)		(11,926,272	)
Net unrealized appreciation	$	32,157,688		$	18,833,815		$	51,850,853
Cost of investments for income tax purposes	$	141,894,952		$	69,783,058		$	163,361,093
					Small-Cap			Small-Cap
					Growth			Value
Gross appreciation (excess of value over tax cost)				$	7,389,157		$	9,948,293
Gross depreciation (excess of tax cost over value)					(328,886	)		(1,997,800	)
Net unrealized appreciation				$	7,060,271		$	7,950,493
Cost of investments for income tax purposes				$	21,779,722		$	34,249,427

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

				Managed
	Blue Chip			Volatility
Gross appreciation (excess of value over tax cost)	$	257,255,140		$	8,897,419
Gross depreciation (excess of tax cost over value)		(2,864,517	)		(348,408	)
Net unrealized appreciation	$	254,390,623		$	8,549,011
Cost of investments for income tax purposes	$	200,508,213		$	22,385,430

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale and straddle loss deferrals and basis adjustments on investments in business development companies, partnerships and passive foreign investment companies (PFICs).

Classifications of Distributions Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes.

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2020 and June 30, 2019 respectively, are as follows:

		Aggressive Investors 1				Ultra-Small Company
		Year		Year		Year		Year
		Ended		Ended		Ended		Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Distributions paid from:
Ordinary Income	$	2,253,130	$	3,559,542	$	780,772	$	31,355
Long-Term Capital Gain		–		14,282,874		–		8,945,451
Total	$	2,253,130	$	17,842,416	$	780,772	$	8,976,806
		Ultra-Small Company Market				Small-Cap Growth
		Year		Year		Year		Year
		Ended		Ended		Ended		Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Distributions paid from:
Ordinary Income	$	2,859,334	$	1,740,331	$	–	$	173,020
Long-Term Capital Gain		–		36,117,247		948		4,355,880
Total	$	2,859,334	$	37,857,578	$	948	$	4,528,900
		Small-Cap Value				Blue Chip
		Year		Year		Year		Year
		Ended		Ended		Ended		Ended
		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Distributions paid from:
Ordinary Income	$	1,172,540	$	1,650,853	$	11,094,115	$	11,830,171
Long-Term Capital Gain		–		7,514,056		45,295,736		52,980,363
Total	$	1,172,540	$	9,164,909	$	56,389,851	$	64,810,534

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

	Managed Volatility
		Year		Year
		Ended		Ended
		June 30, 2020		June 30, 2019
Distributions paid from:
Ordinary Income	$	230,830	$	630,480
Long-Term Capital Gain		80,416		1,265,342
Total	$	311,246	$	1,895,822

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Funds after June 30, 2011 will not be subject to expiration and will retain their character as either short-term or long-term capital losses.

As of June 30, 2020, the following Funds had capital loss carryovers available to offset future realized capital gains which are not subject to expiration:

	Short-term		Long-Term		Total
Aggressive Investors 1	$	16,695,479	$	–	$	16,695,479
Ultra-Small Company		5,241,121		1,481,388		6,722,509
Small-Cap Growth		2,952,754		–		2,952,754
Small-Cap Value		2,823,550		–		2,823,550

Components of Accumulated Earnings As of June 30, 2020, the components of accumulated earnings on a tax basis were:

	Aggressive			Ultra-Small			Ultra-Small
	Investors 1			Company			Company Market
Accumulated Net Investment Income	$	–		$	(904	)	$	1,880,559
Capital Loss Carryovers		(16,695,479	)		(6,722,509	)		–
Accumulated Net Realized Gain on Investments		–			–			2,672,503
Qualified Late Year Deferred Losses*		(3,655,479	)		(53,561	)		–
Net Unrealized Appreciation (Depreciation) of Investments		1,750,316			(5,735,682	)		(6,463,487	)
Total	$	(18,600,642	)	$	(12,512,656	)	$	(1,910,425	)
					Small-Cap			Small-Cap
					Growth			Value
Accumulated Net Investment Income				$	(2,985	)	$	–
Capital Loss Carryovers					(2,952,754	)		(2,823,550	)
Accumulated Net Realized Gain (Loss) on Investments					–			–
Qualified Late Year Deferred Losses*					(2,097,774	)		(4,122,175	)
Net Unrealized Depreciation of Investments					(39,563	)		(4,573,618	)
Total				$	(5,093,076	)	$	(11,519,343	)

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

			Managed
	Blue Chip		Volatility
Accumulated Net Investment Income	$	4,838,410	$	–
Capital Loss Carryovers		–		–
Accumulated Net Realized Gain (Loss) on Investments		36,531,894		1,088,507
Qualified Late Year Deferred Losses*		–		–
Net Unrealized Appreciation of Investments		222,577,384		6,105,311
Total	$	263,947,688	$	7,193,818

* Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2021. The Ultra-Small Company has elected to defer qualified ordinary late year losses of ($53,561). The Aggressive Investors 1, Ultra-Small Company Market, Small-Cap Growth Fund, Small-Cap Value, Blue Chip and Managed Volatility Funds have no deferred qualified ordinary late-year losses. The Aggressive Investors 1, Small-Cap Growth and Small-Cap Value Funds have elected to defer late-year short term capital gains (losses) of $(7,994,195), $(2,554,903) and $(1,512,407). The Ultra-Small Company, Ultra-Small Company Market, Blue Chip and Managed Volatility Funds have no deferred late-year short term capital gains/(losses). The Aggressive Investors 1, Small-Cap Growth and Small-Cap Value Funds have elected to defer late-year long term capital gains/(losses) of $4,338,716, $457,129 and $(2,609,768). The Ultra-Small Company, Ultra-Small Company Market, Blue Chip Funds and Managed Volatility have no deferred late-year long term capital losses.

For the fiscal year June 30, 2020, the Funds recorded the following reclassifications to the accounts listed below:

				Increase (Decrease)
	Aggressive			Ultra-Small			Ultra-Small
	Investors 1			Company			Company Market
Paid-In Capital	$	(592,187	)	$	–		$	1,026,511
Accumulated Deficit		592,187			–			(1,026,511	)
					Increase (Decrease)
					Small-Cap			Small-Cap
					Growth			Value
Paid-In Capital				$	(40,964	)	$	(763,760	)
Accumulated Deficit					40,964			763,760
					Increase (Decrease)
								Managed
					Blue Chip			Volatility
Paid-In Capital				$	3,539,222		$	–
Accumulated Earnings					(3,539,222	)		–

The difference between book and tax components of net assets and the resulting reclassifications were primarily a result of the differing book/tax treatment of the deduction of equalization debits for tax purposes, excess distributions, the write-off of unused net operating loss, and redesignation of dividends paid and investments in PFICs.

Accounting for Uncertainty in Income Taxes sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has analyzed each Fund’s tax positions and has concluded that no provision for income tax is required in the individual Fund’s financial statements. The Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

bridgewayfunds.com 91

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2020 (Unaudited)

7.  Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon, effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 10, 2021. Advances under the Facility are limited to $15,000,000 in total for all Funds, and advances to each Fund shall not exceed certain limits set forth in the credit agreement, including, but not limited to, the maximum amount a Fund is permitted to borrow under the 1940 Act.

The Funds incur a commitment fee of 0.10% per annum on the unused portion of the Facility and interest expense to the extent of amounts borrowed under the Facility. Interest is based on the “Overnight Rate” plus 1.25%. The Overnight Rate means the higher of (a) the Federal Funds rate, (b) the Overnight Eurodollar Rate, or (c) the One-Month Eurodollar Rate. The facility fees are payable quarterly in arrears and are allocated to all participating Funds. Interest expense is charged directly to a Fund based upon actual amounts borrowed by such Fund.

For the period ended December 31, 2020, borrowings by the Funds under this line of credit were as follows:

					Maximum
	Weighted	Weighted	Number	Interest	Amount
	Average	Average	of Days	Expense	Borrowed During
Bridgeway Fund	Interest Rate	Loan Balance	Outstanding	Incurred1	the Period
Aggressive Investors 1	1.41%	$492,529	17	$327	$1,440,000
Ultra-Small Company	1.40%	272,333	3	32	314,000
Ultra-Small Company Market	1.40%	636,552	58	1,438	1,781,000
Small-Cap Growth	1.41%	113,117	60	267	564,000
Small-Cap Value	1.43%	62,556	9	22	438,000
Blue Chip	1.40%	717,000	161	4,494	10,432,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

On December 31, 2020, Aggressive Investors and Blue Chip had loans outstanding in the amounts of $269,000 and $773,000, respectively, exclusive of interest payable on the loans.

8.  Redemption Fees

In Ultra-Small Company Market Fund, a 2% redemption fee may be charged on shares held less than six months. The fee is charged for the benefit of the remaining shareholders and will be paid to the Fund to help offset transaction costs. The fee is accounted for as an addition to paid-in capital.

9.  Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

92 Semi-Annual Report | December 31, 2020 (Unaudited)

OTHER INFORMATION

December 31, 2020 (Unaudited)

1.  Proxy Voting

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to the portfolio securities and a summary of proxies voted by the Funds for the period ended June 30, 2020 are available without charge, upon request, by contacting Bridgeway Funds at 800-661-3550 and on the SEC’s website at http://www.sec.gov.

2.  Fund Holdings

The complete schedules of the Funds’ holdings for the second and fourth quarters of each fiscal year are contained in the Funds’ Semi-Annual and Annual Shareholder Reports, respectively.

The Bridgeway Funds file complete schedules of the Funds’ holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to Form N-PORT within 60 days after the end of the period. Copies of the Funds’ Form N-PORT exhibit are available without charge, upon request, by contacting Bridgeway Funds at 800-661-3550 and on the SEC’s website at http://www.sec.gov. You may also review and copy the Funds’ Form N-PORT exhibit at the SEC’s Public Reference Room in Washington, D.C. For more information about the operation of the Public Reference Room, please call 800-SEC-0330.

bridgewayfunds.com 93

DISCLOSURE OF FUND EXPENSES

December 31, 2020 (Unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends or on other distributions. There are no exchange fees. Shareholders are subject to redemption fees on the Ultra-Small Company Market Fund under certain circumstances. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on July 1, 2020 and held until December 31, 2020.

Actual Expenses. The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

The expenses shown in the table are meant to highlight ongoing Fund costs only. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds, because other funds may also have transaction costs, such as sales charges, redemption fees or exchange fees.

				Expenses Paid
	Beginning Account	Ending Account	Expense	During Period*
	Value at 7/1/20	Value at 12/31/20	Ratio	7/1/20 - 12/31/20
Bridgeway Aggressive Investors 1 Fund
Actual Fund Return	$1,000.00	$1,273.81	0.30%	$1.72
Hypothetical Fund Return	$1,000.00	$1,023.69	0.30%	$1.53
Bridgeway Ultra-Small Company Fund
Actual Fund Return	$1,000.00	$1,444.70	1.26%	$7.76
Hypothetical Fund Return	$1,000.00	$1,018.85	1.26%	$6.41
Bridgeway Ultra-Small Company Market Fund
Actual Fund Return	$1,000.00	$1,464.53	0.75%	$4.66
Hypothetical Fund Return	$1,000.00	$1,021.42	0.75%	$3.82
Bridgeway Small-Cap Growth Fund
Actual Fund Return	$1,000.00	$1,385.49	0.94%	$5.65
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79
Bridgeway Small-Cap Value Fund
Actual Fund Return	$1,000.00	$1,449.33	0.94%	$5.80
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79
Bridgeway Blue Chip Fund
Actual Fund Return	$1,000.00	$1,213.95	0.15%	$0.84
Hypothetical Fund Return	$1,000.00	$1,024.45	0.15%	$0.77

94 Semi-Annual Report | December 31, 2020 (Unaudited)

DISCLOSURE OF FUND EXPENSES (continued)

December 31, 2020 (Unaudited)

				Expenses Paid
	Beginning Account	Ending Account	Expense	During Period*
	Value at 7/1/20	Value at 12/31/20	Ratio	7/1/20 - 12/31/20
Bridgeway Managed Volatility Fund
Actual Fund Return	$1,000.00	$1,092.03	0.94%	$4.96
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79

* Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent six-month period (184) divided by the number of days in the fiscal year (365).

bridgewayfunds.com 95

BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9860

Providence, RI 02940-8060

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

You can review and copy information about our Funds (including the SAIs) at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 800-SEC-0330. Reports and other information about the Funds are also available on the SEC’s website at ww.sec.gov. You can receive copies of this information, for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520 or by sending an electronic request to the following email address: publicinfo@ sec.gov.

A no-load mutual fund family

Semi-Annual Report

December 31, 2020 (Unaudited)

OMNI SMALL-CAP VALUE	BOSVX
OMNI TAX-MANAGED SMALL-CAP VALUE	BOTSX

bridgewayfunds.com

TABLE OF CONTENTS

Letter from the Investment Management Team	1
OMNI SMALL-CAP VALUE FUND
Manager’s Commentary	3
Schedule of Investments	7
OMNI TAX-MANAGED SMALL-CAP VALUE FUND
Manager’s Commentary	17
Schedule of Investments	21
STATEMENTS OF ASSETS AND LIABILITIES	32
STATEMENTS OF OPERATIONS	33
STATEMENTS OF CHANGES IN NET ASSETS	34
FINANCIAL HIGHLIGHTS	35
Notes to Financial Statements	37
Other Information	45
Disclosure of Fund Expenses	46

December 31, 2020 (Unaudited)

Bridgeway Funds Standardized Returns as of December 31, 2020 (Unaudited)

			Annualized
								Gross	Net
Fund1	Quarter	Six Months	1 Year	5 Years	10 Years	Inception to   Date	Inception Date	Expense   Ratio2	Expense   Ratio2
Omni Small-Cap Value	34.05%	39.44%	0.83%	6.29%	N/A	9.13%	8/31/2011	0.72%	0.60%
Omni Tax-Managed Small-Cap Value	34.38%	38.94%	-1.86%	5.98%	7.19%	7.19%	12/31/2010	0.75%	0.61%

¹ Some of the Fund’s fees were waived or expenses reimbursed; otherwise, returns would have been lower. The Adviser is contractually obligated to waive fees and/or pay expenses. Any material change to this Fund policy would require a vote by shareholders.

² Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2020.

Performance figures quoted represent past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than original cost. To obtain performance current to the most recent month-end, please visit our website at bridgeway.com or call 1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains. Periods of less than one year are not annualized.

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding a Fund’s risks, objectives, fees and expenses, experience of its management, and other information. Investors should read the prospectus carefully before investing in a Fund. For questions or other Fund information, call 1-800-661-3550 or visit the Funds’ website at bridgeway.com. Funds are available for purchase by residents of the United States, Puerto Rico, US Virgin Islands and Guam only.

The views expressed here are exclusively those of Fund management. These views, including those relating to the market, sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature.

i bridgeway.com  |  December 31, 2020 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM
December 31, 2020 (Unaudited)

Dear Fellow Shareholders,

At Bridgeway, we have a shared passion for applying logic, data, and evidence to develop investment solutions. Our Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds are constructed based on fundamental academic research that relies on market efficiency to better capture risk premiums. We manage these Funds to provide broad diversification within the small-cap value universe and to keep transaction fees and expenses low. Bridgeway offers the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds through a select group of advisers. We are committed to advisers and their clients who take a long-term perspective and whose investment goals fit our unique expertise: delivering investment solutions that are statistically driven and grounded in academic theory.

Thank you for your investment in Bridgeway’s Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds.

Sincerely,

Your Investment Management Team

John Montgomery	Christine L. Wang	Michael Whipple
Elena Khoziaeva

bridgewayfunds.com 1

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

December 31, 2020 (Unaudited)

Market Review

Performance across domestic equity markets was positive for the December 2020 quarter. Broad market returns for the quarter rose +14.68%, as represented by the Russell 3000 Index.

For the calendar year ended December 31, 2020, broad market stocks advanced +20.89%, as represented by the Russell 3000 Index. Growth stocks outperformed value stocks in all size categories by a wide margin. Larger stocks tended to outperform their smaller peers except in the value style category, where small-cap value stocks outperformed large-cap value stocks. As a result, large-cap growth stocks, as represented by the Russell 1000 Growth Index, had the best 12-month performance, returning +38.49%. Large-cap value stocks, as represented by the Russell 1000 Value Index, had the year’s worst performance, returning +2.80%.

The following table presents returns for broad market, small-cap, mid-cap, and large-cap stocks, as represented by various style-based Russell Indexes. Size (market capitalization) and style (value/growth) are among the key factors that drive differences in returns among U.S. stock returns.

