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: June 30, 2022

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                

Annual Report June 30, 2022
AGGRESSIVE INVESTORS 1	BRAGX
ULTRA-SMALL COMPANY	BRUSX
(Open to Existing Investors — Direct Only)
ULTRA-SMALL COMPANY MARKET	BRSIX
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	7
Schedule of Investments	11
ULTRA-SMALL COMPANY FUND
Manager’s Commentary	14
Schedule of Investments	18
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary	22
Schedule of Investments	26
SMALL-CAP VALUE FUND
Manager’s Commentary	36
Schedule of Investments	40
BLUE CHIP FUND
Manager’s Commentary	43
Schedule of Investments	47
MANAGED VOLATILITY FUND
Manager’s Commentary	48
Schedule of Investments	52
STATEMENTS OF ASSETS AND LIABILITIES	60
STATEMENTS OF OPERATIONS	62
STATEMENTS OF CHANGES IN NET ASSETS	64
FINANCIAL HIGHLIGHTS	67
Notes to Financial Statements	73
Report of Independent Registered Public Accounting Firm	85
Other Information	86
Disclosure of Fund Expenses	95
Directors & Officers	97

June 30, 2022

Bridgeway Funds Standardized Returns (%) as of June 30, 2022* (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	-21.13	-26.42	-23.81	1.59	8.33	2.91	10.80	8/5/1994	0.34%	0.34%
Ultra-Small Company	-12.79	-13.69	-21.04	7.46	8.99	4.98	12.64	8/5/1994	1.38%	1.38%
Ultra-Small Co Market	-17.33	-20.78	-30.38	4.85	9.24	5.38	9.51	7/31/1997	0.79%	0.79%
Small-Cap Value	-13.85	-13.69	-5.81	11.82	12.05	6.44	8.74	10/31/2003	0.92%	0.92%
Blue Chip	-13.89	-15.92	-9.32	11.29	12.41	8.56	7.79	7/31/1997	0.24%1	0.15%1
Managed Volatility	-6.40	-9.58	-7.62	3.93	4.28	3.15	3.92	6/30/2001	1.23%1	0.96%1
Bridgeway Funds Returns (%) for Calendar Years 2012 through 2021* (Unaudited)
	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
Aggressive Investors 1	21.58	42.21	14.99	-9.82	19.47	18.44	-22.44	21.85	14.35	19.89
Ultra-Small Company	24.49	55.77	-0.56	-16.12	14.06	3.88	-15.68	9.51	31.31	33.34
Ultra-Small Co Market	19.83	50.91	4.61	-8.28	21.47	12.47	-17.12	15.34	25.53	22.31
Small-Cap Value	20.99	39.72	0.79	-9.43	26.79	7.11	-13.06	14.98	12.04	67.74
Blue Chip	15.20	31.67	11.51	2.17	13.18	18.43	-1.48	31.05	13.51	24.15
Managed Volatility	6.46	9.25	5.95	0.17	2.42	8.18	-3.97	11.88	10.55	7.91

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 bridgewayfunds.com or call 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 June 30, 2022.

* 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 800-661-3550 or visit the Funds’ website at bridgewayfunds.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.

Annual Report | June 30, 2022

LETTER FROM THE INVESTMENT MANAGEMENT TEAM 

June 30, 2022 (Unaudited)

Dear Fellow Shareholders,

Performance across domestic equity markets was negative for the June quarter and for the 12 months ended June 30, 2022. Stocks in all size and style categories recorded negative returns for the fiscal year, but larger stocks and value stocks outperformed smaller names and growth stocks. As a result, large-cap value stocks delivered the best results during the fiscal year. Market highlights appear on page 2. The Bridgeway Funds performed within design expectations in this environment, guided by our statistical, evidence-based investment approach. Please see the enclosed letters for a detailed explanation of each Fund’s performance during the quarter and the fiscal year. We hope you find the letters helpful.

Ultra-small stocks historically have outperformed larger stocks over longer periods. Yet these smallest of small stocks are in the midst of their own period of underperformance. Although we don’t condone market timing, we believe investors may have a unique opportunity to capture strong gains as ultra-small stock returns revert to their long-term means. However, investing in ultra-small stocks requires a disciplined approach and special trading expertise to avoid some challenges with this asset class. We explain this opportunity, and Bridgeway’s approach to trading ultra-small stocks, in “Ultra-Small Stocks: Capturing Opportunity while Addressing Challenges,” on page 2.

Any period of underperformance – short-term or longer-term – can challenge some investors’ ability to maintain a disciplined, long-term approach. The second half of the recent fiscal year was one of the most difficult investing environments in recent times, with inflation hitting a 40-year high and stock markets tumbling. Those conditions alone would be enough to warrant inclusion in our traditional look at the “worst thing of the fiscal year,” but more concerning are recent data showing an uptick in Fund redemptions. Read why investors who react emotionally to short-term market movements may be introducing more risk to their long-term investing strategies, in “The Worst Thing of the Fiscal Year,” on page 4.

Finally, Bridgeway’s Head of Finance and Talent, Von Celestine, shares a painful story from early in his career that shaped his commitment to fostering inclusion in the workplace. Read how his personal experience helps inform Bridgeway’s intentional approach to diversity, equity, and inclusion, in “Transformative Change: Invisible in Plain Sight,” on page 5.

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

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

June 30, 2022 (Unaudited)

Market Review

Domestic equity markets declined sharply in the quarter ended June 30, 2022, resulting in the second consecutive quarter of negative returns. The US Federal Reserve moved aggressively to control inflation during the quarter by raising its benchmark interest rate by a total of 1.25 percentage points. Those actions exacerbated concerns about the potential economic slowdown and contributed to falling equity returns and higher-than-average market volatility. The S&P 500 returned -16.1% for the quarter, and the Dow Jones Industrial Average (DJIA) returned -10.8%. For the fiscal year, the S&P 500 and the DJIA returned -10.6% and -9.1%, respectively.

All US equity style categories, as defined by Russell Indices, recorded negative returns for the quarter. Larger stocks generally outperformed smaller stocks except in the growth style category, and value stocks outperformed growth stocks in all size categories. As a result, large-cap value stocks had the best performance during the quarter, returning -12.2%. Mid-cap growth stocks had the worst performance on a relative basis, returning -21.1%.

All sectors of the S&P 500 had negative returns for the quarter. The Consumer Discretionary sector recorded the largest decline, returning -26.2%, followed by Communication Services (-20.6%) and Information Technology (-20.2%). The Consumer Staples sector had the best performance on a relative basis, returning -4.6%.

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

	June 2022 Quarter				Fiscal Year ended June 30,2022
	Value	All	Growth		Value	All	Growth
Large	-12.21%	-16.67%	-20.92%	Large	-6.82%	-13.04%	-18.77%
Mid	-14.68%	-16.85%	-21.07%	Mid	-10.00%	-17.30%	-29.57%
Small	-15.28%	-17.20%	- 19.25%	Small	-16.28%	-25.20%	-33.43%

Ultra-Small Stocks: Capturing Opportunity while Addressing Challenges

By Richard P. Cancelmo, Jr., Head of Trading and Portfolio Manager, and Cindy Griffin, CIPM, Director of Institutional Relations

Bridgeway believes strongly in the potential for ultra-small stocks to contribute to a long-term investing strategy, which is why we’ve been offering ultra-small mutual funds since 1997. Recent underperformance by ultra-small stocks may offer investors a unique opportunity to capture value if their performance reverts to long-term means.

Highlighting the opportunity we see in ultra-small stocks is part of Bridgeway’s relational investing principle of stating where we stand. But to honor another of our relational investing principles — be intentional — we also want to describe some of the challenges investors may face when investing in ultra-small stocks and explain how our investment approach and trading expertise help mitigate those challenges.

The ultra-small stocks opportunity

Ultra-small stocks are represented by the smallest decile of stocks (CRSP 10) defined by the Center for Research in Security Prices (“CRSP”). Since July 1926, CRSP 10 stocks have outperformed the largest decile of stocks (CRSP 1) and all other deciles of stocks on an annualized basis.

  2   Annual Report | June 30, 2022

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

June 30, 2022 (Unaudited)

However, in the last decade, CRSP 10 stocks have lagged CRSP 1 stocks on an annualized basis. We believe this decade of underperformance represents an opportunity for investors. Historically, ultra-small stock returns have experienced a reversion to long-term levels after dramatic periods of underperformance.

Although ultra-small stocks have made up some ground in the past year, there is still a long way to go for ultra-small stocks to revert to long-term trends of outperforming larger stocks, as evidenced by the following chart:

Source: CRSP

We remain steadfast that ultra-small stocks represent a unique opportunity in today’s market, particularly given the asset class’s historical returns. But investors who are willing to explore ultra-small stocks face some challenges. One is liquidity: It can be more difficult to build or redeem positions in ultra-small stocks. The higher potential for bankruptcy among ultra-small companies is another challenge. Finally, higher trading costs for ultra-small stocks can cause erosion in a fund’s returns.

To address the higher risk of bankruptcy among ultra-small stocks, Bridgeway uses a disciplined, systematic process that assesses a company’s potential for bankruptcy and other issues related to quality that could cause near-term under-performance. But we also apply our passion, training, and attention to detail in stock trading to mitigate some of the transaction-related challenges with this asset class.

Our approach to trading ultra-small stocks

Our Ultra-Small Company Market Fund focuses on buying ultra-small stocks in the CRSP 10 universe. The strategy’s overall goal is to achieve the CRSP 10 return net of fees over long periods by roughly matching the sector and industry makeup and financial characteristics of the CRSP 10 Index.

Our approach to managing the Ultra-Small Company Market Fund is sometimes referred to as “passive, asset class investing” because the strategy intends to provide risk and return characteristics that are similar to investing in a basket of stocks in a specific asset class. From an implementation and trading perspective, we believe this approach can offer investors a significant advantage in ultra-small stocks.

We also know from more than 25 years of experience and data that a passive or asset-class-based approach generally reduces a Fund’s trading costs. This experience holds especially true in the CRSP 10 universe, where active trading can be quite costly and can diminish returns. Given that there are known challenges in trading ultra-small stocks, we also rely on three strategies to reduce trading costs and improve trading efficiency in our Ultra-Small Company Market Fund:

1. Our statistical, evidence-based investment strategy, combined with our passive trading approach, means we have flexibility in the stocks we want to own. The list of eligible ultra-small stocks contains stocks that are statistically indifferent from each other and can provide similar contributions to risk and return. In other words, we do not have

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

June 30, 2022 (Unaudited)

to own ABC stock. We could just as easily own XYZ. The urgency to trade a specific stock can destroy value through increased costs and higher purchase prices. Our patient approach to trading is a great advantage in the ultra-small stock universe.

2. We can be opportunistic traders. Our many years of trading in ultra-small stocks has allowed us to create beneficial, long-term relationships with brokers who know this space well. We have established processes that allow us to communicate quickly with these brokers, especially when stockholders are urgent to sell an ultra-small stock. In many cases, a seller’s urgency is our opportunity and can result in a better (i.e., lower) purchase price. This is an example of how we have invested in the outcome—another principle of relational investing. The relationships that we’ve fostered over time with these brokers have ultimately improved outcomes for our investors.

3. We use securities lending to seek additional revenue/return. Securities lending is especially lucrative in the ultra-small space, as the supply of these stocks is more limited than larger-cap stocks, and demand is high. However, the practice is not without risk: The borrower could become insolvent, or the collateral’s value could decline below the cost of replacing the securities. Bridgeway has robust processes, procedures, and controls around borrowers and collateral and works closely with custodian banks in implementing a securities lending program.

Our approach to trading in the ultra-small stock universe has helped Bridgeway provide better outcomes for our investors over the long term. Trading cost analysis and the additional return from securities lending in the Ultra-Small Company Market strategy provide strong evidence for that. For the calendar year 2021, transaction cost analysis showed our trading costs for the Ultra-Small Company Market strategy were -30 basis points versus the expected estimate of -84 basis points. In addition, the one-year return from securities lending on the strategy was 49 basis points.

One of the most striking principles of relational investing is “discover the power in the paradox.” The ultra-small company space is one of those places where an investor can find the paradox—attractive returns paired with substantial challenges in implementation and practice. We strongly believe in the potential for ultra-small stocks, and while we do not condone market timing, we believe we may be poised for a unique opportunity to capture a return to the long-term mean for ultra-small stocks. With more than 25 years of experience trading in ultra-small stocks, Bridgeway understands that trading can be a challenge in this universe, so knowing the challenges and how to mitigate them can help capture the power of the ultra-small stocks paradox.

Disclosure

The Dow Jones Industrial Average (DJIA), Dow Jones is a price-weighted measurement stock market index of 30 prominent companies listed on stock exchanges in the United States. 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 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.

The Worst Thing of the Fiscal Year

Some years it’s difficult to decide what to discuss in our traditional review of the “worst thing” that happened during the previous 12 months. Last year is a good example because we were coming off a period of strong equity performance when most Bridgeway Funds posted double-digit returns, and some even achieved a triple-digit return.

This year, it’s relatively easy to identify the worst thing. Since January 2022, investors have faced one of the rockiest markets in decades. The stock market tumbled as inflation reached 40-year highs, and the Fed moved interest rates sharply higher to curb rising prices. Meanwhile, the potential threat of recession cast a pall over investor confidence.

In this environment, all of our Funds declined for the fiscal year—although some of our Funds significantly outpaced their benchmarks thanks to design features such as a tilt toward deeper value stocks.

Still, the last 12 months have been a challenging and often stressful period for investors, and other Fund data helps tell the story of our fiscal year beyond gains and losses. Our Fund redemption data shows an uptick in investors selling shares of

  4   Annual Report | June 30, 2022

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

June 30, 2022 (Unaudited)

our Funds toward the end of the fiscal year. While we don’t know why each shareholder sold, it’s likely that many did so in response to the stock market’s recent declines and concerns about the future.

In turbulent economic times, emotions can overwhelm even the most disciplined strategy. Unfortunately, these redemption figures suggest that some investors are responding emotionally to the market’s movements by putting their money on the sidelines. The irony is that this type of risk-averse behavior can introduce more risk: By trying to avoid the market’s worst performances, investors may end up still sitting on the sidelines when the market rebounds. In fact, research shows that during the worst bear markets, stocks tend to recover strongly in the first year after hitting their low point.

Consider a recent example: After the stock market reached a bottom in March 2020 amid the global shock of the coronavirus pandemic, equities quickly roared back. For the 2020 calendar year, the S&P 500 returned more than 18%, and the Russell 2000 Value Index posted a return of nearly 20%. Investors who held on through the turmoil were able to capture the full value of that rebound. Those who had sold their shares, only to be enticed back into the market later, have a deficit they can’t erase.

Now, some investors may be making the same mistake. We believe our shareholders are best served by maintaining a disciplined, long-term approach to investing. As much as it hurts to experience a fiscal year of poor Fund performance (which we know because we’re shareholders too), it’s more upsetting to think of the potential long-term impact on investors who have been unable to stay invested during the market’s predictably unpredictable swings.

We thank our shareholders who have committed to a long-term investing strategy. As we’ve said before, during times like these, we are still falling short of our goal to convince all investors to stay disciplined. That means we must continue working on ways to better explain the long-term evidence behind our investment philosophy, so we can help all investors think in decades, not days.

Transformative Change: Invisible in Plain Sight

By Von Celestine, Head of Finance and Talent

My first job after college was as an auditor with a major accounting firm. I had been working there for about a year when I was assigned to a large, high-profile client. About ten people from the firm would be working on this audit for a few months, rather than a few weeks as we did with smaller institutions. It was a chance to learn and show what I could do. I was excited about the challenge.

On audit engagements, lunches were routine with the members of the team, including junior staffers like myself and senior leaders, managers, and division heads. Our first lunch would be eight people—rather than three or four like I was used to—and I was looking forward to spending time with senior leaders. Plus, as a 22-year-old with an entry-level salary, I was looking forward to a delicious, company-paid lunch!

It was the worst lunch in my very young career. Decades later, this memory still stings, despite the fact that I’ve earned future success.

I happened to sit next to one of the senior engagement and division leaders. I anticipated some informal chit-chat that would help people get to know me, but I was ignored when I tried to join the discussion. Even my attempts at generic conversation starters about the weather or sports were met with very short responses, barely even acknowledging me.

I’m more of an introvert by nature, was very young, and was new to this corporate lunch setting, but I needed to be able to engage in these types of conversations. Still, nothing I tried worked. Worse, I had to watch everyone else, even some of my junior peers, being welcomed into the discussions and acknowledged.

What was going on? As far as I could tell, I hadn’t said or done anything wrong—but I was the only person of color at that table. I didn’t know any of these people well enough to know if it was truly a race issue, but it was hard to miss the fact that I was the lone person of color in the room. I am usually confident, but I felt small, invisible, hurt, and angry.

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

June 30, 2022 (Unaudited)

It became apparent how the flow of the lunch would go, and my feelings of anticipation were replaced with a desire to get out of there as quickly as possible. I have no memory of the restaurant’s name and whether the food or service was good. But I have a clear memory of being invisible in plain sight.

I had a few more of these lunches to endure, but I changed my strategy. I would sit next to my peers and get through it. It was the only way I knew to avoid the sting of being ignored when trying to make basic connections.

That was my last audit. I went to work for an energy company, graduate school was next, then my career accelerated. I took away a very important lesson: I knew if I “made it up the corporate ladder,” I was not going to ignore anyone. I would reach out to the junior people I worked with to make them feel a part of the team, because they were.

When I joined Bridgeway more than 15 years ago, I found a place that shared my belief that it’s the responsibility of everyone-but especially leaders–to focus on inclusion. Inclusion doesn’t only mean creating an environment where people’s opinions are heard, considered, and respected. At its core, inclusion is about valuing each team member no matter their tenure, experience, age, gender, race, ethnicity, or sexual orientation. Not just during work interactions, but at lunch, dinner, conferences, social events, or anywhere else you engage with your colleagues.

One of the reasons I’ve been with Bridgeway significantly longer than other jobs is because of the culture and environment we’ve created and how we treat other people. The Partners (Partners refers to all long-term staff members) trust each other, whether we’re having a great year or a challenging year, and we believe we are working towards something important.

We aspire to create an improved model for the financial services industry. There are times when we don’t live up to our ideals, but we are committed to using those moments to raise awareness about diversity, equity, inclusion, and how to be better. Admitting mistakes and making changes is part of being human, and openly discussing issues of diversity and inclusion helps ensure we won’t leave anyone feeling invisible and ignored.