Russell Style-Based Indexes Ranked by Performance for the Quarter and Calendar Year Ended December 31, 2020

	Quarter	Calendar Year
Best Performing	+33.36% Russell 2000® Value Index	+38.49% Russell 1000® Growth Index
	+29.61% Russell 2000® Growth Index	+38.26% Russell 3000® Growth Index
	+20.43% Russell Midcap® Value Index	+35.59% Russell Midcap® Growth Index
	+19.02% Russell Midcap® Growth Index	+34.63% Russell 2000® Growth Index
	+17.21% Russell 3000® Value Index	+4.96% Russell Midcap® Value Index
	+16.25% Russell 1000® Value Index	+4.63% Russell 2000® Value Index
	+12.41% Russell 3000® Growth Index	+2.87% Russell 3000® Value Index
Worst Performing	+11.39% Russell 1000® Growth Index	+2.80% Russell 1000® Value Index

The Bridgeway Omni Funds in this semi-annual report are asset class exposure strategies that seek broad diversification and strive for risk premium exposure with low tracking error. These Funds were designed to capture the size and style benefits within the small-cap value asset class.

2 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited)

December 31, 2020

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +34.05%, outperforming our primary market benchmark, the Russell 2000 Value Index (+33.36%). It was a good quarter.

For the calendar year, our Fund returned +0.83%, underperforming the Russell 2000 Value Index (+4.63%).

The table below presents our December quarter, six-month, one-year, five-year, and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

				Annualized
	Quarter	6 Months	1 Year	5 Years	Since Inception   (8/31/11)
Omni Small-Cap Value Fund	34.05%	39.44%	0.83%	6.29%	9.13%
Russell 2000 Value Index	33.36%	36.77%	4.63%	9.65%	10.35%

Performance figures quoted in the table above and the graph on the next page represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above and the graph on the next page do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The Russell 2000 Value Index is an unmanaged index that consists of stocks in the Russell 2000 Index with lower price-to book ratios and lower forecasted growth values with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgewayfunds.com 3

Omni Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception August 31, 2011 to December 31, 2020

Detailed Explanation of Quarterly Performance

The Omni Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. This approach is sometimes referred to as “passive, asset class investing.” As of December 31, 2020, we held 639 such stocks in a market-cap weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund benefited from its primary design features during the quarter. A tilt toward smaller stocks in the small-cap value universe improved relative returns, as smaller stocks outperformed their larger counterparts during the quarter. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also helped relative performance.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to both these types of stocks added to relative results.

Detailed Explanation of Calendar Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics detracted from relative performance. However, a tilt toward smaller stocks in the small-cap value universe contributed modestly to relative results during the 12 months under review, despite several quarters when smaller stocks lagged their larger counterparts.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) and Utilities stocks. The lack of exposure to both these types of stocks added to relative results.

4 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2020

Rank	Description	Industry	% of Net Assets
1	Adient PLC	Consumer Discretionary	0.8%
2	Allegiant Travel Co.	Industrials	0.7%
3	Mr Cooper Group, Inc.	Financials	0.7%
4	Renewable Energy Group, Inc.	Energy	0.7%
5	Walker & Dunlop, Inc.	Financials	0.7%
6	Asbury Automotive Group, Inc.	Consumer Discretionary	0.7%
7	Independent Bank Group, Inc.	Financials	0.7%
8	WESCO International, Inc.	Industrials	0.7%
9	Group 1 Automotive, Inc.	Consumer Discretionary	0.6%
10	Maxar Technologies, Inc.	Industrials	0.6%
	Total		6.9%

Industry Sector Representation as of December 31, 2020

	% of Net Assets		% of Russell 2000   Value Index		Difference
Communication Services		2.2%		2.4%		-0.2%
Consumer Discretionary		16.1%		12.8%		3.3%
Consumer Staples		3.8%		3.6%		0.3%
Energy		10.4%		4.2%		6.2%
Financials		31.9%		27.6%		4.3%
Health Care		2.6%		6.4%		-3.8%
Industrials		18.2%		16.8%		1.4%
Information Technology		5.5%		6.4%		-0.9%
Materials		8.1%		6.2%		1.9%
Real Estate		1.2%		9.1%		-7.9%
Utilities		0.0%		4.5%		-4.5%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly impact short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in small companies generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

bridgewayfunds.com 5

Omni Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Conclusion

Thank you for your continued investment in Omni Small-Cap Value Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

6 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
COMMON STOCKS - 99.99%
Communication Services - 2.19%
A.H. Belo Corp., Class A		65,500	$	98,905
Alaska Communications Systems Group, Inc.		377,100		1,391,499
ATN International, Inc.		28,500		1,190,160
Beasley Broadcast Group, Inc., Class A		163,600		243,764
Consolidated Communications Holdings, Inc.*+		274,000		1,339,860
Cumulus Media, Inc., Class A*		60,200		524,944
DHI Group, Inc.*		185,000		410,700
Emerald Holding, Inc.		196,200		1,063,404
Emmis Communications Corp., Class A*+		102,700		186,914
Entercom Communications Corp., Class A		371,245		916,975
Entravision Communications Corp., Class A		260,800		717,200
EW Scripps Co. (The), Class A		58,966		901,590
Fluent, Inc.*		187,900		997,749
Gray Television, Inc.*		248,400		4,443,876
Lions Gate Entertainment Corp., Class B*		100,000		1,038,000
Marcus Corp. (The)		82,250		1,108,730
Mediaco Holding, Inc., Class A*+		12,992		33,779
Meredith Corp.+		130,000		2,496,000
Saga Communications, Inc., Class A		21,761		522,700
Scholastic Corp.		103,990		2,599,750
Townsquare Media, Inc., Class A		144,900		965,034
Urban One, Inc.*		151,800		177,606
				23,369,139
Consumer Discretionary - 16.12%
Abercrombie & Fitch Co., Class A+		167,500		3,410,300
Adient PLC*		235,000		8,170,950
Adtalem Global Education, Inc.*		117,500		3,989,125
AMCON Distributing Co.+		1,350		160,583
American Axle & Manufacturing Holdings, Inc.*		172,200		1,436,148
American Outdoor Brands, Inc.*		46,081		784,759
American Public Education, Inc.*		72,600		2,212,848

Industry Company	Shares		Value
Consumer Discretionary (continued)
Ark Restaurants Corp.		12,600	$	244,314
Asbury Automotive Group, Inc.*		50,000		7,287,000
Barnes & Noble Education, Inc.*		141,884		659,761
Bassett Furniture Industries, Inc.		21,900		439,752
Beazer Homes USA, Inc.*		183,500		2,780,025
Bed Bath & Beyond, Inc.+		368,000		6,535,680
Big 5 Sporting Goods Corp.+		113,700		1,160,877
Big Lots, Inc.+		110,000		4,722,300
Biglari Holdings, Inc., Class B*		6,200		689,440
BJ’s Restaurants, Inc.		50,000		1,924,500
Bluegreen Vacations Corp.+		105,000		833,700
Bluegreen Vacations Holding Corp.		55,208		746,964
Build-A-Bear Workshop, Inc.*		29,500		125,965
Caleres, Inc.		78,500		1,228,525
Carrols Restaurant Group, Inc.*		205,000		1,287,400
Cato Corp. (The), Class A		72,000		690,480
Century Casinos, Inc.*		81,600		521,424
Century Communities, Inc.*		95,200		4,167,856
Chico’s FAS, Inc.		200,000		318,000
China Automotive Systems, Inc.*+		95,650		596,856
China XD Plastics Co., Ltd.*		100,000		99,000
Chuy’s Holdings, Inc.*		23,000		609,270
Citi Trends, Inc.		50,840		2,525,731
Conn’s, Inc.*		81,900		957,411
Container Store Group, Inc. (The)*		155,450		1,482,993
Cooper Tire & Rubber Co.		148,250		6,004,125
Crown Crafts, Inc.		21,050		150,508
Culp, Inc.+		30,000		476,100
Dana, Inc.		60,000		1,171,200
Del Taco Restaurants, Inc.*		113,300		1,026,498
Delta Apparel, Inc.*		29,900		600,093
Dillard’s, Inc., Class A+		65,000		4,098,250
Dixie Group, Inc. (The)*		34,800		88,740
Dover Motorsports, Inc.		39,500		89,665
Ethan Allen Interiors, Inc.		75,500		1,525,855
Express, Inc.*+		181,000		164,710
Fiesta Restaurant Group, Inc.*		87,500		997,500
Flanigan’s Enterprises, Inc.*		2,500		49,398
Fossil Group, Inc.*		46,000		398,820

bridgewayfunds.com 7

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Full House Resorts, Inc.*		121,000	$	475,530
GameStop Corp., Class A*+		50,000		942,000
Genesco, Inc.*		45,000		1,354,050
G-III Apparel Group, Ltd.*		148,000		3,513,520
Golden Entertainment, Inc.*		94,500		1,879,605
Good Times Restaurants, Inc.*		106,000		302,100
Group 1 Automotive, Inc.+		51,900		6,806,166
Guess?, Inc.+		50,000		1,131,000
Haverty Furniture Cos., Inc.		64,400		1,781,948
Hibbett Sports, Inc.*		76,900		3,551,242
Hooker Furniture Corp.		26,000		838,500
Houghton Mifflin Harcourt Co.*		278,600		927,738
J Alexander’s Holdings, Inc.*		45,150		329,144
Lands’ End, Inc.*+		92,600		1,997,382
Lazydays Holdings, Inc.*+		30,000		487,500
Lifetime Brands, Inc.		77,650		1,180,280
Live Ventures, Inc.*		3,200		39,584
M/I Homes, Inc.*		90,000		3,986,100
MarineMax, Inc.*		87,000		3,047,610
Modine Manufacturing Co.*		162,800		2,044,768
Motorcar Parts of America, Inc.*		65,000		1,275,300
Movado Group, Inc.		75,000		1,246,500
New Home Co., Inc. (The)*		57,900		271,551
ODP Corp. (The)		172,000		5,039,600
Perdoceo Education Corp.*		126,000		1,591,380
Playa Hotels & Resorts NV*		361,404		2,150,354
Red Robin Gourmet Burgers, Inc.*+		47,300		909,579
Rocky Brands, Inc.		34,300		962,801
Select Interior Concepts, Inc., Class A*		75,800		541,970
Shoe Carnival, Inc.		49,100		1,923,738
Signet Jewelers, Ltd.+		174,400		4,755,888
Smith & Wesson Brands, Inc.+		184,327		3,271,804
Sonic Automotive, Inc., Class A+		136,100		5,249,377
Sportsman’s Warehouse Holdings, Inc.*		100,000		1,755,000
Strattec Security Corp.		18,800		927,968
Stride, Inc.*		114,917		2,439,688
Superior Group of Cos., Inc.		74,200		1,724,408
Tandy Leather Factory, Inc.*+		22,700		72,640
Tenneco, Inc., Class A*		237,000		2,512,200

Industry Company	Shares		Value
Consumer Discretionary (continued)
Tilly’s, Inc., Class A		88,300	$	720,528
TravelCenters of America, Inc.*		61,340		1,999,684
TRI Pointe Group, Inc.*+		266,000		4,588,500
Unifi, Inc.*		64,273		1,140,203
Unique Fabricating, Inc.*		35,000		192,475
Vista Outdoor, Inc.*		183,287		4,354,899
VOXX International Corp.*		82,100		1,047,596
Weyco Group, Inc.		23,000		364,320
ZAGG, Inc.*		25,000		104,250
Zumiez, Inc.*		79,800		2,935,044
				172,326,411
Consumer Staples - 3.82%
Alico, Inc.		32,861		1,019,348
Andersons, Inc. (The)		111,900		2,742,669
B&G Foods, Inc.+		185,000		5,130,050
Central Garden & Pet Co.*		10,000		386,100
Central Garden & Pet Co., Class A*		67,400		2,448,642
Coffee Holding Co., Inc.*		23,000		88,320
Edgewell Personal Care Co.		97,300		3,364,634
Fresh Del Monte Produce, Inc.+		157,700		3,795,839
Ingles Markets, Inc., Class A		86,900		3,707,154
Lifeway Foods, Inc.*		5,000		27,050
Mannatech, Inc.		8,400		156,240
Natural Alternatives International, Inc.*		18,100		188,602
Natural Grocers by Vitamin Cottage, Inc.		36,100		496,014
Oil-Dri Corp. of America		2,000		68,160
Rite Aid Corp.*		225,500		3,569,665
Seneca Foods Corp., Class A*		40,100		1,599,990
SpartanNash Co.		120,946		2,105,670
United Natural Foods, Inc.*+		221,000		3,529,370
Village Super Market, Inc., Class A+		74,009		1,632,639
Weis Markets, Inc.		100,325		4,796,538
				40,852,694
Energy - 10.42%
Adams Resources & Energy, Inc.		23,100		556,710
Amplify Energy Corp.		69,400		90,914
Antero Resources Corp.*+		1,020,000		5,559,000
Arch Resources, Inc.		48,500		2,122,845

8 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Archrock, Inc.		404,000	$	3,498,640
Ardmore Shipping Corp.		123,988		405,441
Berry Corp.		248,271		913,637
Bonanza Creek Energy, Inc.*		70,000		1,353,100
Bristow Group, Inc.*		48,266		1,270,361
Comstock Resources, Inc.*		781,900		3,416,903
CONSOL Energy, Inc.*		83,600		602,756
Dawson Geophysical Co.*		113,600		240,832
DHT Holdings, Inc.		617,322		3,228,594
Diamond S Shipping, Inc.*+		114,000		759,240
Dorian LPG, Ltd.*		161,300		1,966,247
Earthstone Energy, Inc., Class A*		194,000		1,034,020
Epsilon Energy, Ltd.*+		90,000		333,900
Exterran Corp.*		97,200		429,624
Frontline, Ltd.+		778,200		4,840,404
Golar LNG, Ltd.*		220,000		2,120,800
Goodrich Petroleum Corp.*		37,300		376,357
Gran Tierra Energy, Inc.*		244,400		88,913
Green Plains, Inc.*+		140,200		1,846,434
Helix Energy Solutions Group, Inc.*		460,500		1,934,100
International Seaways, Inc.		85,000		1,388,050
Kosmos Energy, Ltd.		650,000		1,527,500
Liberty Oilfield Services, Inc., Class A		248,700		2,564,097
Mammoth Energy Services, Inc.*		121,400		540,230
Matador Resources Co.*+		400,000		4,824,000
Matrix Service Co.*		75,500		832,010
Murphy Oil Corp.+		300,000		3,630,000
Nabors Industries, Ltd.+		21,000		1,222,830
NACCO Industries, Inc., Class A		20,445		537,703
National Energy Services Reunited Corp.*+		328,700		3,263,991
Natural Gas Services Group, Inc.*+		48,800		462,624
Navigator Holdings, Ltd.*		245,000		2,682,750
Navios Maritime Acquisition Corp.		74,700		230,823
Newpark Resources, Inc.*		306,500		588,480
NexTier Oilfield Solutions, Inc.*		200,000		688,000
Nine Energy Service, Inc.*+		55,000		149,600
Nordic American Tankers, Ltd.+		621,700		1,834,015
Northern Oil and Gas, Inc.*+		127,070		1,113,133

Industry Company	Shares		Value
Energy (continued)
Oceaneering International, Inc.*		295,000	$	2,345,250
Oil States International, Inc.*		179,100		899,082
Overseas Shipholding Group, Inc., Class A*		593,300		1,269,662
Par Pacific Holdings, Inc.*		159,100		2,224,218
Patterson-UTI Energy, Inc.		564,000		2,966,640
PBF Energy, Inc., Class A+		50,000		355,000
Penn Virginia Corp.*+		43,500		441,525
PrimeEnergy Resources Corp.*		1,000		43,170
Profire Energy, Inc.*		84,700		72,207
ProPetro Holding Corp.*		242,500		1,792,075
Ranger Energy Services, Inc.*		38,400		139,776
Renewable Energy Group, Inc.*		106,885		7,569,596
RPC, Inc.*		555,000		1,748,250
SandRidge Energy, Inc.*		70,100		217,310
Scorpio Tankers, Inc.+		161,467		1,806,816
Select Energy Services, Inc., Class A*		327,500		1,342,750
SFL Corp., Ltd.		424,400		2,665,232
SilverBow Resources, Inc.*+		15,000		79,650
Smart Sand, Inc.*		132,000		227,040
Solaris Oilfield Infrastructure, Inc., Class A+		107,900		878,306
Southwestern Energy Co.*+		2,004,123		5,972,287
Talos Energy, Inc.*+		183,400		1,511,216
Teekay Corp.*+		440,000		946,000
Teekay Tankers, Ltd., Class A*+		148,937		1,639,796
TETRA Technologies, Inc.*		369,600		318,410
US Silica Holdings, Inc.+		235,000		1,649,700
VAALCO Energy, Inc.*		400,000		708,000
World Fuel Services Corp.		80,500		2,508,380
				111,406,952
Financials - 31.96%
1st Constitution Bancorp		33,000		523,710
1st Source Corp.		75,000		3,022,500
ACNB Corp.		5,000		125,000
Allegiance Bancshares, Inc.		60,000		2,047,800
Amalgamated Bank, Class A		59,000		810,660

bridgewayfunds.com 9

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
A-Mark Precious Metals, Inc.		5,000	$	128,250
Amerant Bancorp, Inc.*		149,394		2,270,789
American National Bankshares, Inc.		25,000		655,250
American River Bankshares		21,300		280,095
AmeriServ Financial, Inc.		138,000		431,940
Ames National Corp.		1,008		24,212
Argo Group International Holdings, Ltd.		80,984		3,539,001
Atlantic Capital Bancshares, Inc.*		65,500		1,042,760
Axos Financial, Inc.*		179,710		6,744,516
Banc of California, Inc.		137,500		2,022,625
Banco Latinoamericano de Comercio Exterior SA, Class E		87,200		1,380,376
Bancorp 34, Inc.+		15,400		174,790
Bank of Commerce Holdings		93,041		921,106
Bank of NT Butterfield & Son, Ltd. (The)		153,500		4,783,060
Bank of Princeton (The)*		19,480		456,027
Bank7 Corp.		51,500		731,300
BankFinancial Corp.		59,912		526,027
Bar Harbor Bankshares		55,966		1,264,272
BCB Bancorp, Inc.		85,400		945,378
Berkshire Hills Bancorp, Inc.		117,301		2,008,193
Boston Private Financial Holdings, Inc.		195,700		1,653,665
Bridge Bancorp, Inc.		54,000		1,305,720
Brookline Bancorp, Inc.		250,000		3,010,000
Bryn Mawr Bank Corp.		57,800		1,768,391
Business First Bancshares, Inc.		65,000		1,323,400
Byline Bancorp, Inc.		125,000		1,931,250
C&F Financial Corp.		6,900		256,059
Cadence BanCorp		260,000		4,269,200
Cambridge Bancorp		552		38,502
Carter Bankshares, Inc.		18,000		192,960
CB Financial Services, Inc.		15,300		306,153
CBTX, Inc.		12,125		309,309
Central Pacific Financial Corp.		20,000		380,200
Central Valley Community Bancorp		80,000		1,191,200
Century Bancorp, Inc., Class A		5,000		386,800
Chemung Financial Corp.		19,500		662,025