I still feel the pain of that awful lunch, but I learned from bad experiences and decided to be the kind of leader I needed at that lunch so that those I work with feel included and valued.

  6   Annual Report | June 30, 2022

Aggressive Investors 1 Fund

MANAGER’S COMMENTARY (Unaudited)

June 30, 2022

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended June 30, 2022, our Fund returned -21.13%, underperforming our primary market benchmark, the S&P 500 Index (-16.10%), and the Russell 2000 Index (-17.20%). It was a poor quarter.

For the fiscal year, our Fund returned -23.81%, underperforming the S&P 500 Index (-10.62%), but outperforming the Russell 2000 Index (-25.20%).

The table below presents our June quarter, 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 June 30, 2022

							Annualized
	Quarter			1 Year			5 Years			10 Years			15 Years			Since  Inception  (8/5/94)
Aggressive Investors 1 Fund		-21.13	%		-23.81	%		1.59	%		8.33	%		2.91	%		10.80	%
S&P 500 Index		-16.10	%		-10.62	%		11.31	%		12.96	%		8.54	%		9.92	%
Russell 2000 Index		-17.20	%		-25.20	%		5.17	%		9.35	%		6.33	%		8.64	%

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 the performance of the 2,000 companies between the 1,000th and 3,000th largest in the market with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

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Aggressive Investors 1 Fund

MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception August 5, 1994 to June 30, 2022

Detailed Explanation of Quarterly Performance

Most of the Fund’s main design features faced headwinds during the quarter. The Fund’s quality and value metrics models underperformed the benchmark, detracting from relative performance. However, the Fund’s sentiment models outperformed the benchmark, partially offsetting this negative impact. A tilt toward deeper value stocks and the Fund’s tendency to invest in higher beta and higher volatility stocks hurt relative results during the quarter. In contrast, an overweighting in the benchmark’s smaller stocks added to relative performance.

From a sector perspective, the Fund’s allocation effect was negative. An overweighting in the Consumer Discretionary sector and underweightings in the Health Care and Utilities sectors detracted the most from relative results. The Fund’s stock selection effect was also negative for the quarter, primarily driven by holdings in the Information Technology, Health Care, and Communication Services sectors.

Detailed Explanation of Fiscal Year Performance

All three of the Fund’s model categories underperformed the benchmark during the year, with the quality models detracting the most from relative results. By design, the Fund invests in higher beta and higher volatility stocks, and this positioning hurt relative returns when these stocks underperformed during the 12-month period. The Fund’s tilt toward deeper value stocks had a mixed effect on relative performance, while the impact of an overweighting in the benchmark’s smaller stocks was neutral.

From a sector perspective, the Fund’s allocation effect was negative, with an overweighting in the Consumer Discretionary sector and underweightings in the Health Care and Utilities sectors detracting the most from relative results. The Fund’s stock selection effect was significantly negative, primarily driven by holdings in the Communication Services, Health Care, and Information Technology sectors.

  8   Annual Report | June 30, 2022

Aggressive Investors 1 Fund

MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of June 30, 2022

Rank	Description	Industry	% of Net  Assets
1	Cheniere Energy, Inc.	Energy		3.7	%
2	Apple, Inc.	Information Technology		3.1	%
3	Microsoft Corp.	Information Technology		2.6	%
4	UnitedHealth Group, Inc.	Health Care		2.5	%
5	Fortinet, Inc.	Information Technology		2.2	%
6	NVIDIA Corp.	Information Technology		2.1	%
7	Mosaic Co. (The)	Materials		2.0	%
8	Tesla, Inc.	Consumer Discretionary		2.0	%
9	QUALCOMM, Inc.	Information Technology		2.0	%
10	Lowe’s Cos., Inc.	Consumer Discretionary		1.9	%
	Total			24.1	%

Industry Sector Representation as of June 30, 2022

	% of Net Assets			% of S&P 500       Index			Difference
Communication Services		4.4	%		8.9	%		-4.5	%
Consumer Discretionary		18.0	%		10.5	%		7.5	%
Consumer Staples		4.3	%		7.0	%		-2.7	%
Energy		5.9	%		4.4	%		1.5	%
Financials		12.4	%		10.8	%		1.6	%
Health Care		9.5	%		15.1	%		-5.6	%
Industrials		7.0	%		7.8	%		-0.8	%
Information Technology		25.3	%		26.8	%		-1.5	%
Materials		10.8	%		2.6	%		8.2	%
Real Estate		2.1	%		2.9	%		-0.8	%
Utilities		0.0	%		3.1	%		-3.1	%
Cash & Other Assets		0.3	%		0.1	%		0.2	%
Total		100.0	%		100.0	%

Important Disclosure

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, June 30, 2022, 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   9

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

  10   Annual Report | June 30, 2022

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.69%
Communication Services - 4.44%
Liberty Global PLC, Class C*		72,500	$	1,601,525
Lumen Technologies, Inc.+		138,100		1,506,671
Meta Platforms, Inc., Class A*		8,700		1,402,875
Netflix, Inc.*		3,700		647,019
Warner Bros Discovery, Inc.*		63,700		854,854
				6,012,944
Consumer Discretionary - 17.98%
Amazon.com, Inc.*		20,800		2,209,168
AutoNation, Inc.*		16,000		1,788,160
Bath & Body Works, Inc.		27,000		726,840
Booking Holdings, Inc.*		800		1,399,192
Choice Hotels International, Inc.		13,000		1,451,190
Dick’s Sporting Goods, Inc.+		15,200		1,145,624
Etsy, Inc.*		18,700		1,369,027
Expedia Group, Inc.*		10,700		1,014,681
General Motors Co.*		22,100		701,896
Lowe’s Cos., Inc.		15,000		2,620,050
NIKE, Inc., Class B		13,000		1,328,600
Penske Automotive Group, Inc.		8,100		847,989
PulteGroup, Inc.		37,300		1,478,199
Tesla, Inc.*		4,000		2,693,680
Toll Brothers, Inc.		13,700		611,020
Ulta Beauty, Inc.*		4,300		1,657,564
Whirlpool Corp.		8,500		1,316,395
				24,359,275
Consumer Staples - 4.26%
Albertsons Cos., Inc., Class A		94,600		2,527,712
Costco Wholesale Corp.		3,400		1,629,552
Tyson Foods, Inc., Class A		18,800		1,617,928
				5,775,192
Energy - 5.85%
APA Corp.		42,000		1,465,800
Cheniere Energy, Inc.		38,000		5,055,140
Chesapeake Energy Corp.		17,300		1,403,030
				7,923,970
Financials - 12.36%
Ally Financial, Inc.		37,500		1,256,625
Bank of Montreal		20,000		1,923,400

Industry Company	Shares		Value
Financials (continued)
Blackstone, Inc.		6,400	$	583,872
Brown & Brown, Inc.		24,000		1,400,160
Citigroup, Inc.		30,000		1,379,700
Everest Re Group, Ltd.		7,400		2,074,072
Jefferies Financial Group, Inc.		26,000		718,120
MetLife, Inc.		34,000		2,134,860
Royal Bank of Canada		15,000		1,452,300
Synchrony Financial		62,300		1,720,726
UBS Group AG		130,000		2,108,600
				16,752,435
Health Care - 9.51%
Alnylam Pharmaceuticals, Inc.*		11,000		1,604,350
Hologic, Inc.*		29,100		2,016,630
Horizon Therapeutics PLC*		20,000		1,595,200
IDEXX Laboratories, Inc.*		4,000		1,402,920
McKesson Corp.		2,200		717,662
Mettler-Toledo International, Inc.*		1,300		1,493,401
Moderna, Inc.*		5,000		714,250
UnitedHealth Group, Inc.		6,500		3,338,595
				12,883,008
Industrials - 7.03%
Avis Budget Group, Inc.*		16,200		2,382,696
Builders FirstSource, Inc.*		23,000		1,235,100
Owens Corning		19,000		1,411,890
Rollins, Inc.		45,850		1,601,082
WillScot Mobile Mini Holdings Corp.*		71,500		2,318,030
ZIM Integrated Shipping Services, Ltd.+		12,400		585,652
				9,534,450
Information Technology - 25.30%
Advanced Micro Devices, Inc.*		20,900		1,598,223
Apple, Inc.		31,000		4,238,320
Applied Materials, Inc.		18,500		1,683,130
Automatic Data Processing, Inc.		7,000		1,470,280
Cadence Design Systems, Inc.*		10,000
				1,500,300
Cloudflare, Inc., Class A*		13,300		581,875
Datadog, Inc., Class A*		12,800		1,219,072
Fortinet, Inc.*		52,500		2,970,450
HP, Inc.		65,000		2,130,700
Lam Research Corp.		3,000		1,278,450

bridgewayfunds.com 11

Aggressive Investors 1 Fund

SCHEDULE OF INVESTMENTS   (continued)