Industry Company	Shares		Value
Financials (continued)
Citizens Community Bancorp, Inc.		28,000	$	304,920
Citizens, Inc.*+		106,040		607,609
Civista Bancshares, Inc.		57,523		1,008,378
CNB Financial Corp.		61,400		1,307,206
Codorus Valley Bancorp, Inc.		16,122		273,429
Colony Bankcorp, Inc.		1,500		21,975
Community Bankers Trust Corp.		63,800		430,650
Community Financial Corp. (The)		12,500		331,000
Community Trust Bancorp, Inc.		55,000		2,037,750
Community West Bancshares		42,000		381,360
ConnectOne Bancorp, Inc.		118,400		2,343,136
Consumer Portfolio Services, Inc.*		146,650		621,796
Cortland Bancorp		10,000		186,100
County Bancorp, Inc.		50,237		1,109,233
Cowen, Inc., Class A+		134,100		3,485,259
Curo Group Holdings Corp.		45,600		653,448
Customers Bancorp, Inc.*		91,600		1,665,288
Dime Community Bancshares, Inc.		119,007		1,876,740
Donegal Group, Inc., Class A		139,000		1,955,730
Donnelley Financial Solutions, Inc.*		54,100		918,077
Eagle Bancorp Montana, Inc.		13,800		292,836
Eagle Bancorp, Inc.		82,070		3,389,491
Elevate Credit, Inc.*		163,500		652,365
Emclaire Financial Corp.+		1,200		37,428
Employers Holdings, Inc.		105,900		3,408,921
Encore Capital Group, Inc.*+		112,500		4,381,875
Enova International, Inc.*		132,307		3,277,244
Enterprise Bancorp, Inc.		46,475		1,187,436
Enterprise Financial Services Corp.		81,100		2,834,445
Equity Bancshares, Inc., Class A*		37,100		800,989
Esquire Financial Holdings, Inc.*		22,000		422,180
ESSA Bancorp, Inc.		55,200		828,000
Evans Bancorp, Inc.		20,501		564,598
EZCORP, Inc., Class A*+		149,169		714,520
Farmers National Banc Corp.		54,550		723,879

10 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
FBL Financial Group, Inc., Class A		70,806	$	3,718,023
FedNat Holding Co.		72,600		429,792
FG Financial Group, Inc.*		16,800		70,896
Financial Institutions, Inc.		62,000		1,395,000
First BanCorp Puerto Rico		476,500		4,393,330
First Bancorp/Southern Pines NC		70,200		2,374,866
First Bancshares, Inc. (The)		49,200		1,519,296
First Bank		55,000		515,900
First Busey Corp.		123,500		2,661,425
First Business Financial Services, Inc.		51,400		946,274
First Capital, Inc.+		35		2,120
First Choice Bancorp		38,000		702,620
First Commonwealth Financial Corp.		273,800		2,995,372
First Community Bankshares, Inc.		4,579		98,815
First Financial Corp.		43,862		1,704,039
First Financial Northwest, Inc.		42,882		488,855
First Guaranty Bancshares, Inc.		26,974		479,328
First Merchants Corp.		128,100		4,792,221
First Mid Bancshares, Inc.		51,500		1,733,490
First Midwest Bancorp, Inc.		266,400		4,241,088
First National Corp.+		18,000		304,200
First Northwest Bancorp		2,000		31,200
First of Long Island Corp. (The)		20,600		367,710
First United Corp.		21,876		339,078
First US Bancshares, Inc.		6,468		57,048
Flushing Financial Corp.		88,297		1,469,262
FNCB Bancorp, Inc.		6,000		38,400
Franklin Financial Services Corp.		6,100		164,883
FVCBankcorp, Inc.*		2,000		29,400
Genworth Financial, Inc., Class A*		1,300,000		4,914,000
Global Indemnity Group, LLC, Class A		57,600		1,646,784
Great Southern Bancorp, Inc.		10,000		489,000
Great Western Bancorp, Inc.		123,000		2,570,700
Hallmark Financial Services, Inc.*		45,000		160,200
Hanmi Financial Corp.		93,000		1,054,620
Hawthorn Bancshares, Inc.		25,252		553,019

Industry Company	Shares		Value
Financials (continued)
Heartland Financial USA, Inc.		93,600	$	3,778,632
Hennessy Advisors, Inc.+		7,000		59,710
Heritage Commerce Corp.		12,900		114,423
Heritage Financial Corp.		88,400		2,067,676
Heritage Insurance Holdings, Inc.		89,600		907,648
HMN Financial, Inc.*		23,800		409,360
Home Bancorp, Inc.		52,213		1,461,442
HomeStreet, Inc.		64,500		2,176,875
Hope Bancorp, Inc.		310,800		3,390,828
Horace Mann Educators Corp.		107,000		4,498,280
Horizon Bancorp, Inc.		133,367		2,115,201
Howard Bancorp, Inc.*		71,000		838,510
Independent Bank Corp.		47,500		877,325
Independent Bank Group, Inc.		114,000		7,127,280
Investar Holding Corp.		40,000		661,600
James River Group Holdings, Ltd.		107,100		5,263,965
Kingstone Cos., Inc.		45,300		301,245
Lakeland Bancorp, Inc.		165,850		2,106,295
Landmark Bancorp, Inc.		15,297		349,536
LCNB Corp.		45,500		668,395
Limestone Bancorp, Inc.*		23,450		294,532
Luther Burbank Corp.		253,197		2,481,331
Mackinac Financial Corp.		48,500		618,860
Malvern Bancorp, Inc.*+		4,900		75,950
Manning & Napier, Inc.		323,975		2,031,323
Marlin Business Services Corp.		37,280		456,307
Meridian Bancorp, Inc.		40,000		596,400
Meridian Corp.		30,000		624,000
Meta Financial Group, Inc.		93,931		3,434,117
Metrocity Bankshares, Inc.		9,291		133,976
Metropolitan Bank Holding Corp.*		31,400		1,138,878
Middlefield Banc Corp.+		34,000		765,000
Midland States Bancorp, Inc.		46,991		839,729
MidWestOne Financial Group, Inc.		41,460		1,015,770
MMA Capital Holdings, Inc.*		7,800		191,880
Mr Cooper Group, Inc.*		252,466		7,834,020
MVB Financial Corp.		32,600		739,368
National Holdings Corp.*		2,000		6,060
National Western Life Group, Inc., Class A		11,314		2,335,662
Navient Corp.		430,000		4,222,600
Nicholas Financial, Inc.*		43,400		363,692

bridgewayfunds.com 11

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
NMI Holdings, Inc., Class A*		185,000	$	4,190,250
Northeast Bank		37,500		844,500
Northfield Bancorp, Inc.		55,000		678,150
Northrim BanCorp, Inc.		20,445		694,108
Oak Valley Bancorp+		2,000		33,240
OceanFirst Financial Corp.		149,123		2,778,161
Ocwen Financial Corp.*		25,001		722,779
OFG Bancorp		177,900		3,298,266
Old Point Financial Corp.		1,000		18,960
Old Second Bancorp, Inc.		85,550		864,055
OP Bancorp		91,900		707,630
Oportun Financial Corp.*		78,000		1,510,860
Oppenheimer Holdings, Inc., Class A		54,493		1,712,715
Orrstown Financial Services, Inc.		25,600		423,680
Ottawa Bancorp, Inc.+		1,000		14,570
Pacific Mercantile Bancorp*		47,086		242,022
Pacific Premier Bancorp,
Inc.		215,900		6,764,147
Parke Bancorp, Inc.		55,099		859,544
Pathfinder Bancorp, Inc.		3,000		34,440
Patriot National Bancorp, Inc.+		13,000		122,720
PCB Bancorp		93,600		946,296
Peapack-Gladstone
Financial Corp.		54,894		1,249,387
Penns Woods Bancorp, Inc.		3,034		78,914
Peoples Bancorp of North Carolina, Inc.		24,017		552,871
Peoples Bancorp, Inc.		74,600		2,020,914
Peoples Financial Services Corp.		22,900		841,804
Piper Sandler Cos.		35,500		3,581,950
Plumas Bancorp		2,000		47,000
Preferred Bank/Los Angeles CA		36,600		1,847,202
Premier Financial Bancorp, Inc.		52,650		699,719
ProAssurance Corp.		140,000		2,490,600
ProSight Global, Inc.*		3,500		44,905
Protective Insurance Corp., Class B		73,900		1,013,169
Provident Bancorp, Inc.		54,600		655,200
Provident Financial Holdings, Inc.		51,000		801,210
Provident Financial Services, Inc.		187,731		3,371,649
Prudential Bancorp, Inc.		4,600		63,710

Industry Company	Shares		Value
Financials (continued)
QCR Holdings, Inc.		63,500	$	2,513,965
RBB Bancorp		95,883		1,474,681
Regional Management Corp.		68,000		2,030,480
Renasant Corp.		145,780		4,909,870
Republic Bancorp, Inc., Class A		74,642		2,692,337
Riverview Bancorp, Inc.		119,500		628,570
Salisbury Bancorp, Inc.		2,183		81,360
Sandy Spring Bancorp, Inc.		111,900		3,602,061
SB Financial Group, Inc.		33,800		617,864
Security National Financial Corp., Class A*		96,201		803,278
Select Bancorp, Inc.*		54,591		516,977
Severn Bancorp, Inc.		35,000		249,900
Shore Bancshares, Inc.		67,012		978,375
Sierra Bancorp		53,000		1,267,760
SmartFinancial, Inc.		53,000		961,420
Sound Financial Bancorp, Inc.+		1,000		31,750
Southern Missouri
Bancorp, Inc.		11,000		334,840
Southern National
Bancorp of Virginia, Inc.		79,858		967,080
Spirit of Texas Bancshares, Inc.		65,000		1,092,000
Standard AVB Financial Corp.		25,900		844,081
Sterling Bancorp, Inc.		24,000		108,960
Stewart Information
Services Corp.		81,714		3,951,689
StoneX Group, Inc.*		81,014		4,690,711
Summit Financial Group, Inc.		35,515		784,171
Summit State Bank		30,000		397,500
SuRo Capital Corp.+		86,900		1,137,521
SWK Holdings Corp.*		4,500		64,755
TCG BDC, Inc.		50,000		513,000
Territorial Bancorp, Inc.		30,000		720,900
Third Point Reinsurance, Ltd.*		324,600		3,090,192
Timberland Bancorp, Inc.		25,500		618,630
Tiptree, Inc.		185,200		929,704
TriCo Bancshares		88,000		3,104,640
TriState Capital Holdings, Inc.*		109,900		1,912,260
United Bancshares, Inc.		1,000		24,460
United Fire Group, Inc.		78,800		1,977,880
United Insurance Holdings Corp.		72,200		412,984
Unity Bancorp, Inc.		63,867		1,120,866

12 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Universal Insurance Holdings, Inc.		86,316	$	1,304,235
Univest Financial Corp.		84,979		1,748,868
Veritex Holdings, Inc.		139,230		3,572,642
Waddell & Reed Financial, Inc., Class A		193,800		4,936,086
Walker & Dunlop, Inc.		81,475		7,497,330
Watford Holdings, Ltd.*		9,108		315,137
Western New England Bancorp, Inc.		145,000		999,050
World Acceptance Corp.*+		26,100		2,667,942
				341,727,756
Health Care - 2.56%
Brookdale Senior Living, Inc.*		585,700		2,594,651
CynergisTek, Inc.*		60,000		87,000
Five Star Senior Living, Inc.*		68,400		471,960
FONAR Corp.*		45,500		789,880
Kewaunee Scientific Corp.*		3,000		37,830
Lannett Co., Inc.*+		118,000		769,360
Lexicon Pharmaceuticals, Inc.*+		255,000		872,100
Magellan Health, Inc.*		69,500		5,757,380
National HealthCare Corp.		18,500		1,228,585
Opiant Pharmaceuticals, Inc.*		400		3,232
Owens & Minor, Inc.		208,500		5,639,925
Surgery Partners, Inc.*		152,241		4,416,511
Tivity Health, Inc.*		155,000		3,036,450
Triple-S Management Corp., Class B*		78,550		1,677,043
				27,381,907
Industrials - 18.16%
AAR Corp.		75,000		2,716,500
Acacia Research Corp.*		196,000		772,240
ACCO Brands Corp.		375,300		3,171,285
Acme United Corp.		15,000		451,950
Aegion Corp.*		113,000		2,145,870
AeroCentury Corp.*		4,300		46,225
Air T, Inc.*		4,200		104,580
Allegiant Travel Co.		41,500		7,853,460
ARC Document Solutions, Inc.		50,000		74,000
ArcBest Corp.		84,500		3,605,615
Art’s-Way Manufacturing Co., Inc.*		15,000		42,750
Atlas Air Worldwide Holdings, Inc.*		95,700		5,219,478

Industry Company	Shares		Value
Industrials (continued)
Avis Budget Group, Inc.*		109,500	$	4,084,350
BG Staffing, Inc.		18,000		242,820
BrightView Holdings, Inc.*		257,800		3,897,936
Caesarstone, Ltd.		130,600		1,683,434
CAI International, Inc.		89,600		2,799,104
Chicago Rivet & Machine Co.		1,000		22,860
CIRCOR International, Inc.*		75,000		2,883,000
Commercial Vehicle Group, Inc.*		144,100		1,246,465
CompX International, Inc.		1,000		14,230
Concrete Pumping Holdings, Inc.*		130,000		497,900
Cornerstone Building Brands, Inc.*		378,100		3,508,768
Costamare, Inc.		517,200		4,282,416
Covenant Logistics Group, Inc.*		51,100		756,791
DLH Holdings Corp.*		83,500		778,220
DXP Enterprises, Inc.*		54,000		1,200,420
Eagle Bulk Shipping, Inc.*+		32,142		610,698
Eastern Co. (The)		19,601		472,384
Echo Global Logistics, Inc.*		104,000		2,789,280
EnPro Industries, Inc.		61,800		4,667,136
Fortress Transportation and Infrastructure Investors, LLC+		235,000		5,513,100
Foundation Building Materials, Inc.*		129,700		2,491,537
Genco Shipping & Trading, Ltd.		180,900		1,331,424
General Finance Corp.*		115,764		985,152
GMS, Inc.*		118,200		3,602,736
GP Strategies Corp.*		60,000		711,600
Greenbrier Cos., Inc. (The)		116,700		4,245,546
H&E Equipment Services, Inc.		63,000		1,878,030
Hawaiian Holdings, Inc.+		98,300		1,739,910
HC2 Holdings, Inc.*+		335,127		1,092,513
Heidrick & Struggles International, Inc.		70,000		2,056,600
Herc Holdings, Inc.*		82,300		5,465,543
Hyster-Yale Materials Handling, Inc.		34,600		2,060,430
Interface, Inc.		153,500		1,611,750
Kelly Services, Inc., Class A		99,300		2,042,601
Knoll, Inc.		185,000		2,715,800
L B Foster Co., Class A*		35,700		537,285
Limbach Holdings, Inc.*		32,800		404,424

bridgewayfunds.com 13

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
LS Starrett Co. (The), Class A*		15,000		$          63,450
LSI Industries, Inc.		104,900		897,944
Lydall, Inc.*		59,500		1,786,785
Manitowoc Co., Inc. (The)*		100,000		1,331,000
Matthews International Corp., Class A		100,000		2,940,000
Maxar Technologies, Inc.		176,000		6,791,840
Mesa Air Group, Inc.*+		107,900		721,851
Miller Industries, Inc.		34,400		1,307,888
Mistras Group, Inc.*		78,500		609,160
MRC Global, Inc.*		137,500		911,625
MYR Group, Inc.*		54,120		3,252,612
Navios Maritime Holdings, Inc.*		43,102		96,979
NL Industries, Inc.		30,500		145,790
NN, Inc.*		133,000		873,810
Northwest Pipe Co.*		50,000		1,415,000
NOW, Inc.*		276,566		1,985,744
Orion Group Holdings, Inc.*		173,222		859,181
P&F Industries, Inc., Class A		696		4,211
PAM Transportation Services, Inc.*		28,805		1,411,445
Pangaea Logistics Solutions, Ltd.		111,200		308,024
Park-Ohio Holdings Corp.		40,515		1,251,913
Patriot Transportation Holding, Inc.		7,500		65,850
Perma-Pipe International Holdings, Inc.*		20,000		121,200
Powell Industries, Inc.		25,000		737,250
Preformed Line Products Co.		16,375		1,120,705
Primoris Services Corp.		150,200		4,147,022
Quad/Graphics, Inc.		34,000		129,880
Quanex Building Products Corp.		75,000		1,662,750
REV Group, Inc.		348,000		3,065,880
Rush Enterprises, Inc., Class A		137,900		5,711,818
Rush Enterprises, Inc., Class B		69,410		2,629,945
Safe Bulkers, Inc.*		312,100		405,730
Scorpio Bulkers, Inc.+		24,350		412,246
SEACOR Holdings, Inc.*		61,400		2,545,030
Steelcase, Inc., Class A		350,000		4,742,500
Sterling Construction Co., Inc.*		100,000		1,861,000
Team, Inc.*		83,600		911,240
Terex Corp.		61,000		2,128,290

Industry Company	Shares		Value
Industrials (continued)
Textainer Group Holdings, Ltd.*		205,400		$      3,939,572
Titan Machinery, Inc.*		95,100		1,859,205
TrueBlue, Inc.*		126,650		2,367,088
Tutor Perini Corp.*		181,870		2,355,217
Ultralife Corp.*		22,400		144,928
Universal Logistics Holdings, Inc.		69,400		1,428,946
US Xpress Enterprises, Inc., Class A*		195,000		1,333,800
USA Truck, Inc.*		10,000		89,300
Veritiv Corp.*		53,500		1,112,265
Viad Corp.		59,000		2,134,030
VSE Corp.		37,600		1,447,224
Wabash National Corp.		173,900		2,996,297
WESCO International, Inc.*		90,000		7,065,000
Willis Lease Finance Corp.*		48,400		1,474,264
				194,239,870
Information Technology - 5.50%
Alpha & Omega Semiconductor, Ltd.*		114,544		2,707,820
Avaya Holdings Corp.*		250,500		4,797,075
Aviat Networks, Inc.*		20,200		689,830
Bel Fuse, Inc., Class B		24,500		368,235
Benchmark Electronics, Inc.		151,000		4,078,510
Communications Systems, Inc.		20,000		91,400
Computer Task Group, Inc.*		50,000		306,000
Comtech Telecommunications     Corp.		111,015		2,296,900
CSP, Inc.		5,150		39,809
Eastman Kodak Co.*+		163,181		1,328,293
GTT Communications, Inc.*+		140,000		499,800
Information Services Group, Inc.*		140,300		460,184
Innodata, Inc.*		18,000		95,400
Kimball Electronics, Inc.*		112,600		1,800,474
MTS Systems Corp.		21,408		1,245,089
NeoPhotonics Corp.*		160,000		1,454,400
NETGEAR, Inc.*		40,000		1,625,200
NetScout Systems, Inc.*		94,500		2,591,190
NetSol Technologies, Inc.*		39,800		151,240
Photronics, Inc.*		271,050		3,024,918
Ribbon Communications, Inc.*		240,100		1,575,056

14 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Information Technology (continued)
Sanmina Corp.*		135,100	$	4,308,339
ScanSource, Inc.*		82,100		2,165,798
StarTek, Inc.*		232,000		1,744,640
Super Micro Computer, Inc.*		175,425		5,553,956
Support.com, Inc.*		75,000		165,000
Synacor, Inc.*+		182,000		247,520
Taitron Components, Inc., Class A		10,000		32,400
Trio-Tech International*		21,800		86,361
TSR, Inc.*+		1,000		6,820
TTM Technologies, Inc.*		370,153		5,106,261
Ultra Clean Holdings, Inc.*		93,700		2,918,755
VirnetX Holding Corp.+		215,000		1,083,600
Wayside Technology Group, Inc.		16,400		313,240
Xperi Holding Corp.		183,500		3,835,150
				58,794,663
Materials - 8.10%
Advanced Emissions Solutions, Inc.		84,575		465,162
AdvanSix, Inc.*		70,000		1,399,300
AgroFresh Solutions, Inc.*		236,100		535,947
Ampco-Pittsburgh Corp.*		60,000		328,800
Boise Cascade Co.		78,500		3,752,300
Caledonia Mining Corp. PLC		9,200		146,096
Carpenter Technology Corp.		120,000		3,494,400
Century Aluminum Co.*+		300,000		3,309,000
Clearwater Paper Corp.*+		57,000		2,151,750
Contura Energy, Inc.*		71,800		816,366
Core Molding Technologies, Inc.*		30,000		422,400
Domtar Corp.+		157,000		4,969,050
Friedman Industries, Inc.		52,100		357,406
FutureFuel Corp.		102,800		1,305,560
Glatfelter Corp.		147,400		2,414,412
Haynes International, Inc.		40,410		963,374
Intrepid Potash, Inc.*		48,356		1,167,797
Kaiser Aluminum Corp.		38,600		3,817,540
Koppers Holdings, Inc.*		40,000		1,246,400
Kraton Corp.*		117,150		3,255,599
Mercer International, Inc.+		226,150		2,318,038
Minerals Technologies, Inc.		100,900		6,267,908
Olympic Steel, Inc.		37,000		493,210
PQ Group Holdings, Inc.		376,850		5,373,881
Ramaco Resources, Inc.*+		70,700		203,616
Rayonier Advanced Materials, Inc.*		224,500		1,463,740

Industry Company	Shares		Value
Materials (continued)
Resolute Forest Products, Inc.*		251,500	$	1,644,810
Ryerson Holding Corp.*		115,000		1,568,600
Schnitzer Steel Industries, Inc., Class A		110,800		3,535,628
SunCoke Energy, Inc.		84,700		368,445
TimkenSteel Corp.*		122,500		572,075
Trecora Resources*		84,200		588,558
Tredegar Corp.		106,700		1,781,890
Trinseo SA		100,000		5,121,000
Tronox Holdings PLC, Class A		362,185		5,295,145
United States Steel Corp.+		395,000		6,624,150
Universal Stainless & Alloy Products, Inc.*		22,450		167,926
US Concrete, Inc.*		60,000		2,398,200
Verso Corp., Class A		101,800		1,223,636
Warrior Met Coal, Inc.		152,992		3,261,789
				86,590,904
Real Estate - 1.16%
Altisource Portfolio Solutions SA*		48,861		629,330
BBX Capital, Inc.*+		55,208		314,133
CTO Realty Growth, Inc.		19,036		802,558
Newmark Group, Inc., Class A		721,000		5,256,090
Realogy Holdings Corp.*		415,600		5,452,672
				12,454,783
TOTAL COMMON STOCKS - 99.99%				1,069,145,079
(Cost $855,803,398)
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***+		221		5,635
TOTAL PREFERRED STOCK - 0.00%				5,635
(Cost $4,597)
RIGHTS - 0.01%
Newstar Financial, Inc., CVR*D		120,000		—
Pan American Silver Corp.,CVR*		150,000		123,750
TOTAL RIGHTS - 0.01%				123,750
(Cost $44,719)

bridgewayfunds.com 15

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
WARRANTS - 0.00%
Air T Funding, expiring 06/07/20*		11,644		$        2,655
Eagle Bulk Shipping, Inc., expiring 10/15/21*		3,317		141
TOTAL WARRANTS - 0.00%				2,796
(Cost $106,727)

	Rate^	Shares		Value
MONEY MARKET FUND - 0.26%
Fidelity Investments Money Market Government Portfolio Class I 0.01%			2,759,478		2,759,478
TOTAL MONEY MARKET FUND - 0.26%					2,759,478
(Cost $2,759,478)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.83%
Fidelity Investments Money Market Government Portfolio Class I** 0.01%			30,305,157		30,305,157
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.83%					30,305,157
(Cost $30,305,157)
TOTAL INVESTMENTS - 103.09%				$	1,102,341,895
(Cost $889,024,076)
Liabilities in Excess of Other Assets - (3.09%)					(33,041,941	)
NET ASSETS - 100.00%				$	1,069,299,954

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2020.

*** Security is perpetual and has no stated maturity date.

^ Rate disclosed as of December 31, 2020.

D Security was fair valued using significant unobservable inputs. As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan at December 31, 2020. Total loaned securities had a value of $81,551,891, which included loaned securities with a value of $90,214 that have been sold and are pending settlement as of December 31, 2020. The total market value of loaned securities excluding these pending sales is $81,461,677. See Note 2 for disclosure of cash and non-cash collateral.

CVR - Contingent Value Right

LLC - Limited Liability Company

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks
Financials		$341,495,918		$231,838		$–		$341,727,756
Other Industries (a)		727,417,323		–		–		727,417,323
Total Common Stocks		1,068,913,241		231,838		–		1,069,145,079
Preferred Stock		5,635		–		–		5,635
Rights		123,750		–		0		123,750
Warrants		2,796		–		–		2,796
Money Market Fund		–		2,759,478		–		2,759,478
Investments Purchased     With Cash     Proceeds     From     Securities     Lending		–		30,305,157		–		30,305,157
TOTAL		$1,069,045,422		$33,296,473		$0		$1,102,341,895

(a)  - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

Investment in Securities (Value)
	Rights
Balance as of 06/30/2020		$   6,000
Purchases		–
Sales		–
Return of Capital		–
Realized Gain/(Loss)		–
Change in unrealized Appreciation/(Depreciation)		(6,000	)
Transfers in		–
Transfers out		–
Balance as of 12/31/2020		$          0
Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2020		$  (6,000	)

See Notes to Financial Statements.

16 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited)

December 31, 2020

Dear Fellow Omni Tax-Managed Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2020, our Fund returned +34.38%, outperforming our primary market benchmark, the Russell 2000 Value Index (+33.36%). It was a good quarter.

For the calendar year, our Fund returned -1.86%, underperforming the Russell 2000 Value Index (+4.63%).

The table below presents our December quarter, six-month, one-year, five-year, 10-year and inception-to-date financial results. See the next page for a graph of performance since inception.

Standardized Returns as of December 31, 2020

				Annualized
						Since   Inception
	Quarter	6 Months	1 Year	5 Years	10 Years	(12/31/10)
Omni Tax-Managed Small-Cap Value Fund	34.38%	38.94%	-1.86%	5.98%	7.19%	7.19%
Russell 2000 Value Index	33.36%	36.77%	4.63%	9.65%	8.66%	8.66%

Performance figures quoted in the table above and the graph on the next page represent past performance and are no guarantee of future results. Total return figures in the table above include the reinvestment of dividends and capital gains. The table above and the graph on the next page do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.

The Russell 2000 Value Index is an unmanaged index that consists of stocks in the Russell 2000 Index with lower price-to book ratios and lower forecasted growth values with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgewayfunds.com 17

Omni Tax-Managed Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception December 31, 2010 to December 31, 2020

Detailed Explanation of Quarterly Performance

The Omni Tax-Managed Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. We also seek to minimize the distribution of capital gains within the constraints of the investment objective. This approach is sometimes referred to as “passive, asset class investing.” As of December 31, 2020, we held 668 such stocks in a market-cap weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund’s tilt toward smaller stocks in the small-cap value universe was a leading contributor to relative returns, as smaller stocks outperformed their larger counterparts during the quarter. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also improved relative performance.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to REITs and Utilities stocks benefited relative results.

Detailed Explanation of Calendar Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics hurt relative results during the year. A tilt toward smaller stocks in the small-cap value universe modestly helped relative results over the 12-month period, despite segments of the year when smaller stocks significantly lagged their larger counterparts.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) and Utilities stocks. The lack of exposure to both these types of stocks added to relative results.

18 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2020

Rank	Description	Industry	% of Net Assets
1	Mr Cooper Group, Inc.	Financials	0.9%
2	WESCO International, Inc.	Industrials	0.8%
3	Adient PLC	Consumer Discretionary	0.8%
4	Renewable Energy Group, Inc.	Energy	0.8%
5	Walker & Dunlop, Inc.	Financials	0.8%
6	Independent Bank Group, Inc.	Financials	0.8%
7	Allegiant Travel Co.	Industrials	0.7%
8	Asbury Automotive Group, Inc.	Consumer Discretionary	0.7%
9	Avis Budget Group, Inc.	Industrials	0.7%
10	Maxar Technologies, Inc.	Industrials	0.6%
	Total		7.6%

Industry Sector Representation as of December 31, 2020

	% of Net Assets			% of Russell 2000 Value Index			Difference
Communication Services		2.6	%		2.4	%		0.2	%
Consumer Discretionary		15.9	%		12.8	%		3.1	%
Consumer Staples		3.7	%		3.6	%		0.2	%
Energy		10.7	%		4.2	%		6.5	%
Financials		31.0	%		27.6	%		3.4	%
Health Care		2.8	%		6.4	%		-3.6	%
Industrials		18.3	%		16.8	%		1.5	%
Information Technology		5.4	%		6.4	%		-1.0	%
Materials		7.9	%		6.2	%		1.7	%
Real Estate		1.4	%		9.1	%		-7.7	%
Utilities		0.0	%		4.5	%		-4.5	%
Cash & Other Assets		0.3	%		0.0	%		0.3	%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2020, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly impact short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in small companies generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

bridgewayfunds.com 19

Omni Tax-Managed Small-Cap Value Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Conclusion

Thank you for your continued investment in Omni Tax-Managed Small-Cap Value Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

20 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
COMMON STOCKS - 99.69%
Communication Services - 2.62%
A.H. Belo Corp., Class A		51,457	$	77,700
Alaska Communications Systems Group, Inc.		189,187		698,100
ATN International, Inc.		17,000		709,920
Beasley Broadcast Group, Inc., Class A		65,000		96,850
Cars.com, Inc.*		55,000		621,500
Consolidated Communications Holdings, Inc.*+		140,000		684,600
Cumulus Media, Inc., Class A*		28,100		245,032
DHI Group, Inc.*		98,500		218,670
Emerald Holding, Inc.		79,300		429,806
Emmis Communications Corp., Class A*		57,200		104,104
Entercom Communications Corp., Class A		193,680		478,389
Entravision Communications Corp., Class A		162,300		446,325
EW Scripps Co. (The), Class A		97,100		1,484,659
Fluent, Inc.*		94,200		500,202
Gannett Co., Inc.*		85,163		286,148
Gray Television, Inc.*		188,000		3,363,320
Lions Gate Entertainment Corp., Class A*		115,000		1,307,550
Lions Gate Entertainment Corp., Class B*		100,000		1,038,000
Marcus Corp. (The)		47,054		634,288
Meredith Corp.+		67,000		1,286,400
Saga Communications, Inc., Class A		13,100		314,662
Scholastic Corp.		43,450		1,086,250
Townsquare Media, Inc., Class A		40,700		271,062
Urban One, Inc.*		105,000		122,850
				16,506,387
Consumer Discretionary - 15.84%
Abercrombie & Fitch Co., Class A+		120,600		2,455,416
Adient PLC*		145,000		5,041,650
Adtalem Global Education, Inc.*		59,800		2,030,210
AMCON Distributing Co.		1,350		160,582
American Axle & Manufacturing Holdings, Inc.*		134,150		1,118,811
American Outdoor Brands, Inc.*		16,000		272,480