Showing percentage of net assets as of June 30, 2022

Industry Company				Shares		Value
Common Stocks (continued)
Information Technology (continued)
Mastercard, Inc., Class A					5,000	$	1,577,400
Microsoft Corp.					13,500		3,467,205
NetApp, Inc.					21,100		1,376,564
NVIDIA Corp.					18,800		2,849,892
Palo Alto Networks, Inc.*					4,700		2,321,518
Pure Storage, Inc., Class A*					53,700		1,380,627
QUALCOMM, Inc.					20,700		2,644,218
							34,288,224
Materials - 10.82%
Crown Holdings, Inc.					28,000		2,580,760
Kinross Gold Corp.					300,000		1,074,000
Mosaic Co. (The)					57,400		2,711,002
Nucor Corp.					20,000		2,088,200
Olin Corp.					34,000		1,573,520
Steel Dynamics, Inc.					24,900		1,647,135
United States Steel Corp.+					62,200		1,114,002
West Fraser Timber Co., Ltd.+					24,400		1,872,212
							14,660,831
Real Estate - 2.14%
Extra Space Storage, Inc.					8,600		1,463,032
SBA Communications Corp.					4,500		1,440,225
							2,903,257
TOTAL COMMON STOCKS - 99.69%							135,093,586
(Cost $147,479,682)
	Rate^			Shares		Value
MONEY MARKET FUND - 0.31%
Fidelity Investments Money Market Government Portfolio Class I		1.21	%		417,862		417,862
TOTAL MONEY MARKET FUND - 0.31%							417,862
(Cost $417,862)

	Rate^			Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.40%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		1.46	%		3,246,864	$	3,246,864
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.40%							3,246,864
(Cost $3,246,864)
TOTAL INVESTMENTS - 102.40%						$	138,758,312
(Cost $151,144,408)
Liabilities in Excess of Other Assets - (2.40%)							(3,248,464	)
NET ASSETS - 100.00%						$	135,509,848

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2022.

^ Rate disclosed as of June 30, 2022.

+ This security or a portion of the security is out on loan as of June 30, 2022. Total loaned securities had a value of $4,350,581 as of June 30, 2022. See Note 2 for disclosure of cash and non-cash collateral.

PLC - Public Limited Company

  12   Annual Report | June 30, 2022

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS   (continued)

Summary of inputs used to value the Fund’s investments as of 6/30/2022:
Valuation Inputs
Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)		$135,093,586		$–		$–		$135,093,586
Money Market Fund		417,862		–		–		417,862
Investments Purchased With Cash Proceeds From Securities Lending		3,246,864		–		–		3,246,864
TOTAL		$138,758,312		$–		$–		$138,758,312
(a)  - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
See Notes to Financial Statements.

bridgewayfunds.com 13

Ultra-Small Company Fund

MANAGER’S COMMENTARY (Unaudited)

June 30, 2022

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended June 30, 2022, our Fund returned -12.79%, outperforming our primary market benchmark, the Russell Microcap Index (-18.96%), and the CRSP Cap-Based Portfolio 10 Index (-16.71%). The Fund also outperformed the Russell 2000 Index (-17.20%). It was a poor quarter on an absolute basis, but a good one on a relative basis.

For the fiscal year, our Fund returned -21.04%, outperforming the Russell Microcap Index (-30.73%), the Russell 2000 Index (-25.20%), and the CRSP Cap-Based Portfolio 10 Index (-31.94%).

The table below presents our June quarter, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of June 30, 2022

					Annualized
	Quarter		1 Year		5 Years		10 Years		15 Years		Since   Inception   (8/5/94)
Ultra-Small Company Fund		-12.79%		-21.04%		7.46%		8.99%		4.98%		12.64%
Russell Microcap Index		-18.96%		-30.73%		4.55%		9.04%		5.16%		N/A
CRSP Cap-Based Portfolio 10 Index		-16.71%		-31.94%		7.29%		9.96%		6.81%		11.16%
Russell 2000 Index		-17.20%		-25.20%		5.17%		9.35%		6.33%		8.64%

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.

Effective October 31, 2021, the Fund changed its broad-based securities market benchmark from the CRSP Cap-Based Portfolio 10 Index to the Russell Microcap Index. Bridgeway Capital Management, the investment adviser for the Fund, believes the Russell Microcap Index is the most appropriate publicly accessible comparison for evaluating the Fund’s performance. The Russell Microcap Index measures the performance of the microcap segment of the US equity market. Microcap stocks make up less than 3% of the US equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000^®? Index, plus the next 1,000 smallest eligible securities by market cap. The Russell Microcap Index is constructed to provide a comprehensive and unbiased barometer for the microcap segment trading on national exchanges. The Index is completely reconstituted annually to ensure new and growing equities are reflected and companies continue to reflect appropriate capitalization and value characteristics. 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 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. It is not possible to invest directly in an index. Periods longer than one year are annualized.

  14   Annual Report | June 30, 2022

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

Growth of a $10,000 Investment

from Inception August 5, 1994 to June 30, 2022

* The inception date of the Russell Microcap Index is June 1, 2005.

Detailed Explanation of Quarterly Performance

All three of the Fund’s model categories outperformed the benchmark and helped relative returns. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also improved relative performance during the quarter.

The Fund’s investment universe focuses on the smallest stocks within the US stock market (CRSP 9 and CRSP 10 universes), with generally more weight in the smaller stocks. During the quarter, the Fund held approximately 35% of its assets, on average, in stocks that were outside of the CRSP 10 universe (including stocks that had appreciated into larger CRSP deciles), versus 90% for the benchmark. These holdings generally outperformed the benchmark, adding to relative results.

From a sector perspective, the Fund’s allocation effect was negative, largely driven by an underweighting in the Financials sector and an overweighting in the Materials sector. However, the Fund’s stock selection effect was significantly positive. Holdings in the Industrials, Energy, and Financials sectors added the most to relative performance.

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

bridgewayfunds.com 15

Ultra-Small Company Fund

MANAGER’S COMMENTARY (Unaudited) (continued)

			Annualized
CRSP Decile1	Quarter	1 Year	5 Years	10 Years	96.5 Years
1 (ultra-large)	-17.07%	-13.00%	11.97%	13.18%	9.49%
2	-17.31%	-15.64%	9.32%	12.60%	10.51%
3	-17.68%	-22.24%	7.61%	11.22%	10.85%
4	-16.53%	-23.65%	6.14%	10.11%	10.64%
5	-16.85%	-22.55%	5.98%	9.66%	11.12%
6	-17.96%	-30.09%	6.05%	9.72%	11.09%
7	-19.92%	-29.58%	7.87%	11.46%	11.45%
8	-20.11%	-34.65%	1.84%	7.50%	10.97%
9	-18.77%	-30.87%	7.56%	11.00%	11.32%
10 (ultra-small)	-16.71%	-31.94%	7.29%	9.96%	12.97%

1 Performance figures are as of the period ended June 30, 2022. 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 Fiscal Year Performance

The Fund’s quality and value models outperformed the benchmark and helped relative returns. However, the Fund’s sentiment model category lagged the benchmark, partially offsetting some of this positive impact. The Fund’s tilt toward deeper value stocks across multiple valuation metrics boosted relative results during the 12-month period.

The Fund’s investment universe focuses on the smallest stocks within the US stock market (CRSP 9 and CRSP 10 universes), with generally more weight in the smaller stocks. During the fiscal year, the Fund held approximately 34% of its assets, on average, in stocks that were outside of the CRSP 10 universe (including stocks that had appreciated into larger CRSP deciles), versus 90% for the benchmark. These holdings generally outperformed the benchmark, adding to relative results.

From a sector perspective, the Fund’s allocation effect was positive, largely driven by an underweighting in the Health Care sector and an overweighting in the Energy sector. The Fund’s stock selection effect also was significantly positive. Holdings in the Industrials, Financials, and Energy sectors added the most to relative performance.

Top Ten Holdings as of June 30, 2022

Rank	Description	Industry	% of Net Assets
1	USA Truck, Inc.	Industrials		3.0	%
2	Information Services Group, Inc.	Information Technology		2.2	%
3	Agenus, Inc.	Health Care		2.2	%
4	Manning & Napier, Inc.	Financials		2.2	%
5	Harrow Health, Inc.	Health Care		2.1	%
6	ARC Document Solutions, Inc.	Industrials		2.0	%
7	Cumulus Media, Inc., Class A	Communication Services		2.0	%
8	VAALCO Energy, Inc.	Energy		2.0	%
9	Hudson Technologies, Inc.	Industrials		1.9	%
10	Co.-Diagnostics, Inc.	Health Care		1.9	%
	Total			21.5	%

  16   Annual Report | June 30, 2022

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

Industry Sector Representation as of June 30, 2022

	% of Net Assets			% of Russell     Microcap Index			Difference
Communication Services		4.5	%		2.8	%		1.7	%
Consumer Discretionary		12.4	%		10.2	%		2.2	%
Consumer Staples		4.2	%		2.7	%		1.5	%
Energy		7.3	%		4.8	%		2.5	%
Financials		14.3	%		21.6	%		-7.3	%
Health Care		24.8	%		26.8	%		-2.0	%
Industrials		12.3	%		10.9	%		1.4	%
Information Technology		11.9	%		11.7	%		0.2	%
Materials		7.5	%		3.5	%		4.0	%
Real Estate		0.6	%		4.2	%		-3.6	%
Utilities		0.0	%		0.8	%		-0.8	%
Cash & Other Assets		0.2	%		0.0	%		0.2	%
Total		100.0	%		100.0	%

Important Disclosure

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, June 30, 2022, 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 17

Ultra-Small Company Fund

SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.78%
Communication Services - 4.54%
Cumulus Media, Inc., Class A*+		201,788	$	1,559,821
DHI Group, Inc.*		2,782		13,827
Entravision Communications Corp., Class A		16,100		73,416
Salem Media Group, Inc.*		526,376		1,115,917
SPAR Group, Inc.*		123,400		145,612
Spok Holdings, Inc.		30,100		189,630
Townsquare Media, Inc., Class A*		57,100		467,649
				3,565,872
Consumer Discretionary - 12.36%
AMCON Distributing Co.+		1,723		280,849
Bassett Furniture Industries, Inc.		22,200		402,264
Big 5 Sporting Goods Corp.+		48,600		544,806
Brilliant Earth Group, Inc., Class A*		100,500		477,375
Build-A-Bear Workshop, Inc.		66,336		1,089,237
Charles & Colvard, Ltd.*		76,185		94,470
Citi Trends, Inc.*+		48,500		1,147,025
Crown Crafts, Inc.		41,600		260,416
Delta Apparel, Inc.*		15,590		442,288
Destination XL Group, Inc.*		63,900		216,621
Dixie Group, Inc. (The)*		25,600		32,768
Educational Development Corp.		55,700		235,054
Express, Inc.*		260,800		511,168
Good Times Restaurants, Inc.*		8,300		24,983
J. Jill, Inc.*		6,252		114,349
Jerash Holdings US, Inc.		24,900		117,279
Lakeland Industries, Inc.*		2,000		30,720
Lincoln Educational Services Corp.*		159,064		1,003,694
Live Ventures, Inc.*		21,602		540,266
Potbelly Corp.*+		22,000		124,300
Tilly’s, Inc., Class A		198,300		1,392,066
Universal Technical Institute, Inc.*		21,900		156,147
Vera Bradley, Inc.*		44,700		193,998
Vince Holding Corp.*+		26,200		205,670
Weyco Group, Inc.+		2,515		61,492
				9,699,305

Industry Company	Shares		Value
Consumer Staples - 4.25%
Blue Apron Holdings, Inc., Class A*+		306,000	$	1,113,840
Farmer Bros Co.*		21,100		98,959
Lifeway Foods, Inc.*+		48,059		238,853
Mannatech, Inc.		23,388		389,410
Natural Alternatives International, Inc.*		50,300		525,132
Natural Health Trends Corp.		7,600		40,774
Ocean Bio-Chem, Inc.		12,798		164,838
Village Super Market, Inc., Class A		33,509		764,341
				3,336,147
Energy - 7.28%
Adams Resources & Energy, Inc.		2,500		80,475
Barnwell Industries, Inc.*+		80,030		188,070
Energy Services of America Corp.*+		15,000		30,900
Forum Energy Technologies, Inc.*		9,200		180,504
Hallador Energy Co.*+		275,795		1,492,051
Mexco Energy Corp.*+		5,768		99,152
NACCO Industries, Inc., Class A		18,613		705,433
Natural Gas Services Group, Inc.*		11,400		125,400
NCS Multistage Holdings, Inc.*		997		30,508
SilverBow Resources, Inc.*+		24,585		697,231
Smart Sand, Inc.*		268,118		536,236
VAALCO Energy, Inc.+		222,600		1,544,844
				5,710,804
Financials - 14.27%
AmeriServ Financial, Inc.		15,000		59,100
Atlantic American Corp.+		81,700		218,139
Bank7 Corp.		3,540		80,853
C&F Financial Corp.		1,700		78,149
CF Bankshares, Inc.		4,800		100,800
Chemung Financial Corp.		1,200		56,400
Citizens Community Bancorp, Inc.		43,900		607,137
Community West Bancshares		5,000		71,550
Consumer Portfolio Services, Inc.*+		146,004		1,496,541
Eagle Bancorp Montana, Inc.		2,700		53,757

  18   Annual Report | June 30, 2022

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS  (continued)
Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Elevate Credit, Inc.*		562,100	$	1,326,556
First Business Financial Services, Inc.		3,400		106,046
First United Corp.		3,117		58,475
First Western Financial, Inc.*		1,473		40,051
FlexShopper, Inc.*		9,700		8,727
Guild Holdings Co., Class A		300		3,057
Investcorp Credit Management BDC, Inc.		59,988		250,150
Kingstone Cos., Inc.		16,200		63,828
Logan Ridge Finance Corp.*+		20,483		321,583
Manning & Napier, Inc.		136,195		1,698,352
Medallion Financial Corp.		156,359		1,000,697
Meridian Corp.		12,270		371,781
Nexpoint Real Estate Finance, Inc.+		16,018		324,685
Northeast Bank+		10,285		375,711
Pzena Investment Management, Inc., Class A		13,300		87,647
Randolph Bancorp, Inc.		8,900		235,405
Security National Financial Corp., Class A*		174,366		1,475,138
Silvercrest Asset Management Group, Inc., Class A		16,744		274,769
Trean Insurance Group, Inc.*		43,600		271,628
Velocity Financial, Inc.*		7,500		82,425
				11,199,137
Health Care - 24.81%
Agenus, Inc.*		876,300		1,700,022
Alimera Sciences, Inc.*		18,300		100,101
American Shared Hospital Services*		209,067		464,129
Apollo Endosurgery, Inc.*		98,800		360,620
ARCA biopharma, Inc.*		46,948		116,900
Assertio Holdings, Inc.*		189,700		559,615
Astria Therapeutics, Inc.*		19,279		57,837
AVEO Pharmaceuticals, Inc.*+		53,000		347,680
BIMI International Medical, Inc.*		72,762		46,466
Biocept, Inc.*		109,436		102,870
Cabaletta Bio, Inc.*		92,222		97,755
CareCloud, Inc.*		211,251		723,535
Clearside Biomedical, Inc.*		104,000		152,880
Co.-Diagnostics, Inc.*+		268,000		1,503,480

Industry Company	Shares		Value
Health Care (continued)
Cumberland Pharmaceuticals, Inc.*+		233,068	$	483,616
Diffusion Pharmaceuticals, Inc.*		16,565		108,998
Dyne Therapeutics, Inc.*		16,400		112,668
Electromed, Inc.*		79,338		764,818
Enzo Biochem, Inc.*		168,600		349,002
Eton Pharmaceuticals, Inc.*+		206,462		540,930
Exagen, Inc.*+		16,100		92,414
Eyenovia, Inc.*		47,900		93,405
FONAR Corp.*		47,300		718,487
Forte Biosciences, Inc.*		86,865		112,924
Galera Therapeutics, Inc.*		15,000		19,500
Harrow Health, Inc.*		222,200		1,617,616
Harvard Bioscience, Inc.*		149,983		539,939
IMARA, Inc.*		54,700		66,734
IRIDEX Corp.*		251,900		647,383
Kewaunee Scientific Corp.*		16,900		279,357
Kronos Bio, Inc.*		11,400		41,496
Lineage Cell Therapeutics, Inc.*+		379,700		599,926
Lipocine, Inc.*		425,664		340,957
Liquidia Corp.*+		69,800		304,328
MaxCyte, Inc.*		101,200		478,676
Milestone Scientific, Inc.*		243,700		223,107
Myomo, Inc.*		83,910		140,969
OraSure Technologies, Inc.*		190,200		515,442
Ovid therapeutics, Inc.*		340,300		731,645
Pieris Pharmaceuticals, Inc.*		213,100		398,497
Pro-Dex, Inc.*		1,700		27,404
ProPhase Labs, Inc.		13,200		167,376
Protara Therapeutics, Inc.*		24,800		72,664
Retractable Technologies, Inc.*		32,300		123,709
Revelation Biosciences, Inc.*		121,263		134,602
Sensus Healthcare, Inc.*		35,100		269,568
Singular Genomics Systems, Inc.*+		13,500		51,570
Societal CDMO, Inc.*		249,600		198,432
SunLink Health Systems, Inc.*		192,800		192,839
Sunshine Biopharma, Inc.*		568,400		613,872
XBiotech, Inc.		8,800		49,544
Xtant Medical Holdings, Inc.*		54,100		28,105
Zynex, Inc.		111,100		886,578
				19,472,987

bridgewayfunds.com 19

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS   (continued)
Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Industrials - 12.34%
Acme United Corp.+		29,085	$	921,122
ARC Document Solutions, Inc.		607,353		1,597,339
Avalon Holdings Corp., Class A*		14,700		38,220
BGSF, Inc.		7,200		88,992
Bowman Consulting Group, Ltd.*		2,700		33,318
DLH Holdings Corp.*		6,700		102,108
Hudson Global, Inc.*		7,458		234,181
Hudson Technologies, Inc.*		203,000		1,524,530
LS Starrett Co. (The), Class A*		31,001		217,627
Mastech Digital, Inc.*		17,200		255,592
Mistras Group, Inc.*		15,000		89,100
Orion Group Holdings, Inc.*		33,626		76,667
Pangaea Logistics Solutions, Ltd.		96,500		490,220
Patriot Transportation Holding, Inc.		12,400		92,256
RCM Technologies, Inc.*		73,155		1,480,657
USA Truck, Inc.*		75,731		2,379,468
Virco Mfg. Corp.*		17,600		67,760
				9,689,157
Information Technology - 11.85%
AstroNova, Inc.*		28,300		339,034
Aviat Networks, Inc.*		5,300		132,712
Bel Fuse, Inc., Class B		19,291		300,168
Computer Task Group, Inc.*		94,610		809,862
Everspin Technologies, Inc.*		50,200		263,048
Information Services Group, Inc.		252,148		1,704,520
inTEST Corp.*		142,534		972,082
Paysign, Inc.*		124,100		188,632
PCTEL, Inc.		196,141		802,217
RF Industries, Ltd.*		29,696		184,115
Richardson Electronics, Ltd.		58,747		861,231
Schmitt Industries, Inc.*		61,502		239,858
SecureWorks Corp., Class A*		13,780		149,651
SigmaTron International, Inc.*+		74,800		528,088
Synchronoss Technologies, Inc.*		547,300		629,395
Taitron Components, Inc., Class A		68,200		248,930