Industry Company	Shares		Value
Consumer Discretionary (continued)
American Public Education, Inc.*		22,700	$	691,896
Ark Restaurants Corp.		8,500		164,815
Asbury Automotive Group, Inc.*		31,000		4,517,940
Barnes & Noble Education, Inc.*		74,900		348,285
Bassett Furniture Industries, Inc.		15,859		318,449
Beazer Homes USA, Inc.*		56,500		855,975
Bed Bath & Beyond, Inc.+		197,500		3,507,600
Big 5 Sporting Goods Corp.+		45,000		459,450
Big Lots, Inc.+		60,300		2,588,679
Biglari Holdings, Inc., Class B*		6,700		745,040
BJ’s Restaurants, Inc.		28,000		1,077,720
Bluegreen Vacations Corp.		92,800		736,832
Bluegreen Vacations Holding Corp.		38,604		522,312
Build-A-Bear Workshop, Inc.*		40,000		170,800
Caleres, Inc.		63,900		1,000,035
Carrols Restaurant Group, Inc.*		98,000		615,440
Cato Corp. (The), Class A		38,000		364,420
Century Casinos, Inc.*		52,700		336,753
Century Communities, Inc.*		75,000		3,283,500
Chico’s FAS, Inc.		195,200		310,368
China Automotive Systems, Inc.*+		45,550		284,232
China XD Plastics Co., Ltd.*		108,400		107,316
Chuy’s Holdings, Inc.*		25,000		662,250
Citi Trends, Inc.		31,020		1,541,074
Conn’s, Inc.*		42,600		497,994
Container Store Group, Inc. (The)*		98,550		940,167
Cooper Tire & Rubber Co.		75,050		3,039,525
Crown Crafts, Inc.		30,050		214,857
Culp, Inc.		10,000		158,700
Del Taco Restaurants, Inc.*		60,600		549,036
Delta Apparel, Inc.*		23,700		475,659
Dillard’s, Inc., Class A+		33,900		2,137,395
Dixie Group, Inc. (The)*		23,400		59,670
Dover Motorsports, Inc.		60,000		136,200
Escalade, Inc.		10,000		211,700
Ethan Allen Interiors, Inc.		58,600		1,184,306
Express, Inc.*+		160,000		145,600
Fiesta Restaurant Group, Inc.*		45,500		518,700
Flanigan’s Enterprises, Inc.*		2,500		49,398

bridgewayfunds.com 21

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Flexsteel Industries, Inc.		8,500	$	297,245
Fossil Group, Inc.*		50,000		433,500
Full House Resorts, Inc.*		70,000		275,100
GameStop Corp., Class A*+		25,000		471,000
Genesco, Inc.*		26,500		797,385
G-III Apparel Group, Ltd.*		72,600		1,723,524
Golden Entertainment, Inc.*		47,000		934,830
Good Times Restaurants, Inc.*		4,300		12,255
Group 1 Automotive, Inc.+		28,250		3,704,705
Guess?, Inc.+		103,000		2,329,860
Haverty Furniture Cos., Inc.		34,659		959,015
Hibbett Sports, Inc.*		41,500		1,916,470
Hooker Furniture Corp.		15,900		512,775
Houghton Mifflin Harcourt Co.*		123,000		409,590
J Alexander’s Holdings, Inc.*		15,250		111,173
Lands’ End, Inc.*+		34,900		752,793
Lazydays Holdings, Inc.*+		21,608		351,130
Lifetime Brands, Inc.		57,449		873,225
Live Ventures, Inc.*		3,200		39,584
M/I Homes, Inc.*		53,000		2,347,370
MarineMax, Inc.*		44,900		1,572,847
Meritage Homes Corp.*		3,900		322,998
Modine Manufacturing Co.*		81,900		1,028,664
Motorcar Parts of America, Inc.*		35,000		686,700
Movado Group, Inc.		24,100		400,542
New Home Co., Inc. (The)*		20,000		93,800
ODP Corp. (The)		85,390		2,501,927
Perdoceo Education Corp.*		85,200		1,076,076
Playa Hotels & Resorts NV*		215,300		1,281,035
Red Robin Gourmet Burgers, Inc.*+		20,000		384,600
Rocky Brands, Inc.		18,850		529,120
Select Interior Concepts, Inc., Class A*		65,000		464,750
Shoe Carnival, Inc.+		30,600		1,198,908
Signet Jewelers, Ltd.+		98,700		2,691,549
Smith & Wesson Brands, Inc.+		64,000		1,136,000
Sonic Automotive, Inc., Class A+		71,000		2,738,470
Sportsman’s Warehouse Holdings, Inc.*		44,400		779,220
Strattec Security Corp.		17,300		853,928
Stride, Inc.*		55,850		1,185,695
Superior Group of Cos., Inc.		38,500		894,740

Industry Company	Shares		Value
Consumer Discretionary (continued)
Tandy Leather Factory, Inc.*		14,700	$	47,040
Tenneco, Inc., Class A*		138,700		1,470,220
Tilly’s, Inc., Class A		36,900		301,104
TravelCenters of America, Inc.*		40,730		1,327,798
TRI Pointe Group, Inc.*+		160,000		2,760,000
Unifi, Inc.*		45,000		798,300
Unique Fabricating, Inc.*		29,500		162,229
Universal Technical Institute, Inc.*		13,100		84,626
Vince Holding Corp.*+		15,000		95,400
Vista Outdoor, Inc.*		106,000		2,518,560
VOXX International Corp.*		52,164		665,613
Weyco Group, Inc.		17,500		277,200
ZAGG, Inc.*		30,000		125,100
Zumiez, Inc.*		37,800		1,390,284
				99,706,809
Consumer Staples - 3.73%
Alico, Inc.		13,100		406,362
Andersons, Inc. (The)		75,116		1,841,093
B&G Foods, Inc.+		74,600		2,068,658
Central Garden & Pet Co.*		7,000		270,270
Central Garden & Pet Co., Class A*		61,200		2,223,396
Coffee Holding Co., Inc.*		10,000		38,400
Edgewell Personal Care Co.		85,000		2,939,300
Fresh Del Monte Produce, Inc.+		83,000		1,997,810
Ingles Markets, Inc., Class A		35,750		1,525,095
Lifeway Foods, Inc.*		2,000		10,820
Natural Alternatives International, Inc.*		16,800		175,056
Natural Grocers by Vitamin Cottage, Inc.		36,100		496,014
Oil-Dri Corp. of America		1,000		34,080
Rite Aid Corp.*+		147,500		2,334,925
S&W Seed Co.*		10,000		29,300
Seneca Foods Corp., Class A*		25,450		1,015,455
SpartanNash Co.		63,982		1,113,927
United Natural Foods, Inc.*		117,000		1,868,490
Village Super Market, Inc., Class A		39,400		869,164
Weis Markets, Inc.		46,100		2,204,041
				23,461,656

22 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Energy - 10.66%
Adams Resources & Energy, Inc.		10,600	$	255,460
Amplify Energy Corp.		141,000		184,710
Antero Resources Corp.*+		585,000		3,188,250
Arch Resources, Inc.		24,300		1,063,611
Archrock, Inc.		206,700		1,790,022
Ardmore Shipping Corp.		78,700		257,349
Berry Corp.		115,571		425,301
Bonanza Creek Energy, Inc.*		59,300		1,146,269
Bristow Group, Inc.*		14,200		373,744
Comstock Resources, Inc.*		418,200		1,827,534
CONSOL Energy, Inc.*		40,500		292,005
Contango Oil & Gas Co.*+		70,000		160,300
Dawson Geophysical Co.*		52,000		110,240
DHT Holdings, Inc.		329,700		1,724,331
Diamond S Shipping, Inc.*+		105,000		699,300
Dorian LPG, Ltd.*		149,029		1,816,663
Earthstone Energy, Inc., Class A*		147,055		783,803
Epsilon Energy, Ltd.*+		60,000		222,600
Exterran Corp.*		34,000		150,280
Frontline, Ltd.+		420,000		2,612,400
Golar LNG, Ltd.*+		176,390		1,700,400
Goodrich Petroleum Corp.*		22,000		221,980
Green Plains, Inc.*+		71,450		940,996
Helix Energy Solutions Group, Inc.*		240,500		1,010,100
International Seaways, Inc.		55,000		898,150
Kosmos Energy, Ltd.		460,151		1,081,355
Liberty Oilfield Services, Inc., Class A+		195,000		2,010,450
Matador Resources Co.*		181,377		2,187,407
Matrix Service Co.*		52,800		581,856
Murphy Oil Corp.+		230,000		2,783,000
Nabors Industries, Ltd.+		4,000		232,920
NACCO Industries, Inc., Class A		16,450		432,635
National Energy Services Reunited Corp.*+		185,200		1,839,036
Natural Gas Services Group, Inc.*+		30,152		285,841
Navigator Holdings, Ltd.*		104,100		1,139,895
Navios Maritime Acquisition Corp.+		42,500		131,325
Newpark Resources, Inc.*		150,200		288,384
NexTier Oilfield Solutions, Inc.*		239,574		824,135
Nine Energy Service, Inc.*		37,700		102,544
Nordic American Tankers, Ltd.+		333,800		984,710

Industry Company	Shares		Value
Energy (continued)
Northern Oil and Gas, Inc.*+		52,630	$	461,039
Oceaneering International, Inc.*		130,600		1,038,270
Oil States International, Inc.*		98,400		493,968
Overseas Shipholding Group, Inc., Class A*		215,916		462,060
Par Pacific Holdings, Inc.*		92,000		1,286,160
Patterson-UTI Energy, Inc.		265,000		1,393,900
PBF Energy, Inc., Class A+		167,000		1,185,700
PDC Energy, Inc.*		71,200		1,461,736
Penn Virginia Corp.*		26,000		263,900
PrimeEnergy Resources Corp.*		2,000		86,340
Profire Energy, Inc.*		100,000		85,250
ProPetro Holding Corp.*		139,810		1,033,196
Ranger Energy Services, Inc.*		23,500		85,540
Renewable Energy Group, Inc.*		69,219		4,902,090
REX American Resources Corp.*		7,850		576,739
RPC, Inc.*		232,000		730,800
Scorpio Tankers, Inc.+		98,690		1,104,341
Select Energy Services, Inc., Class A*		149,000		610,900
SFL Corp., Ltd.+		173,500		1,089,580
Smart Sand, Inc.*		75,000		129,000
Solaris Oilfield Infrastructure, Inc., Class A		120,300		979,242
Southwestern Energy Co.*+		1,125,018		3,352,554
Talos Energy, Inc.*		72,100		594,104
Teekay Corp.*+		170,000		365,500
Teekay Tankers, Ltd., Class A*+		59,500		655,095
TETRA Technologies, Inc.*		275,000		236,912
US Silica Holdings, Inc.+		129,500		909,090
VAALCO Energy, Inc.*		134,900		238,773
World Fuel Services Corp.		81,256		2,531,937
				67,105,007
Financials - 31.03%
1st Constitution Bancorp		12,250		194,408
1st Source Corp.		40,500		1,632,150
ACNB Corp.		6,600		165,000
Allegiance Bancshares, Inc.		31,131		1,062,501

bridgewayfunds.com 23

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Amalgamated Bank, Class A		46,800	$	643,032
A-Mark Precious Metals, Inc.		11,500		294,975
Amerant Bancorp, Inc.*		85,000		1,292,000
American National Bankshares, Inc.		13,500		353,835
American River Bankshares		16,244		213,609
AmeriServ Financial, Inc.		66,000		206,580
Ames National Corp.		5,000		120,100
Argo Group International Holdings, Ltd.		39,094		1,708,408
Associated Capital Group, Inc., Class A		19,500		684,840
Atlantic Capital Bancshares, Inc.*		36,133		575,237
Axos Financial, Inc.*		94,000		3,527,820
Banc of California, Inc.		53,500		786,985
Banco Latinoamericano de Comercio Exterior SA, Class E		79,688		1,261,461
Bancorp 34, Inc.		9,300		105,555
Bank of Commerce Holdings		54,800		542,520
Bank of NT Butterfield & Son, Ltd. (The)		82,500		2,570,700
Bank of Princeton (The)*		12,500		292,625
Bank7 Corp.		23,100		328,020
BankFinancial Corp.		29,000		254,620
Banner Corp.		10,000		465,900
Bar Harbor Bankshares		30,541		689,921
BCB Bancorp, Inc.		25,900		286,713
Berkshire Hills Bancorp, Inc.		68,810		1,178,027
Boston Private Financial Holdings, Inc.		105,800		894,010
Bridge Bancorp, Inc.		30,000		725,400
Brookline Bancorp, Inc.		108,500		1,306,340
Bryn Mawr Bank Corp.		30,000		917,850
Business First Bancshares, Inc.		30,000		610,800
Byline Bancorp, Inc.		61,000		942,450
C&F Financial Corp.		7,400		274,614
Cadence BanCorp		183,000		3,004,860
Cambridge Bancorp		580		40,455
Capital City Bank Group, Inc.		18,750		460,875
Carter Bankshares, Inc.		42,000		450,240
CB Financial Services, Inc.		13,500		270,135
CBTX, Inc.		1,100		28,061

Industry Company	Shares		Value
Financials (continued)
Central Pacific Financial Corp.		30,000	$	570,300
Central Valley Community Bancorp		26,900		400,541
Century Bancorp, Inc., Class A		4,000		309,440
Chemung Financial Corp.		11,593		393,582
Citizens Community Bancorp, Inc.		27,000		294,030
Citizens Holding Co.		3,400		71,230
Citizens, Inc.*+		64,500		369,585
Civista Bancshares, Inc.		19,821		347,462
CNB Financial Corp.		14,500		308,705
Codorus Valley Bancorp, Inc.		22,971		389,588
Cohen & Co., Inc.*		4,500		73,508
Colony Bankcorp, Inc.		1,500		21,975
Community Bankers Trust Corp.		25,000		168,750
Community Financial Corp. (The)		5,840		154,643
Community Trust Bancorp, Inc.		26,400		978,120
Community West Bancshares		11,000		99,880
ConnectOne Bancorp, Inc.		40,500		801,495
Consumer Portfolio Services, Inc.*		57,000		241,680
Cortland Bancorp		10,000		186,100
County Bancorp, Inc.		15,700		346,656
Cowen, Inc., Class A		55,800		1,450,242
CrossFirst Bankshares, Inc.*		20,000		215,000
Curo Group Holdings Corp.		25,000		358,250
Customers Bancorp, Inc.*		49,000		890,820
Dime Community Bancshares, Inc.		40,000		630,800
Donegal Group, Inc., Class A		60,100		845,607
Donnelley Financial Solutions, Inc.*		48,900		829,833
Eagle Bancorp Montana, Inc.		11,900		252,518
Eagle Bancorp, Inc.		37,500		1,548,750
Elevate Credit, Inc.*		82,600		329,574
Emclaire Financial Corp.+		700		21,833
Employers Holdings, Inc.		60,300		1,941,057
Encore Capital Group, Inc.*+		60,100		2,340,895
Enova International, Inc.*		69,900		1,731,423
Enterprise Bancorp, Inc.		14,275		364,726

24 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Enterprise Financial Services Corp.		40,500	$	1,415,475
Equity Bancshares, Inc., Class A*		32,800		708,152
Esquire Financial Holdings, Inc.*		11,500		220,685
ESSA Bancorp, Inc.		22,300		334,500
Evans Bancorp, Inc.		9,000		247,860
EZCORP, Inc., Class A*+		112,200		537,438
Farmers National Banc Corp.		45,000		597,150
Fauquier Bankshares, Inc.		2,500		43,450
FBL Financial Group, Inc., Class A		44,766		2,350,663
FedNat Holding Co.		37,700		223,184
FG Financial Group, Inc.*		10,000		42,200
Financial Institutions, Inc.		46,300		1,041,750
First BanCorp Puerto Rico		267,000		2,461,740
First Bancorp/Southern Pines NC		1,000		33,830
First Bancshares, Inc. (The)		17,100		528,048
First Bank		21,622		202,814
First Busey Corp.		66,500		1,433,075
First Business Financial Services, Inc.		13,900		255,899
First Choice Bancorp		31,707		586,262
First Commonwealth Financial Corp.		145,000		1,586,300
First Community Bankshares, Inc.		22,000		474,760
First Financial Corp.		17,495		679,681
First Financial Northwest, Inc.		20,700		235,980
First Guaranty Bancshares, Inc.		10,175		180,810
First Internet Bancorp		13,800		396,612
First Merchants Corp.		67,900		2,540,139
First Mid Bancshares, Inc.		22,000		740,520
First Midwest Bancorp, Inc.		145,000		2,308,400
First National Corp.+		9,500		160,550
First of Long Island Corp. (The)		31,000		553,350
First United Corp.		10,825		167,788
First US Bancshares, Inc.		5,000		44,100
Flushing Financial Corp.		46,641		776,106
FNCB Bancorp, Inc.		10,000		64,000
Franklin Financial Services Corp.		6,000		162,180
FS Bancorp, Inc.		3,150		172,620