Industry Company				Shares		Value
Information Technology (continued)
TESSCO Technologies, Inc.*					49,629	$	293,307
TSR, Inc.*+					5,328		39,694
Universal Security Instruments, Inc.*+					100,600		364,172
Wireless Telecom Group, Inc.*					191,592		252,901
							9,303,617
Materials - 7.50%
Advanced Emissions Solutions, Inc.*					298,264		1,398,858
AgroFresh Solutions, Inc.*					154,592		276,720
Ampco-Pittsburgh Corp.*					58,032		224,584
Caledonia Mining Corp. PLC+					21,235		232,523
Core Molding Technologies, Inc.*					49,704		456,780
Flexible Solutions International, Inc.*					55,300		135,485
Friedman Industries, Inc.					90,521		736,841
Gold Resource Corp.					901,748		1,469,849
Gulf Resources, Inc.*					81,460		378,789
Olympic Steel, Inc.					1,339		34,479
Synalloy Corp.*					38,555		542,083
							5,886,991
Real Estate - 0.58%
American Realty Investors, Inc.*+					8,000		113,520
AMREP Corp.*					28,100		315,282
Maui Land & Pineapple Co., Inc.*					3,200		30,304
							459,106
TOTAL COMMON STOCKS - 99.78%							78,323,123
(Cost $77,945,874)
	Rate^			Shares		Value
MONEY MARKET FUND - 0.13%
Fidelity Investments Money Market Government Portfolio Class I		1.21	%		99,486		99,486
TOTAL MONEY MARKET FUND - 0.13%							99,486
(Cost $99,486)

  20   Annual Report | June 30, 2022

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS  (continued)
Showing percentage of net assets as of June 30, 2022

	Rate^			Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 9.61%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		1.46	%		7,540,408	$	7,540,408
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 9.61%							7,540,408
(Cost $7,540,408)
TOTAL INVESTMENTS - 109.52% (Cost $85,585,768)						$	85,963,017
Liabilities in Excess of Other Assets - (9.52%)							(7,475,505	)
NET ASSETS - 100.00%						$	78,487,512

*   Non-income producing security. **  This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2022. ^  Rate disclosed as of June 30, 2022. +   This security or a portion of the security is out on loan as of June 30, 2022. Total loaned securities had a value of $10,774,123 as of June 30, 2022. 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 6/30/2022:
Valuation Inputs
Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)		$78,323,123		$–		$–		$78,323,123
Money Market Fund		99,486		–		–		99,486
Investments Purchased With Cash Proceeds From Securities Lending		7,540,408		–		–		7,540,408
TOTAL		$85,963,017		$–		$–		$85,963,017
(a)  - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
See Notes to Financial Statements.

bridgewayfunds.com 21

Ultra-Small Company Market Fund

MANAGER’S COMMENTARY (Unaudited)

June 30, 2022

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended June 30, 2022, our Fund returned -17.33%, outperforming our primary market benchmark, the Russell Microcap Index (-18.96%). The Fund underperformed the Russell 2000 Index (-17.20%) and the CRSP Cap-Based Portfolio 10 Index (-16.71%).

For the fiscal year, our Fund returned -30.38%, outperforming the Russell Microcap Index (-30.73%) and the CRSP Cap-Based Portfolio 10 Index (-31.94%). The Fund underperformed the Russell 2000 Index (-25.20%).

The table below presents our June quarter, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of June 30, 2022

					Annualized
	Quarter		1 Year		5 Years		10 Years		15 Years		Since Inception (7/31/97)
Ultra-Small Company Market Fund		-17.33%		-30.38%		4.85%		9.24%		5.38%		9.51%
Russell Microcap Index		-18.96%		-30.73%		4.55%		9.04%		5.16%		N/A
CRSP Cap-Based Portfolio 10 Index		-16.71%		-31.94%		7.29%		9.96%		6.81%		10.12%
Russell 2000 Index		-17.20%		-25.20%		5.17%		9.35%		6.33%		7.24%

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.

Effective October 31, 2021, the Fund changed its broad-based securities market benchmark from the CRSP Cap-Based Portfolio 10 Index to the Russell Microcap Index. Bridgeway Capital Management, the investment adviser for the Fund, believes the Russell Microcap Index is the most appropriate publicly accessible comparison for evaluating the Fund’s performance. The Russell Microcap Index measures the performance of the microcap segment of the US equity market. Microcap stocks make up less than 3% of the US equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000^® Index, plus the next 1,000 smallest eligible securities by market cap. The Russell Microcap Index is constructed to provide a comprehensive and unbiased barometer for the microcap segment trading on national exchanges. The Index is completely reconstituted annually to ensure new and growing equities are reflected and companies continue to reflect appropriate capitalization and value characteristics. 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 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. It is not possible to invest directly in an index. Periods longer than one year are annualized.

  22   Annual Report | June 30, 2022

Ultra-Small Company Market Fund

MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception July 31, 1997 to June 30, 2022

* 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 investment universe focuses on the smallest stocks within the US stock market (CRSP 10 universe).

The Fund’s sidestepping strategies, which eliminate exposure to stocks with high probability of a steep price decline, major financial distress or bankruptcy, improved returns relative to the Fund’s investment universe. The Fund’s tilt toward deeper value stocks in the ultra small stock universe also improved relative performance.

From a sector perspective, the Fund’s stock selection effect was positive, with holdings in the Consumer Discretionary, Industrials, and Materials sectors adding the most to relative performance.

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

			Annualized
CRSP Decile1	Quarter	1 Year	5 Years	10 Years	96.5 Years
1 (ultra-large)	-17.07%	-13.00%	11.97%	13.18%	9.49%
2	-17.31%	-15.64%	9.32%	12.60%	10.51%
3	-17.68%	-22.24%	7.61%	11.22%	10.85%
4	-16.53%	-23.65%	6.14%	10.11%	10.64%
5	-16.85%	-22.55%	5.98%	9.66%	11.12%
6	-17.96%	-30.09%	6.05%	9.72%	11.09%
7	-19.92%	-29.58%	7.87%	11.46%	11.45%
8	-20.11%	-34.65%	1.84%	7.50%	10.97%
9	-18.77%	-30.87%	7.56%	11.00%	11.32%
10 (ultra-small)	-16.71%	-31.94%	7.29%	9.96%	12.97%

1 Performance figures are as of the period ended June 30, 2022. 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   23

Ultra-Small Company Market Fund

MANAGER’S COMMENTARY (Unaudited) (continued)

Detailed Explanation of Fiscal Year Performance

The Fund’s investment universe focuses on the smallest stocks within the US stock market (CRSP 10 universe).

The Fund’s sidestepping strategies, which eliminate exposure to stocks with high probability of a steep price decline, major financial distress or bankruptcy, improved returns relative to the fund’s investment universe. In addition, the Fund’s tilt toward deeper value stocks in the ultra-small stock universe helped relative performance.

From a sector perspective, the Fund’s stock selection effect was negative. Holdings in the Health Care sector were the largest detractor from relative performance. However, strong contributions from the Consumer Discretionary, Financials, and Energy sectors reduced this negative impact.

Top Ten Holdings as of June 30, 2022

Rank	Description	Industry	% of Net  Assets
1	VAALCO Energy, Inc.	Energy		0.7	%
2	CTO Realty Growth, Inc.	Real Estate		0.7	%
3	RCM Technologies, Inc.	Industrials		0.6	%
4	Gran Tierra Energy, Inc.	Energy		0.6	%
5	Amplify Energy Corp.	Energy		0.6	%
6	CompX International, Inc.	Industrials		0.5	%
7	Manning & Napier, Inc.	Financials		0.5	%
8	Consumer Portfolio Services, Inc.	Financials		0.5	%
9	Optinose, Inc.	Health Care		0.5	%
10	USA Truck, Inc.	Industrials		0.5	%
	Total			5.7	%

Industry Sector Representation as of June 30, 2022

	% of Net Assets			% of Russell       Microcap Index			Difference
Communication Services		3.6	%		2.8	%		0.8	%
Consumer Discretionary		10.5	%		10.2	%		0.3	%
Consumer Staples		4.0	%		2.7	%		1.3	%
Energy		8.7	%		4.8	%		3.9	%
Financials		22.6	%		21.6	%		1.0	%
Health Care		23.7	%		26.8	%		-3.1	%
Industrials		11.9	%		10.9	%		1.0	%
Information Technology		8.8	%		11.7	%		-2.9	%
Materials		2.8	%		3.5	%		-0.7	%
Real Estate		2.0	%		4.2	%		-2.2	%
Utilities		0.9	%		0.8	%		0.1	%
Cash & Other Assets		0.5	%		0.0	%		0.5	%
Total		100.0	%		100.0	%

Important Disclosure

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, June 30, 2022, unless otherwise stated. Security

  24   Annual Report | June 30, 2022

Ultra-Small Company Market Fund

MANAGER’S COMMENTARY (Unaudited) (continued)

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

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   25

Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.52%
Communication Services - 3.55%
Arena Group Holdings, Inc. (The)*+		51,200	$	460,800
Ballantyne Strong, Inc.*		100,000		241,000
Beasley Broadcast Group, Inc., Class A*		49,625		63,520
Chicken Soup For The Soul Entertainment, Inc.*+		30,000		222,300
Cinedigm Corp., Class A*		400,000		196,800
Cumulus Media, Inc., Class A*+		88,000		680,240
DHI Group, Inc.*		25,000		124,250
Emerald Holding, Inc.*		165,000		671,550
Fluent, Inc.*		221,100		263,109
Gaia, Inc.*		48,400		205,700
Hemisphere Media Group, Inc.*+		20,000		152,600
IDW Media Holdings, Inc., Class B*		35,500		47,570
Lee Enterprises, Inc.*		22,000		417,780
Liberty TripAdvisor Holdings, Inc., Class A*		50,000		37,830
Marchex, Inc., Class B*		99,500		131,340
Moving Image Technologies, Inc.*		20,300		26,390
National CineMedia, Inc.+		200,000		183,240
NII Holdings, Inc., Escrow*Δ#		287,700		71,925
Redbox Entertainment, Inc.*+		35,000		259,000
Saga Communications, Inc., Class A		22,216		552,068
Salem Media Group, Inc.*		104,000		220,480
Spok Holdings, Inc.		80,416		506,621
Takung Art Co., Ltd.*+		76,000		126,160
Townsquare Media, Inc., Class A*		52,700		431,613
Travelzoo*		50,443		305,684
Zedge, Inc., Class B*		40,380		116,294
				6,715,864
Consumer Discretionary - 10.50%
1847 Goedeker, Inc.*+		300,000		366,000
AMCON Distributing Co.		2,600		423,800
American Outdoor Brands, Inc.*		18,507		176,002
Ark Restaurants Corp.		14,500		261,000
Aspen Group, Inc.*		67,100		65,758
Bassett Furniture Industries, Inc.		25,644		464,669
BBQ Holdings, Inc.*		32,313		336,701

Industry Company	Shares		Value
Consumer Discretionary (continued)
Build-A-Bear Workshop, Inc.		37,400	$	614,108
BurgerFi International, Inc.*		38,588		124,639
Canterbury Park Holding Corp.		11,689		302,394
Carrols Restaurant Group, Inc.+		299,700		605,394
Cato Corp. (The), Class A		37,373		433,901
Culp, Inc.		104,000		447,200
Delta Apparel, Inc.*		25,988		737,280
Dixie Group, Inc. (The)*		95,000		121,600
Drive Shack, Inc.*		300,000		411,000
Educational Development Corp.		31,400		132,508
Emerson Radio Corp.*		102,100		67,794
Envela Corp.*+		112,400		801,412
Escalade, Inc.+		34,508		448,259
Ever-Glory International Group, Inc.*		55,000		75,350
Express, Inc.*		235,000		460,600
Fiesta Restaurant Group, Inc.*		21,706		154,981
Flanigan’s Enterprises, Inc.+		7,000		210,000
Flexsteel Industries, Inc.+		33,200		597,600
Hamilton Beach Brands Holding Co., Class A+		32,400		402,084
Hooker Furnishings Corp.		15,560		241,958
Horizon Global Corp.*		124,200		202,446
iMedia Brands, Inc.*		130,317		157,684
J. Jill, Inc.*		39,200		716,968
JAKKS Pacific, Inc.*		53,590		678,449
Kandi Technologies Group, Inc.*+		200,000		480,000
Kirkland’s, Inc.*+		40,000		140,800
Lakeland Industries, Inc.*		25,157		386,412
Lincoln Educational Services Corp.*		107,805		680,250
Lottery.com, Inc.*		199,000		222,880
Nathan’s Famous, Inc.+		9,700		568,129
Nautilus, Inc.*		50,000		87,500
PARTS iD, Inc.*+		195,900		303,645
PlayAGS, Inc.*		128,300		662,028
Potbelly Corp.*		89,600		506,240
Red Robin Gourmet Burgers, Inc.*		22,600		181,478
StoneMor, Inc.*		110,562		378,122
Strattec Security Corp.*		15,700		520,455
Superior Industries International, Inc.*		102,500		404,875
Sypris Solutions, Inc.*+		109,404		253,817
Tilly’s, Inc., Class A		50,000		351,000

  26   Annual Report | June 30, 2022

Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS   (continued)

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Unique Fabricating, Inc.*		92,500	$	125,800
Universal Technical Institute, Inc.*		110,200		785,726
Vince Holding Corp.*+		51,263		402,415
VOXX International Corp.*		36,100		336,091
Weyco Group, Inc.+		24,500		599,025
Xcel Brands, Inc.*		75,000		88,500
Zovio, Inc.*		184,200		178,692
				19,883,419
Consumer Staples - 4.02%
Alico, Inc.		24,550		874,717
Better Choice Co., Inc.*+		191,700		421,740
Blue Apron Holdings, Inc., Class A*+		119,500		434,980
Bridgford Foods Corp.*+		21,900		288,642
Farmer Bros Co.*		52,300		245,287
Fresh Vine Wine, Inc.*+		25,000		46,500
Laird Superfood, Inc.*		33,500		63,985
Landec Corp.*		80,000		797,600
LifeMD, Inc.*		103,206		210,540
Lifeway Foods, Inc.*		72,401		359,833
Limoneira Co.+		50,000		704,500
Mannatech, Inc.		8,300		138,195
Natural Alternatives International, Inc.*		31,610		330,009
Natural Grocers by Vitamin Cottage, Inc.		34,000		542,300
Oil-Dri Corp. of America		18,600		570,090
Planet Green Holdings Corp.*		83,000		65,578
Rocky Mountain Chocolate Factory, Inc.		36,500		251,485
Splash Beverage Group, Inc.*+		147,300		440,427
United-Guardian, Inc.		13,466		201,855
Village Super Market, Inc., Class A		23,000		524,630
Zevia PBC, Class A*+		35,000		98,350
				7,611,243
Energy - 8.74%
Adams Resources & Energy, Inc.		22,000		708,180
Amplify Energy Corp.*		166,800		1,090,872
Barnwell Industries, Inc.*		60,000		141,000
Battalion Oil Corp.*		56,500		481,945
Camber Energy, Inc.*+		100,000		39,730
Centrus Energy Corp., Class A*+		15,000		371,250
Enservco Corp.*		56,093		109,942

Industry Company	Shares		Value
Energy (continued)
Evolution Petroleum Corp.		110,800	$	604,968
Exterran Corp.*		193,200		830,760
Forum Energy Technologies, Inc.*		32,000		627,840
Geospace Technologies Corp.*		80,500		381,570
Gran Tierra Energy, Inc.*		950,000		1,092,500
Gulf Island Fabrication, Inc.*		81,248		272,181
Houston American Energy Corp.*+		68,000		312,120
Independence Contract Drilling, Inc.*		55,000		172,150
KLX Energy Services Holdings, Inc.*+		51,702		223,869
Mammoth Energy Services, Inc.*		200,000		440,000
Mexco Energy Corp.*+		8,000		137,520
MIND Technology, Inc.*		119,515		105,173
NACCO Industries, Inc., Class A		20,570		779,603
Natural Gas Services Group, Inc.*		64,076		704,836
NCS Multistage Holdings, Inc.*		10,350		316,710
New Concept Energy, Inc.*+		8,400		12,936
Newpark Resources, Inc.*		128,700		397,683
Nine Energy Service, Inc.*		342,700		908,155
Oil States International, Inc.*		71,800		389,156
Overseas Shipholding Group, Inc., Class A*		263,096		539,347
PEDEVCO Corp.*		220,946		254,088
PHX Minerals, Inc.		143,000		434,720
Ranger Energy Services, Inc.*+		24,700		250,458
Ring Energy, Inc.*+		103,650		275,709
SandRidge Energy, Inc.*		45,000		705,150
SEACOR Marine Holdings, Inc.*		120,805		695,837
Smart Sand, Inc.*		140,900		281,800
Superior Drilling Products, Inc.*		166,100		164,439
VAALCO Energy, Inc.+		187,200		1,299,168
				16,553,365
Financials - 22.56%
Acacia Research Corp.*+		115,600		582,624
AmeriServ Financial, Inc.		59,171		233,134
Ashford, Inc.*		5,000		69,842

  bridgewayfunds.com   27

Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS   (continued)