Industry Company	Shares		Value
Financials (continued)
Genworth Financial, Inc., Class A*		750,000	$	2,835,000
Global Indemnity Group, LLC, Class A		26,843		767,441
Great Elm Capital Corp.+		51,848		186,653
Great Southern Bancorp, Inc.		22,300		1,090,470
Great Western Bancorp, Inc.		85,804		1,793,304
Guaranty Federal Bancshares, Inc.		500		8,565
Hallmark Financial Services, Inc.*		27,000		96,120
Hanmi Financial Corp.		54,000		612,360
Hawthorn Bancshares, Inc.		13,498		295,606
Heartland Financial USA, Inc.		68,350		2,759,290
Hennessy Advisors, Inc.+		6,000		51,180
Heritage Commerce Corp.		75,000		665,250
Heritage Financial Corp.		53,600		1,253,704
Heritage Insurance Holdings, Inc.		39,600		401,148
HMN Financial, Inc.*		2,000		34,400
Home Bancorp, Inc.		21,097		590,505
HomeStreet, Inc.		46,500		1,569,375
Hope Bancorp, Inc.		161,500		1,761,965
Horace Mann Educators Corp.		61,550		2,587,562
Horizon Bancorp, Inc.		87,542		1,388,416
Howard Bancorp, Inc.*		50,800		599,948
Impac Mortgage Holdings, Inc.*		3,000		9,120
Independent Bank Corp.		25,500		470,985
Independent Bank Group, Inc.		76,100		4,757,772
Investar Holding Corp.		16,000		264,640
James River Group Holdings, Ltd.		59,200		2,909,680
Kingstone Cos., Inc.		24,000		159,600
Lakeland Bancorp, Inc.		79,740		1,012,698
Landmark Bancorp, Inc.		2,678		61,192
LCNB Corp.		25,200		370,188
Limestone Bancorp, Inc.*		11,000		138,160
Luther Burbank Corp.		98,900		969,220
Mackinac Financial Corp.		28,400		362,384
MainStreet Bancshares, Inc.*		3,060		51,745
Malvern Bancorp, Inc.*+		8,700		134,850
Manning & Napier, Inc.		116,000		727,320
Marlin Business Services Corp.		21,875		267,750
Mercantile Bank Corp.		3,000		81,510

bridgewayfunds.com 25

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Merchants Bancorp		1,900	$	52,497
Meridian Bancorp, Inc.		10,000		149,100
Meridian Corp.		18,000		374,400
Meta Financial Group, Inc.		66,434		2,428,827
Metrocity Bankshares, Inc.		19,409		279,878
Metropolitan Bank Holding Corp.*		16,700		605,709
Middlefield Banc Corp.		13,300		299,250
Midland States Bancorp, Inc.		37,117		663,281
MidWestOne Financial Group, Inc.		24,100		590,450
MMA Capital Holdings, Inc.*		5,000		123,000
Mr Cooper Group, Inc.*		174,703		5,421,034
MVB Financial Corp.		17,600		399,168
National Western Life
Group, Inc., Class A		6,150		1,269,606
Navient Corp.		237,000		2,327,340
NI Holdings, Inc.*		2,000		32,840
Nicholas Financial, Inc.*		19,400		162,572
NMI Holdings, Inc., Class A*		105,000		2,378,250
Northeast Bank		22,300		502,196
Northfield Bancorp, Inc.		75,000		924,750
Northrim BanCorp, Inc.		9,573		325,003
Oak Valley Bancorp		1,000		16,620
OceanFirst Financial Corp.		100,996		1,881,555
Ocwen Financial Corp.*		20,320		587,451
OFG Bancorp		91,000		1,687,140
Old Point Financial Corp.		5,100		96,696
Old Second Bancorp, Inc.		41,500		419,150
OP Bancorp		28,000		215,600
Oportun Financial Corp.*		42,000		813,540
Oppenheimer Holdings, Inc., Class A		29,319		921,496
Orrstown Financial Services, Inc.		13,500		223,425
Pacific Mercantile Bancorp*		55,300		284,242
Pacific Premier Bancorp, Inc.		124,800		3,909,984
Parke Bancorp, Inc.		32,059		500,120
PCB Bancorp		36,300		366,993
Peapack-Gladstone Financial Corp.		22,968		522,752
Penns Woods Bancorp, Inc.		1,500		39,015
Peoples Bancorp of North Carolina, Inc.		12,880		296,498
Peoples Bancorp, Inc.		38,350		1,038,902

Industry Company	Shares		Value
Financials (continued)
Peoples Financial Services Corp.		9,700	$	356,572
Piper Sandler Cos.		16,100		1,624,490
Plumas Bancorp		2,000		47,000
Preferred Bank/Los Angeles CA		19,400		979,118
Premier Financial Bancorp, Inc.		49,240		654,400
ProAssurance Corp.		79,000		1,405,410
ProSight Global, Inc.*		58,410		749,400
Protective Insurance Corp., Class B		35,100		481,221
Provident Bancorp, Inc.		28,000		336,000
Provident Financial Holdings, Inc.		44,710		702,394
Provident Financial Services, Inc.		112,625		2,022,745
Prudential Bancorp, Inc.		2,457		34,029
QCR Holdings, Inc.		27,600		1,092,684
RBB Bancorp		39,500		607,510
Regional Management Corp.		29,100		868,926
Renasant Corp.		90,000		3,031,200
Republic Bancorp, Inc., Class A		31,200		1,125,384
Riverview Bancorp, Inc.		62,478		328,634
Salisbury Bancorp, Inc.		1,683		62,725
Sandy Spring Bancorp, Inc.		51,300		1,651,347
SB Financial Group, Inc.		25,218		460,985
Security National Financial Corp., Class A*		17,033		142,226
Select Bancorp, Inc.*		33,500		317,245
Severn Bancorp, Inc.+		30,000		214,200
Shore Bancshares, Inc.		17,800		259,880
Sierra Bancorp		27,000		645,840
SmartFinancial, Inc.		20,500		371,870
Sound Financial Bancorp, Inc.+		2,000		63,500
Southern Missouri Bancorp, Inc.		14,300		435,292
Southern National Bancorp of Virginia, Inc.		41,900		507,409
Spirit of Texas Bancshares, Inc.		21,000		352,800
Standard AVB Financial Corp.		18,000		586,620
Sterling Bancorp, Inc.		81,000		367,740
Stewart Information Services Corp.		44,900		2,171,364
StoneX Group, Inc.*		41,200		2,385,480

26 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Summit Financial Group, Inc.		19,100	$	421,728
Summit State Bank		16,250		215,313
SuRo Capital Corp.+		32,700		428,043
SWK Holdings Corp.*		1,000		14,390
Territorial Bancorp, Inc.		15,000		360,450
Third Point Reinsurance, Ltd.*		158,200		1,506,064
Timberland Bancorp, Inc.		7,125		172,853
Tiptree, Inc.		81,700		410,134
TriCo Bancshares		47,000		1,658,160
TriState Capital Holdings, Inc.*		45,000		783,000
Triumph Bancorp, Inc.*		25,000		1,213,750
United Bancorp, Inc.+		1,000		13,180
United Fire Group, Inc.		44,500		1,116,950
United Insurance Holdings Corp.		54,700		312,884
Unity Bancorp, Inc.		28,700		503,685
Universal Insurance Holdings, Inc.		48,895		738,803
Univest Financial Corp.		47,000		967,260
Veritex Holdings, Inc.		93,000		2,386,380
Waddell & Reed Financial, Inc., Class A		144,200		3,672,774
Walker & Dunlop, Inc.		52,275		4,810,346
Watford Holdings, Ltd.*		40,000		1,384,000
Western New England Bancorp, Inc.		51,465		354,594
World Acceptance Corp.*+		10,900		1,114,198
				195,380,286
Health Care - 2.80%
Brookdale Senior Living, Inc.*		305,500		1,353,365
CynergisTek, Inc.*		40,000		58,000
Five Star Senior Living, Inc.*		38,500		265,650
FONAR Corp.*		12,500		217,000
Kewaunee Scientific Corp.*		2,500		31,525
Lannett Co., Inc.*+		61,400		400,328
Lexicon Pharmaceuticals, Inc.*+		143,392		490,401
Magellan Health, Inc.*		41,700		3,454,428
MEDNAX, Inc.*		32,500		797,550
National HealthCare Corp.		24,500		1,627,045
Opiant Pharmaceuticals, Inc.*+		10,000		80,800
Owens & Minor, Inc.		110,000		2,975,500
Surgery Partners, Inc.*		115,000		3,336,150
Tivity Health, Inc.*		80,000		1,567,200

Industry Company	Shares		Value
Health Care (continued)
Triple-S Management Corp., Class B*		44,967	$	960,045
				17,614,987
Industrials - 18.33%
AAR Corp.		60,500		2,191,310
Acacia Research Corp.*		104,500		411,730
ACCO Brands Corp.		178,800		1,510,860
Acme United Corp.		9,300		280,209
Aegion Corp.*		47,000		892,530
AeroCentury Corp.*		4,300		46,225
Air T, Inc.*		4,050		100,845
Allegiant Travel Co.		24,500		4,636,380
Apogee Enterprises, Inc.		25,000		792,000
ARC Document Solutions, Inc.		156,700		231,916
ArcBest Corp.		45,400		1,937,218
Art’s-Way Manufacturing Co., Inc.*		15,000		42,750
Atlas Air Worldwide Holdings, Inc.*		49,400		2,694,276
Avis Budget Group, Inc.*		113,000		4,214,900
BG Staffing, Inc.		9,600		129,504
BMC Stock Holdings, Inc.*		50,200		2,694,736
BrightView Holdings, Inc.*		141,000		2,131,920
Caesarstone, Ltd.		71,400		920,346
CAI International, Inc.		44,500		1,390,180
Chicago Rivet & Machine Co.		1,000		22,860
CIRCOR International, Inc.*		30,000		1,153,200
Civeo Corp.*		9,000		125,100
Commercial Vehicle Group, Inc.*		53,600		463,640
CompX International, Inc.		1,500		21,345
Concrete Pumping Holdings, Inc.*		66,000		252,780
Cornerstone Building Brands, Inc.*		269,500		2,500,960
Costamare, Inc.		287,600		2,381,328
Covenant Logistics Group, Inc.*		24,250		359,142
DLH Holdings Corp.*		52,500		489,300
DXP Enterprises, Inc.*		25,000		555,750
Eagle Bulk Shipping, Inc.*+		16,242		308,598
Eastern Co. (The)		12,404		298,936
Echo Global Logistics, Inc.*		39,000		1,045,980
EnPro Industries, Inc.		30,600		2,310,912

bridgewayfunds.com 27

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Fortress Transportation and Infrastructure Investors, LLC		137,000	$	3,214,020
Foundation Building Materials, Inc.*		77,300		1,484,933
Genco Shipping & Trading, Ltd.		97,300		716,128
General Finance Corp.*		50,000		425,500
GMS, Inc.*		74,000		2,255,520
GP Strategies Corp.*		37,500		444,750
Greenbrier Cos., Inc. (The)		62,400		2,270,112
H&E Equipment Services, Inc.		42,000		1,252,020
Hawaiian Holdings, Inc.+		53,600		948,720
HC2 Holdings, Inc.*		205,775		670,827
Heidrick & Struggles International, Inc.		35,000		1,028,300
Herc Holdings, Inc.*		44,000		2,922,040
Hudson Technologies, Inc.*		45,000		49,050
Hyster-Yale Materials Handling, Inc.		30,000		1,786,500
Interface, Inc.		103,500		1,086,750
Kelly Services, Inc., Class A		66,400		1,365,848
Knoll, Inc.		99,000		1,453,320
L B Foster Co., Class A*		29,600		445,480
Limbach Holdings, Inc.*		7,000		86,310
LS Starrett Co. (The), Class A*		9,400		39,762
LSI Industries, Inc.		50,000		428,000
Lydall, Inc.*		30,000		900,900
Manitowoc Co., Inc. (The)*		54,300		722,733
Matthews International Corp., Class A		39,700		1,167,180
Maxar Technologies, Inc.		104,500		4,032,655
Mesa Air Group, Inc.*		92,500		618,825
Miller Industries, Inc.		18,700		710,974
Mistras Group, Inc.*		59,800		464,048
Morgan Group Holding Co.*+		558		3,906
MRC Global, Inc.*		103,900		688,857
MYR Group, Inc.*		30,700		1,845,070
Navios Maritime Holdings, Inc.*		40,000		90,000
NL Industries, Inc.		84,100		401,998
NN, Inc.*		72,000		473,040
Northwest Pipe Co.*		30,500		863,150
NOW, Inc.*		167,700		1,204,086
Orion Group Holdings, Inc.*		65,422		324,493
P&F Industries, Inc., Class A		492		2,977

Industry Company	Shares		Value
Industrials (continued)
PAM Transportation Services, Inc.*		10,000	$	490,000
Pangaea Logistics Solutions, Ltd.		82,300		227,971
Park-Ohio Holdings Corp.		26,500		818,850
Patriot Transportation Holding, Inc.		7,500		65,850
Perma-Pipe International Holdings, Inc.*		15,000		90,900
Powell Industries, Inc.		20,000		589,800
Preformed Line Products Co.		4,600		314,824
Primoris Services Corp.		88,500		2,443,485
Quad/Graphics, Inc.		70,300		268,546
Quanex Building Products Corp.		42,000		931,140
Resources Connection, Inc.		20,000		251,400
REV Group, Inc.		127,500		1,123,275
Rush Enterprises, Inc., Class A		64,050		2,652,951
Rush Enterprises, Inc., Class B		19,050		721,805
Safe Bulkers, Inc.*		225,200		292,760
Scorpio Bulkers, Inc.+		20,020		338,939
SEACOR Holdings, Inc.*		36,200		1,500,490
Servotronics, Inc.*		1,000		8,490
Steelcase, Inc., Class A		190,000		2,574,500
Sterling Construction Co., Inc.*		64,800		1,205,928
Team, Inc.*		51,000		555,900
Terex Corp.		80,000		2,791,200
Textainer Group Holdings, Ltd.*		125,400		2,405,172
Titan International, Inc.		25,500		123,930
Titan Machinery, Inc.*		32,000		625,600
TrueBlue, Inc.*		85,250		1,593,323
Tutor Perini Corp.*		97,200		1,258,740
Universal Logistics Holdings, Inc.		40,100		825,659
US Xpress Enterprises, Inc., Class A*		80,000		547,200
USA Truck, Inc.*		26,800		239,324
Veritiv Corp.*		28,900		600,831
Viad Corp.		24,500		886,165
VSE Corp.		11,560		444,944
Wabash National Corp.		85,500		1,473,165
WESCO International, Inc.*		66,000		5,181,000

28 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Willis Lease Finance Corp.*		17,634	$	537,132
				115,429,637
Information Technology - 5.34%
Alpha & Omega Semiconductor, Ltd.*		36,905		872,434
Amtech Systems, Inc.*		38,300		244,354
Avaya Holdings Corp.*		145,300		2,782,495
Aviat Networks, Inc.*		13,800		471,270
Bel Fuse, Inc., Class B		8,413		126,447
Benchmark Electronics, Inc.		70,100		1,893,401
BK Technologies Corp.		6,973		21,128
Communications Systems, Inc.		15,000		68,550
Computer Task Group, Inc.*		25,000		153,000
Comtech Telecommunications Corp.		55,985		1,158,330
CSP, Inc.		5,150		39,810
Daktronics, Inc.		20,000		93,600
Eastman Kodak Co.*+		55,000		447,700
GTT Communications, Inc.*+		75,000		267,750
Information Services Group, Inc.*		63,600		208,608
Innodata, Inc.*		43,000		227,900
Key Tronic Corp.*		10,300		71,070
Kimball Electronics, Inc.*		51,100		817,089
NeoPhotonics Corp.*		71,000		645,390
NETGEAR, Inc.*		15,000		609,450
NetScout Systems, Inc.*		111,500		3,057,330
NetSol Technologies, Inc.*		33,700		128,060
Photronics, Inc.*		118,670		1,324,357
Ribbon Communications, Inc.*		230,800		1,514,048
Sanmina Corp.*		80,400		2,563,956
ScanSource, Inc.*		62,900		1,659,302
StarTek, Inc.*		124,500		936,240
Super Micro Computer, Inc.*		93,000		2,944,380
Support.com, Inc.*		45,000		99,000
Synacor, Inc.*		85,400		116,144
Synaptics, Inc.*+		2,800		269,920
Trio-Tech International*		13,000		51,499
TSR, Inc.*+		1,385		9,446
TTM Technologies, Inc.*		194,902		2,688,673
Ultra Clean Holdings, Inc.*		50,800		1,582,420
VirnetX Holding Corp.+		175,000		882,000

Industry Company	Shares		Value
Information Technology (continued)
Wayside Technology Group, Inc.		15,700	$	299,870
Xperi Holding Corp.		108,000		2,257,200
				33,603,621
Materials - 7.93%
Advanced Emissions Solutions, Inc.		52,500		288,750
AdvanSix, Inc.*		55,400		1,107,446
AgroFresh Solutions, Inc.*		126,100		286,247
Ampco-Pittsburgh Corp.*		33,000		180,840
Boise Cascade Co.		76,900		3,675,820
Caledonia Mining Corp. PLC		7,000		111,160
Carpenter Technology Corp.		68,000		1,980,160
Century Aluminum Co.*		150,000		1,654,500
Clearwater Paper Corp.*+		33,000		1,245,750
Contura Energy, Inc.*		22,169		252,062
Core Molding Technologies, Inc.*		17,000		239,360
Domtar Corp.		88,800		2,810,520
Friedman Industries, Inc.		32,900		225,694
FutureFuel Corp.		62,000		787,400
Glatfelter Corp.		82,000		1,343,160
Haynes International, Inc.		20,000		476,800
Intrepid Potash, Inc.*		20,500		495,075
Kaiser Aluminum Corp.		23,900		2,363,710
Koppers Holdings, Inc.*		51,000		1,589,160
Kraton Corp.*		59,277		1,647,308
Mercer International, Inc.		104,950		1,075,737
Minerals Technologies, Inc.		44,500		2,764,340
Olympic Steel, Inc.		18,500		246,605
PQ Group Holdings, Inc.		205,850		2,935,421
Ramaco Resources, Inc.*		69,900		201,312
Rayonier Advanced Materials, Inc.*		110,000		717,200
Resolute Forest Products, Inc.*		128,000		837,120
Ryerson Holding Corp.*		105,700		1,441,748
Schnitzer Steel Industries, Inc., Class A		57,300		1,828,443
SunCoke Energy, Inc.		214,600		933,510
Synalloy Corp.*		5,473		42,689
TimkenSteel Corp.*		49,500		231,165
Trecora Resources*		45,002		314,564
Tredegar Corp.		47,600		794,920
Trinseo SA		42,000		2,150,820
Tronox Holdings PLC, Class A		235,000		3,435,700

bridgewayfunds.com 29

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Industry Company	Shares		Value
Common Stocks (continued)
Materials (continued)
United States Steel Corp.+		200,000	$	3,354,000
Universal Stainless & Alloy Products, Inc.*		15,250		114,070
US Concrete, Inc.*		19,700		787,409
Verso Corp., Class A		74,001		889,492
Warrior Met Coal, Inc.		96,000		2,046,720
				49,903,907
Real Estate - 1.41%
Altisource Portfolio Solutions SA*		24,000		309,120
BBX Capital, Inc.*		38,604		219,657
CTO Realty Growth, Inc.		9,889		416,920
Forestar Group, Inc.*		1		20
Newmark Group, Inc., Class A		447,000		3,258,630
RE/MAX Holdings, Inc., Class A		28,000		1,017,240
Realogy Holdings Corp.*		227,818		2,988,972
RMR Group, Inc. (The), Class A		18,000		695,160
				8,905,719
TOTAL COMMON STOCKS - 99.69%				627,618,016
(Cost $479,162,237)
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***+		529		13,490
TOTAL PREFERRED STOCK - 0.00%				13,490
(Cost $11,003)
RIGHTS - 0.00%
Newstar Financial, Inc., CVR*D		105,100		—
TOTAL RIGHTS - 0.00%				—
(Cost $8,951)
WARRANTS - 0.00%
Air T Funding, expiring 06/07/20*		27,864		6,353
Eagle Bulk Shipping, Inc., expiring 10/15/21*		8,501		361
TOTAL WARRANTS - 0.00%				6,714
(Cost $73,557)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.34%
Fidelity Investments Money Market Government Portfolio Class I		0.01	%		2,127,734	$	2,127,734
TOTAL MONEY MARKET FUND - 0.34%							2,127,734
(Cost $2,127,734)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.13%
Fidelity Investments Money Market Government Portfolio Class I**		0.01	%				13,410,549
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.13%							13,410,549
(Cost $13,410,549)
TOTAL INVESTMENTS - 102.16%						$	643,176,503
(Cost $494,794,031)
Liabilities in Excess of Other Assets - (2.16%)							(13,604,154	)
NET ASSETS - 100.00%						$	629,572,349

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2020.

*** Security is perpetual and has no stated maturity date.

^ Rate disclosed as of December 31, 2020.

D Security was fair valued using significant unobservable inputs. As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan as of December 31, 2020. Total loaned securities had a value of $42,619,031 as of December 31, 2020. See Note 2 for disclosure of cash and non-cash collateral.

CVR - Contingent Value Right

LLC - Limited Liability Company

PLC - Public Limited Company

30 Semi-Annual Report  |  December 31, 2020 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2020

Summary of inputs used to value the Fund’s investments as of 12/31/2020 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks Industrials		$115,425,731		$3,906		$–		$115,429,637
Financials		195,230,631		149,655		–		195,380,286
Other Industries (a)		316,808,093		–		–		316,808,093
Total Common Stocks		627,464,455		153,561		–		627,618,016
Preferred Stock		13,490		–		–		13,490
Rights		–		–		0		0
Warrants		6,714		–		–		6,714
Money Market Fund		–		2,127,734		–		2,127,734
Investments Purchased With Cash Proceeds From Securities Lending		–		13,410,549		–		13,410,549
TOTAL		$627,484,659		$15,691,844		$0		$643,176,503

(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

Investment in Securities (Value)
	Rights
Balance as of 06/30/2020	$	5,255
Purchases		–
Sales		–
Return of Capital		–
Realized Gain/(Loss)		–
Change in unrealized Appreciation/(Depreciation)		(5,255	)
Transfers in		–
Transfers out		–
Balance as of 12/31/2020	$	0
Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2020	$	(5,255	)

See Notes to Financial Statements.

bridgewayfunds.com 31

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2020 (Unaudited)

ASSETS	Omni Small-Cap Value			Omni Tax- Managed Small-Cap Value
Investments at value		$	1,102,341,895		$	643,176,503
Receivables:
Portfolio securities sold			2,232,363			494,119
Fund shares sold			2,034,489			2,543,376
Dividends and interest			755,447			381,413
Prepaid expenses			127,562			81,090
Total assets			1,107,491,756			646,676,501
LIABILITIES
Payables:
Portfolio securities purchased			1,310,998			1,968,992
Fund shares redeemed			5,987,440			1,351,055
Due to custodian			21,902			57,739
Payable upon return of securities loaned			30,305,157			13,410,549
Accrued Liabilities:
Investment advisory fees			275,537			160,670
Administration fees			7,322			3,967
Directors’ fees			8,207			8,274
Other			275,239			142,906
Total liabilities			38,191,802			17,104,152
NET ASSETS		$	1,069,299,954		$	629,572,349
NET ASSETS REPRESENT
Paid-in capital		$	929,127,187		$	551,239,947
Distributable earnings			140,172,767			78,332,402
NET ASSETS		$	1,069,299,954		$	629,572,349
Shares of common stock outstanding of $.001 par value*			67,856,292			41,981,129
Net asset value, offering price and redemption price per share		$	15.76		$	15.00
Total investments at cost		$	889,024,076		$	494,794,031

* See Note 1 - Organization in the Notes to Financial Statements for shares authorized for each Fund.

See Notes to Financial Statements.

32 Semi-Annual Report  |  December 31, 2020 (Unaudited)

STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2020 (Unaudited)

	Omni Small-Cap Value				Omni Tax- Managed Small-Cap Value
INVESTMENT INCOME
Dividends		$	10,314,201			$	5,652,414
Less: foreign taxes withheld			(26,731	)			(12,828	)
Interest			156				243
Securities lending			1,133,329				386,195
Total Investment Income			11,420,955				6,026,024
EXPENSES
Investment advisory fees			2,364,254				1,282,340
Administration fees			41,247				22,317
Accounting fees			88,451				60,663
Transfer agent fees			6,510				6,059
Professional fees			134,106				84,219
Custody fees			12,100				13,531
Blue sky fees			50,309				45,867
Directors’ and officers’ fees			63,806				37,356
Shareholder servicing fees			350,610				153,759
Reports to shareholders			29,365				20,187
Miscellaneous expenses			102,607				61,698
Total Expenses			3,243,365				1,787,996
Less investment advisory fees waived			(1,020,989	)			(582,588	)
Net Expenses			2,222,376				1,205,408
NET INVESTMENT INCOME			9,198,579				4,820,616
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Loss on:
Investments			(9,627,638	)			(9,939,975	)
Change in Unrealized Appreciation (Depreciation) on:
Investments			325,090,326				180,576,325
Net Realized and Unrealized Gain on Investments			315,462,688				170,636,350
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	324,661,267			$	175,456,966

See Notes to Financial Statements.
bridgewayfunds.com	33

STATEMENTS OF CHANGES IN NET ASSETS

December 31, 2020

							Omni Tax-Managed Small-Cap
	Omni Small-Cap Value						Value
	Six Months Ended December 31, 2020			Year Ended June 30, 2020			Six Months Ended December 31, 2020			Year Ended June 30, 2020
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income		$    9,198,579			$    13,237,408			$    4,820,616			$    7,733,855
Net realized loss on investments		(9,627,638	)		(72,576,094	)		(9,939,975	)		(64,789,627	)
Net change in unrealized appreciation (depreciation) on investments		325,090,326			(156,921,036	)		180,576,325			(86,311,728	)
Net increase (decrease) in net assets resulting from operations		324,661,267			(216,259,722	)		175,456,966			(143,367,500	)
DISTRIBUTIONS:
From net investment income and net realized gains		(13,173,150	)		(10,234,482	)		(7,115,050	)		(3,169,046	)
Net decrease in net assets from distributions		(13,173,150	)		(10,234,482	)		(7,115,050	)		(3,169,046	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		104,415,403			656,241,925			91,152,080			589,876,334
Reinvestment of distributions		13,158,550			10,232,320			7,079,248			3,155,635
Cost of shares redeemed		(188,241,777	)		(600,515,726	)		(64,515,654	)		(627,348,686	)
Net increase (decrease) in net assets resulting from share transactions		(70,667,824	)		65,958,519			33,715,674			(34,316,717	)
Net increase (decrease) in net assets		240,820,293			(160,535,685	)		202,057,590			(180,853,263	)
NET ASSETS:
Beginning of period		828,479,661			989,015,346			427,514,759			608,368,022
End of period		$    1,069,299,954			$    828,479,661			$    629,572,349			$    427,514,759
SHARES ISSUED & REDEEMED
Issued		8,092,587			58,034,527			7,434,473			54,155,404
Distributions reinvested		838,658			651,325			475,117			205,713
Redeemed		(13,468,613	)		(52,375,628	)		(5,085,370	)		(57,357,136	)
Net increase (decrease) in shares		(4,537,368	)		6,310,224			2,824,220			(2,996,019	)
Outstanding at beginning of period		72,393,660			66,083,436			39,156,909			42,152,928
Outstanding at end of period		67,856,292			72,393,660			41,981,129			39,156,909

See Notes to Financial Statements.

34 Semi-Annual Report  |  December 31, 2020 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI SMALL-CAP VALUE

	For the
	Six Months
	Ended	Year Ended June 30
	12/31/20
	(Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$11.44	$14.97	$19.83	$18.14	$14.66	$15.49
Income from Investment Operations:
Net Investment Income(a)	0.13	0.19	0.20	0.17	0.17	0.17
Net Realized and Unrealized Gain (Loss) .	4.38	(3.56)	(3.61)	2.77	3.48	(0.86)
Total from Investment Operations	4.51	(3.37)	(3.41)	2.94	3.65	(0.69)
Less Distributions to Shareholders from:
Net Investment Income	(0.19)	(0.08)	(0.17)	(0.16)	(0.17)	(0.14)
Net Realized Gain	–	(0.08)	(1.28)	(1.09)	–	–
Total Distributions	(0.19)	(0.16)	(1.45)	(1.25)	(0.17)	(0.14)
Net Asset Value, End of Period	$15.76	$11.44	$14.97	$19.83	$18.14	$14.66
Total Return(b)	39.44%(c)	(22.82%)	(16.82%)	16.75%	24.83%	(4.42%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$1,069,300	$828,480	$989,015	$913,198	$710,357	$558,286
Expenses Before Waivers and Reimbursements	0.69%(d)	0.72%	0.70%	0.70%	0.71%	0.71%
Expenses After Waivers and Reimbursements	0.47%(d)	0.54%	0.60%	0.60%	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.95%(d)	1.46%	1.21%	0.88%	1.00%	1.17%
Portfolio Turnover Rate	14%(c)	43%	29%	24%	23%	24%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Total return would have been lower had various fees not been waived during the period.

(c) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com 35

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI TAX-MANAGED SMALL-CAP VALUE

	For the
	Six Months
	Ended	Year Ended June 30
	12/31/20
	(Unaudited)	2020	2019	2018	2017	2016
Net Asset Value, Beginning of Period	$10.92	$14.43	$19.10	$17.39	$14.04	$14.65
Income from Investment Operations:
Net Investment Income(a)	0.12	0.19	0.20	0.16	0.17	0.16
Net Realized and Unrealized Gain (Loss) .	4.13	(3.63)	(3.42)	2.61	3.32	(0.66)
Total from Investment Operations	4.25	(3.44)	(3.22)	2.77	3.49	(0.50)
Less Distributions to Shareholders from:
Net Investment Income	(0.17)	(0.07)	(0.20)	(0.23)	(0.14)	(0.11)
Net Realized Gain	–	–	(1.25)	(0.83)	–	–
Total Distributions	(0.17)	(0.07)	(1.45)	(1.06)	(0.14)	(0.11)
Net Asset Value, End of Period	$15.00	$10.92	$14.43	$19.10	$17.39	$14.04
Total Return(b)	38.94%(c)	(23.98%)	(16.49%)	16.48%	24.83%	(3.42%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$629,572	$427,515	$608,368	$805,188	$643,215	$505,995
Expenses Before Waivers and Reimbursements	0.70%(d)	0.74%(e)	0.72%	0.70%	0.71%	0.72%
Expenses After Waivers and Reimbursements	0.47%(d)	0.55%(e)	0.60%	0.60%	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.88%(d)	1.40%	1.18%	0.89%	1.04%	1.20%
Portfolio Turnover Rate	12%(c)	63%	42%	27%	23%	29%

(a) Per share amounts calculated based on the average daily shares outstanding during the period.

(b) Total return would have been lower had various fees not been waived during the period.

(c) Not annualized.

(d) Annualized for periods less than one year.

(e) Includes interest expense of 0.01%.

See Notes to Financial Statements.

36 Semi-Annual Report  |  December 31, 2020 (Unaudited)

NOTES TO FINANCIAL STATEMENTS
December 31, 2020 (Unaudited)

1. Organization

Bridgeway Funds, Inc. (“Bridgeway” or the “Company”) was organized as a Maryland corporation on October 19, 1993, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

Bridgeway is organized as a series fund, with 9 investment funds as of December 31, 2020 (each is referred to as a “Bridgeway Fund” and collectively, the “Bridgeway Funds”). The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value, Blue Chip (formerly, Blue Chip 35 Index) and Managed Volatility Funds are presented in a separate report. The Omni Small-Cap Value Fund and the Omni Tax-Managed Small-Cap Value Fund (each a “Fund” and together, the “Funds”) are presented in this report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of December 31, 2020, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip Fund. 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, Small-Cap Growth, and Small-Cap Value Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

All of the Funds are no-load, diversified funds.

The Funds seek to provide long-term total return on capital, primarily through capital appreciation.

Bridgeway Capital Management, LLC (the “Adviser”) is the investment adviser for all of the Funds.

2. Significant Accounting Policies:

Following is a summary of significant accounting policies that are followed in the preparation of the financial statements of the Funds. They are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Each Fund is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies.

Securities and Other Investments Valuation Securities for which market quotations are readily available are valued at the last sale price on the national exchange on which such securities are primarily traded. In the case of securities reported on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system, the securities are valued based on the NASDAQ Official Closing Price (“NOCP”). In the absence of recorded sales on their home exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions.

Investments in open-end registered investment companies and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value (“NAV”) per share.

Investments in closed-end registered investment companies that trade on an exchange are valued at the last sales price as of the close of the customary trading session on the exchange where the security is principally traded.

When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Funds may be valued at fair value as determined in good faith by or under the direction of the Board of Directors. The valuation assigned to a fair valued security for purposes of calculating the Funds’ NAVs may differ from the security’s most recent closing market price and from the prices used by other mutual funds to calculate their NAVs.

The inputs and valuation techniques used to determine the value of a Fund’s investments are summarized into three levels as described in the hierarchy below:

• Level 1 — quoted prices in active markets for identical assets

bridgewayfunds.com 37

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2020 (Unaudited)

Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1 prices, include active listed equity securities. The Funds do not adjust the quoted price for such investments, even in situations where the Funds hold a large position and a sale could reasonably impact the quoted price.

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs, are classified as Level 2 prices. These generally include certain US Government and sovereign obligations, most government agency securities, investment-grade corporate bonds and less liquid listed equity securities. As investments whose values are classified as Level 2 prices include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

The Fidelity Investments Money Market Government Portfolio - Class I, which is held by the Fund, invests primarily in securities that are valued at amortized cost. Therefore, this investment is classified as a Level 2 investment.

• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the results of the Funds’ operations.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of December 31, 2020 is included with each Fund’s Schedule of Investments.

Details regarding material transfers into, and material transfers out of, Level 3, if any, can be found at the end of each Schedule of Investments for Funds that held Level 3 securities.

Securities Lending Upon lending its securities to third parties, each participating Fund receives compensation in the form of fees. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. The remaining contractual maturity of all securities lending transactions is overnight and continuous. Each Fund has the right under the lending agreement to recover the securities from the borrower on demand. Additionally, a Fund does not have the right to sell or re-pledge collateral received in the form of securities unless the borrower goes into default. The risks to a Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due, resulting in a loss. Under the terms of the Securities Lending Agreement, the Funds are indemnified for such losses by the securities lending agent.

While securities are on loan, the Fund continues to receive dividends on the securities loaned and recognizes any unrealized gain or loss in the fair value of the securities loaned.

Securities lending transactions are entered into by a Fund under a Securities Lending Agreement which provides the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral or to offset the market value of the collateral received against the market value of the securities loaned. The value of the collateral is typically greater than that of the market value of the securities loaned, leaving the lender with a net amount payable to the defaulting

38 Semi-Annual Report  |  December 31, 2020 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2020 (Unaudited)

party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a counterparty’s bankruptcy or insolvency.

The market value of securities on loan, all of which are classified as common stocks in the Funds’ Schedules of Investments, and the value of the related collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value.

The following table is a summary of the Funds’ payable upon return of securities loaned and related cash collateral, which are subject to a netting agreement as of December 31, 2020:

Gross Amount Not Offset in the Statement of  Assets and Liabilities

Fund

Gross Amounts of Recognized Assets1

Gross Amounts Offset in the Statement of Assets and Liabilities

Net Amounts of Assets Presented in the Statement of Assets and Liabilities

Financial Instruments

Collateral Received

Net Amount

Omni Small-Cap Value

Securities lending

$30,305,157

–

$30,305,157

–

$30,305,157

–

Omni Tax-Managed Small-Cap Value

Securities lending

$13,410,549

–

$13,410,549

–

$13,410,549

–

¹  Securities loaned with a value of $90,214 in Omni Small-Cap Value have been sold and are pending settlement on December 31, 2020.

The following table summarizes the securities received as non-cash collateral and cash collateral for securities lending:

	Non-Cash Collateral
Fund	Collateral Type		Coupon Range			Maturity Date Range		Market Value		Cash Collateral		Total Collateral		Market Value of Securities on Loan
Omni Small-Cap Value
Securities lending		U.S.Gov’t Obligations		0.00 8.13	%-  %		01/15/21- 11/15/50		$54,262,747		$30,305,157		$84,567,904		$81,551,891
Omni Tax-Managed Small- Cap Value
Securities lending		U.S.Gov’t Obligations		0.00 8.13	%-  %		01/15/21- 11/15/50		$30,618,243		$13,410,549		$44,028,792		$42,619,031

It is each Fund’s policy to obtain additional collateral from, or return excess collateral to, the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of December 31, 2020, the collateral consisted of an institutional government money market fund and US Government Obligations.

Use of Estimates in Financial Statements In preparing financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements and the disclosure of contingent assets and liabilities on the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

bridgewayfunds.com 39

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2020 (Unaudited)

Concentrations of Credit Risk  The Funds maintain cash and securities in its custody account maintained by a high-credit, quality financial institution. Cash balances may, at times, exceed the FDIC insurance limit. Cash balances are generally invested in a short-term investment vehicle, which minimizes the risk of cash balances exceeding the FDIC insurance limit.

Sector Concentration Risk  Companies with similar characteristics may be grouped together in broad categories called sectors. Although the Fund seeks investments across a number of sectors, from time to time, based on economic conditions, the Fund may have significant positions in particular sectors. A certain sector may underperform other sectors or the market as a whole. As more assets are held in a specific sector, a Fund’s performance will be more susceptible to any economic, business or other developments which generally affect that sector.

Risks and Uncertainties  The Funds provide for various investment options, including stocks. Such investments are exposed to risks, such as interest rate, market and credit risks. Due to the risks involved, it is at least reasonably possible that changes in risks in the near term would materially affect shareholders’ account values and the amounts reported in the financial statements.

The global pandemic outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 has resulted in substantial market volatility and global business disruption, affecting the global economy and the financial health of individual companies in significant and unforeseen ways. COVID-19 has resulted in, among other things, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, significant disruptions to business operations, market closures, cancellations and restrictions, supply chain disruptions, lower consumer demand, and significant volatility and declines in global financial markets, as well as general concern and uncertainty. Instability in the United States, European and other credit markets has made it more difficult for borrowers to obtain financing or refinancing on attractive terms or at all. In particular, because of the current conditions in the credit markets, borrowers may be subject to increased interest expenses for borrowed money and tightening underwriting standards. In addition, stock prices as well as yield could be negatively impacted to the extent that issuers of equity securities cancel or announce the suspension of dividends or share buybacks. The COVID-19 pandemic could continue to inhibit global, national and local economic activity, and constrain access to capital and other sources of funding. Various recent government interventions have been aimed at curtailing the distress to financial markets caused by the COVID-19 outbreak. There can be no guarantee that these or other economic stimulus plans (within the United States or other affected countries throughout the world) will be sufficient or will have their intended effect. In addition, an unexpected or quick reversal of such policies could increase market volatility, which could adversely affect a Fund’s investments. The duration and future impact of COVID-19 are currently unknown, which may exacerbate the other risks that apply to a Fund and could negatively affect Fund performance and the value of your investment in a Fund.

Security Transactions, Investment Income and Expenses  Security transactions are accounted for as of the trade date, the date the order to buy or sell is executed. Realized gains and losses are computed on the identified cost basis. Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis from settlement date.

Bridgeway Funds’ expenses that are not series-specific are allocated to each series based upon its relative proportion of net assets to the Bridgeway Funds’ total net assets or other appropriate basis.

Distributions to Shareholders  The Funds pay dividends from net investment income and distribute realized capital gains annually, usually in December, and are recorded on the ex-date.

Indemnification Under the Company’s organizational documents, the Funds’ officers, directors, employees and agents are indemnified against certain liabilities that may arise out of the performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts.

40 Semi-Annual Report  |  December 31, 2020 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2020 (Unaudited)

3. Advisory Fees, Other Related Party Transactions and Contingencies:

The Funds have entered into management agreements with the Adviser. As compensation for the advisory services rendered, facilities furnished, and expenses borne by the Adviser, the Funds pay the Adviser a fee of 0.50% of the value of each Fund’s average daily net assets, computed daily and payable monthly.

Expense limitations: The Adviser has contractually agreed to waive its management fees and/or reimburse expenses of the Funds to ensure the total annual fund operating expenses do not exceed 0.60% of the Funds’ average net assets. Any material change to this contractual expense limitation would require a vote by shareholders of the applicable Fund. Effective January 1, 2020, the Adviser voluntarily agreed to waive its management fees and/or reimburse expenses in an additional amount such that the net fiscal year expense ratio for each Fund does not exceed 0.47%. Fees waived for the period ended December 31, 2020 were as follows:

Bridgeway Fund	Voluntary Expense Limitation			Total Waivers for Period Ended 12/31/20
Omni Small-Cap Value*		0.47	%		$1,020,989
Omni Tax-Managed Small-Cap Value*		0.47	%		582,588

*The Funds are authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser to meet the 0.60% contractual expense limitation provided, however, that any reimbursements must be paid at a date not more than three years after the Adviser waived the fees or reimbursed the expenses and that the reimbursements do not cause the Funds to exceed the expense limitation in effect at the time of the waiver or the current expense limitation, if different. The Omni Small-Cap Value Fund has recoupable expenses of $759,479, $937,974, $1,616,563, and $1,020,989, which expire no later than June 30, 2021, June 30, 2022, June 30, 2023, and December 31, 2023, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $691,272, $826,118, $1,060,994, and $582,588, which expire no later than June 30, 2020, June 30, 2021, June 30, 2022, and December 31, 2023, respectively.

Other Related Party Transactions: The Bridgeway Funds will engage in inter-portfolio trades with other Bridgeway Funds when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales for the Funds during the period ended December 31, 2020 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases			Inter-Portfolio Sales
Omni Small-Cap Value		$	3,323,368		$	9,187,506
Omni Tax-Managed Small-Cap Value			9,970,934			1,552,834

The Adviser entered into an Administrative Services Agreement with Bridgeway Funds, pursuant to which the Adviser provides various administrative services to the Funds including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds; (iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Bridgeway Funds, the Adviser is paid an aggregate annual fee of $209,000, payable in equal monthly installments. During the period ended December 31, 2020, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $41,247 and $22,317, respectively.

Board of Directors Compensation Independent Directors are paid an annual retainer of $20,000, with an additional retainer of $5,000 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. In addition, Independent Directors are

bridgewayfunds.com 41

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2020 (Unaudited)

paid $12,000 per meeting for meeting fees. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

Independent Directors are reimbursed for any expenses incurred in attending meetings and conferences, as well as expenses for subscriptions or printed materials. The amount of directors’ fees attributable to each Fund is disclosed in the Statements of Operations.

One director of Bridgeway, John Montgomery, is an owner and director of the Adviser. Under the 1940 Act definitions, he is considered to be an “affiliated person” of the Adviser and an “interested person” of the Adviser and of Bridgeway. Compensation for Mr. Montgomery is borne by the Adviser rather than the Funds.

4. Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated May 31, 2017. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares, pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the period ended December 31, 2020 were as follows:

	Purchases				Sales
Bridgeway Fund	U.S. Government		Other		U.S. Government		Other
Omni Small-Cap Value		$—	$	125,659,551		$—	$	198,450,523
Omni Tax-Managed Small-Cap Value		—		90,392,454		—		57,787,192

6. Federal Income Taxes

It is the Funds’ policy to continue to comply with the provisions of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), applicable to regulated investment companies, and to distribute income to the extent necessary so that the Funds are not subject to federal income tax. Therefore, no federal income tax provision is required.

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/depreciation and the cost of investment securities for tax purposes, including short-term securities as of December 31, 2020, were as follows:

	Omni Small- Cap Value			Omni Tax-Managed Small-Cap Value
Gross appreciation (excess of value over tax cost)	$	297,781,962		$	187,600,896
Gross depreciation (excess of tax cost over value)		(84,548,752	)		(39,273,883	)
Net unrealized appreciation	$	213,233,210		$	148,327,013
Cost of investments for income tax purposes	$	889,108,685		$	494,849,490

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale and straddle loss deferrals and basis adjustments on investments in business development companies, partnerships and passive foreign investment companies (PFICs).

Classifications of Distributions Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes.

42 Semi-Annual Report  |  December 31, 2020 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2020 (Unaudited)

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2020 and June 30, 2019, respectively, are as follows:

	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
	Year Ended     June 30, 2020		Year Ended     June 30, 2019		Year Ended     June 30, 2020		Year Ended June 30, 2019
Distributions paid from:
Ordinary Income	$	5,306,458	$	7,943,782	$	3,169,046	$	7,212,071
Long-Term Capital Gain		4,928,024		60,593,738		-		44,775,281
Total	$	10,234,482	$	68,537,520	$	3,169,046	$	51,987,352

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Funds after June 30, 2011 will not be subject to expiration and will retain their character as either short-term or long-term capital losses.

As of June 30, 2020, the following Funds had capital loss carryovers available to offset future realized capital gains which are not subject to expiration:

	Short-term		Long-Term		Total
Accumulated Net Investment Income	$	13,565,140	$	-	$	13,565,140
Total		6,619,201		-		6,619,201

Components of Accumulated Earnings As of June 30, 2020, the components of accumulated deficit on a tax basis were:

	Omni Small-			Omni Tax-Managed
	Cap Value			Small-Cap Value
Accumulated Net Investment Income	$	13,172,939		$	7,114,720
Capital Loss Carryovers		(13,565,140	)		(6,619,201	)
Accumulated Net Realized Gain (Loss) on Investments		-			-
Qualified Late Year Deferred Losses*		(59,150,606	)		(58,221,402	)
Net Unrealized Depreciation of Investments		(111,772,543	)		(32,283,631	)
Total	$	(171,315,350	)	$	(90,009,514	)

• Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2021. The Omni Tax-Managed Small-Cap Value and Small-Cap Value Funds have no deferred qualified ordinary late-year losses. The Omni Tax-Managed Small-Cap Value and Small-Cap Value Funds have elected to defer late-year short-term capital losses of $46,450,331 and $30,793,593. The Omni Tax-Managed Small-Cap Value and Small-Cap Value Funds have elected to defer late-year long-term capital losses of $11,771,071 and $28,357,013, respectively.

For the fiscal year June 30, 2020, the Funds recorded the following reclassifications to the accounts listed below:

	Increase (Decrease)
	Omni Small- Cap Value			Omni Tax-Managed Small-Cap Value
Paid-In Capital	$	63,685		$	618,708
Distributable Earnings		(63,685	)		(618,708	)

The differences between book and tax components of net assets and the resulting reclassifications were primarily a result of the differing book/tax treatment of the deduction of equalization debits for tax purposes, excess distributions, the write-off of unused net operating loss, and redesignation of dividends paid and investments in PFICs.

bridgewayfunds.com 43

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2020 (Unaudited)

Accounting for Uncertainty in Income Taxes sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has analyzed each Fund’s tax positions and has concluded that no provision for income tax is required in the individual Funds’ financial statements. The Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon, effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 10, 2021. Advances under the Facility are limited to $15,000,000 in total for all Funds, and advances to each Fund shall not exceed certain limits set forth in the credit agreement, including, but not limited to, the maximum amount a Fund is permitted to borrow under the 1940 Act.

The Funds incur a commitment fee of 0.10% per annum on the unused portion of the Facility and interest expense to the extent of amounts borrowed under the Facility. Interest is based on the “Overnight Rate” plus 1.25%. The Overnight Rate means the higher of (a) the Federal Funds rate, (b) the Overnight Eurodollar Rate, or (c) the One-Month Eurodollar Rate. The facility fees are payable quarterly in arrears and are allocated to all participating Funds. Interest expense is charged directly to a Fund based upon actual amounts borrowed by such Bridgeway Fund.

For the period ended December 31, 2020, borrowings by the Funds under this line of credit were as follows:

Bridgeway Fund	Weighted Average Interest Rate			Weighted Average Loan Balance		Number of Days Outstanding		Interest Expense Incurred1		Maximum Amount Borrowed During the Period
Omni Small-Cap Value		1.40	%		$2,337,449		78		$7,085		$11,664,000
Omni Tax-Managed Small-Cap Value		1.40	%		1,925,556		9		673		4,754,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

8. Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

44 Semi-Annual Report  |  December 31, 2020 (Unaudited)

OTHER INFORMATION
December 31, 2020 (Unaudited)

1. Proxy Voting

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to the portfolio securities and a summary of proxies voted by the Funds for the period ended June 30, 2020 are available without charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov.

2. Fund Holdings

The complete schedules of the Funds’ holdings for the second and fourth quarters of each fiscal year are contained in the Funds’ Semi-Annual and Annual Shareholder Reports, respectively.

The Bridgeway Funds file complete schedules of the Funds’ holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to Form N-PORT within 60 days after the end of the period. Copies of the Funds’ Form N-PORT exhibit are available without charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov. You may also review and copy the Funds’ Form N-PORT exhibit at the SEC’s Public Reference Room in Washington, D.C. For more information about the operation of the Public Reference Room, please call 1-800-SEC-0330.

bridgewayfunds.com 45

DISCLOSURE OF FUND EXPENSES
December 31, 2020 (Unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends or on other distributions. There are no exchange fees. Shareholders are subject to redemption fees on the Ultra-Small Company Market Fund under certain circumstances. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on July 1, 2020 and held until December 31, 2020.

Actual Expenses. The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

The expenses shown in the table are meant to highlight ongoing Fund costs only. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds, because other funds may also have transaction costs, such as sales charges, redemption fees or exchange fees.

	Beginning Account Value at 7/1/20		Ending Account Value at 12/31/20		Expense Ratio		Expenses Paid During Period* 7/1/20 - 12/31/20
Bridgeway Omni Small-Cap Value Fund
Actual Fund Return		$1,000.00		$1,394.41		0.47%		$2.84
Hypothetical Fund Return		$1,000.00		$1,022.84		0.47%		$2.40
Bridgeway Omni Tax-Managed Small-Cap Value Fund
Actual Fund Return		$1,000.00		$1,389.38		0.47%		$2.83
Hypothetical Fund Return		$1,000.00		$1,022.84		0.47%		$2.40

* Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent six-month period (184) divided by the number of days in the fiscal year (365).

46 Semi-Annual Report  |  December 31, 2020 (Unaudited)

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www.bridgeway.com 47

BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9860

Providence, RI 02940-8060

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

You can review and copy information about our Funds (including the SAIs) at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 800-SEC-0330. Reports and other information about the Funds are also available on the SEC’s website at ww.sec.gov. You can receive copies of this information, for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520 or by sending an electronic request to the following email address: publicinfo@sec.gov.

(b) Not Applicable

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1(a) of this form.

(b) Not Applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management

Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and

Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effectively designed, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Bridgeway Funds, Inc.

By (Signature and Title)* /s/ Tammira Philippe Tammira Philippe, President and Principal Executive Officer (principal executive officer)

Date March 5, 2021                      

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Tammira Philippe Tammira Philippe, President and Principal Executive Officer (principal executive officer)

Date March 5, 2021                      

By (Signature and Title)* /s/ Deborah L. Hanna Deborah L. Hanna, Treasurer and Principal Financial Officer (principal financial officer)

Date March 5, 2021                      

^* Print the name and title of each signing officer under his or her signature.