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Associated Capital Group, Inc., Class A		10,000	$	358,300
Atlantic American Corp.		116,256		310,404
Auburn National BanCorp, Inc.		7,500		202,800
Bank of Princeton (The)		20,266		556,504
Bank7 Corp.		27,910		637,464
BankFinancial Corp.		65,600		615,984
Bankwell Financial Group, Inc.+		25,000		776,250
BayCom Corp.		28,500		589,380
BCB Bancorp, Inc.		46,900		798,707
C&F Financial Corp.		11,990		551,180
California BanCorp*		24,700		469,547
Capital Bancorp, Inc.		7,200		156,240
CB Financial Services, Inc.		18,700		427,482
Chemung Financial Corp.		16,298		766,006
Citizens Community Bancorp, Inc.		38,600		533,838
Citizens Holding Co.+		25,070		458,781
Citizens, Inc.*+		90,000		377,100
Codorus Valley Bancorp, Inc.		30,137		678,384
Cohen & Co., Inc.		5,000		53,799
Colony Bankcorp, Inc.+		43,868		661,968
Community West Bancshares		21,657		309,912
Conifer Holdings, Inc.*		43,000		71,810
Consumer Portfolio Services, Inc.*		94,900		972,725
Eagle Bancorp Montana, Inc.		19,521		388,663
Elevate Credit, Inc.*		93,100		219,716
ESSA Bancorp, Inc.		32,143		540,002
Evans Bancorp, Inc.		17,000		577,830
FedNat Holding Co.*		50,000		15,500
FG Financial Group, Inc.*+		63,000		92,610
Finwise Bancorp*		33,292		310,614
First Business Financial Services, Inc.		30,000		935,700
First Financial Northwest, Inc.		34,770		540,326
First Guaranty Bancshares, Inc.+		29,856		725,799
First Northwest Bancorp		34,600		539,760
First United Corp.		30,592		573,906
First Western Financial, Inc.*		22,051		599,567
GAMCO Investors, Inc., Class A		38,400		802,560
Greenhill & Co., Inc.		36,800		339,296

Industry Company	Shares		Value
Financials (continued)
Hallmark Financial Services, Inc.*		105,100	$	254,342
Hawthorn Bancshares, Inc.		29,951		763,450
Heritage Insurance Holdings, Inc.		166,000		438,240
HMN Financial, Inc.		23,000		530,840
Impac Mortgage Holdings, Inc.*		65,600		38,048
Investar Holding Corp.		28,000		613,200
Katapult Holdings, Inc.*+		250,400		267,928
Kentucky First Federal Bancorp		16,000		127,520
Lake Shore Bancorp, Inc.		27,150		380,100
Landmark Bancorp, Inc.		22,815		578,132
Magyar Bancorp, Inc.		12,579		149,061
Malvern Bancorp, Inc.*		34,800		559,236
Manning & Napier, Inc.		78,200		975,154
Marygold Cos., Inc. (The)*		46,000		64,400
Medallion Financial Corp.		86,744		555,162
Meridian Corp.		17,100		518,130
National Security Group, Inc. (The)		2,700		44,172
Northeast Bank		11,000		401,830
Northrim BanCorp, Inc.		17,295		696,297
Norwood Financial Corp.		25,512		618,921
Ocwen Financial Corp.*		11,100		304,140
Ohio Valley Banc Corp.		20,500		618,690
OP Bancorp		45,800		480,442
Patriot National Bancorp, Inc.*		8,500		103,445
PCB Bancorp		17,500		326,900
Penns Woods Bancorp, Inc.		31,066		717,314
Peoples Bancorp of North Carolina, Inc.		20,830		565,743
Ponce Financial Group, Inc.*+		50,699		468,459
Professional Holding Corp., Class A*		31,500		631,575
Provident Financial Holdings, Inc.		27,817		412,526
Prudential Bancorp, Inc.		38,100		576,453
Pzena Investment Management, Inc., Class A		55,600		366,404
Randolph Bancorp, Inc.		22,000		581,900
Republic First Bancorp, Inc.*		119,100		453,771
Riverview Bancorp, Inc.		127,106		836,357
Safeguard Scientifics, Inc.*		80,000		298,400
Security National Financial Corp., Class A*		94,800		802,011

  28   Annual Report | June 30, 2022

Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS   (continued)

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Shore Bancshares, Inc.		5,200	$	96,200
Silvercrest Asset Management Group, Inc., Class A		24,602		403,719
Southern States Bancshares, Inc.		20,000		449,800
Summit State Bank		17,820		271,220
Territorial Bancorp, Inc.		30,307		631,901
Timberland Bancorp, Inc.		31,500		787,500
Unico American Corp.*+		54,500		117,720
Union Bankshares, Inc.		14,951		390,969
United Bancshares, Inc.		7,700		219,142
United Security Bancshares		15,000		114,300
Unity Bancorp, Inc.		31,812		842,382
USCB Financial Holdings, Inc.*+		25,000		288,500
Velocity Financial, Inc.*		26,900		295,631
Western New England Bancorp, Inc.		79,744		594,890
Westwood Holdings Group, Inc.		30,000		414,000
WVS Financial Corp.		16,800		249,984
				42,708,565
Health Care - 23.68%
89bio, Inc.*+		59,800		192,556
AcelRx Pharmaceuticals, Inc.*		297,400		72,655
Acorda Therapeutics, Inc.*		101,706		47,375
Actinium Pharmaceuticals, Inc.*		86,966		418,306
Acumen Pharmaceuticals, Inc.*		75,400		354,380
ADMA Biologics, Inc.*+		250,000		495,000
Adverum Biotechnologies, Inc.*		242,000		290,400
Aeglea BioTherapeutics, Inc.*		48,643		24,570
AgeX Therapeutics, Inc.*		165,000		95,073
AIM ImmunoTech, Inc.*		140,000		109,200
Akouos, Inc.*		23,241		109,000
Aligos Therapeutics, Inc.*		57,000		68,970
Allarity Therapeutics, Inc.*+		20,000		26,400
Alpine Immune Sciences, Inc.*+		92,811		789,822
American Shared Hospital Services*		33,700		74,814
Ampio Pharmaceuticals, Inc.*		578,000		97,104
Angion Biomedica Corp.*		75,000		85,500
Annovis Bio, Inc.*		22,500		255,150

Industry Company	Shares		Value
Health Care (continued)
Apollo Endosurgery, Inc.*		128,200	$	467,930
Applied Genetic Technologies Corp.*		151,075		116,328
Applied Therapeutics, Inc.*		50,000		47,410
Aprea Therapeutics, Inc.*		45,000		33,313
Aptinyx, Inc.*		152,341		84,991
Aquestive Therapeutics, Inc.*		198,856		127,228
Aravive, Inc.*		20,725		20,474
Armata Pharmaceuticals, Inc.*+		104,682		407,213
Assembly Biosciences, Inc.*		165,000		346,500
Astria Therapeutics, Inc.*		95,000		285,000
Atreca, Inc., Class A*+		100,000		179,000
Avrobio, Inc.*		125,000		115,000
Axcella Health, Inc.*		245,009		497,368
Ayala Pharmaceuticals, Inc.*+		78,000		85,020
Aziyo Biologics, Inc., Class A*+		24,900		176,043
Biodesix, Inc.*+		41,800		68,552
BiomX, Inc.*		58,700		42,851
Biora Therapeutics, Inc.*		432,000		302,400
Black Diamond Therapeutics, Inc.*+		58,000		142,680
Bolt Biotherapeutics, Inc.*+		65,500		133,620
Cabaletta Bio, Inc.*+		157,730		167,194
Calithera Biosciences, Inc.*		6,158		15,149
Calyxt, Inc.*		40,629		9,812
Candel Therapeutics, Inc.*		125,000		405,000
CareCloud, Inc.*		87,363		299,218
cbdMD, Inc.*		281,900		124,092
China Pharma Holdings, Inc.*		195,000		41,847
Cidara Therapeutics, Inc.*		240,000		117,264
Clarus Therapeutics Holdings, Inc.*		45,000		17,194
Clearside Biomedical, Inc.*		212,600		312,522
Cogent Biosciences, Inc.*		4,690		42,304
Cognition Therapeutics, Inc.*		66,200		141,006
Concert Pharmaceuticals, Inc.*		138,100		581,401
CorMedix, Inc.*+		149,400		600,588
Corvus Pharmaceuticals, Inc.*		155,700		154,159
Cumberland Pharmaceuticals, Inc.*		49,887		103,516
CVRx, Inc.*+		28,595		171,856

  bridgewayfunds.com   29

Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS   (continued)

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Cyclerion Therapeutics, Inc.*		107,000	$	58,722
CynergisTek, Inc.*		125,000		150,000
Cyteir Therapeutics, Inc.*		69,584		208,056
Daxor Corp.*+		9,400		123,892
Decibel Therapeutics, Inc.*		107,282		451,657
Eargo, Inc.*+		30,000		22,557
Eiger BioPharmaceuticals, Inc.*		30,000		189,000
ElectroCore, Inc.*		70,000		35,693
Electromed, Inc.*		27,000		260,280
Elevation Oncology, Inc.*+		150,000		210,000
Eliem Therapeutics, Inc.*+		18,523		55,939
Eloxx Pharmaceuticals, Inc.*		249,400		66,640
Entasis Therapeutics Holdings, Inc.*		132,600		291,720
Enzo Biochem, Inc.*		201,500		417,105
Epizyme, Inc.*		252,500		371,175
Equillium, Inc.*		104,200		212,568
Esperion Therapeutics, Inc.*+		107,000		680,520
Eton Pharmaceuticals, Inc.*+		60,000		157,200
Exagen, Inc.*+		29,400		168,756
EyePoint Pharmaceuticals, Inc.*+		25,000		196,750
Finch Therapeutics Group, Inc.*		46,374		131,702
Frequency Therapeutics, Inc.*		82,400		123,600
Gain Therapeutics, Inc.*+		40,000		144,000
Galecto, Inc.*		165,000		285,450
Galera Therapeutics, Inc.*		168,200		218,660
Gelesis Holdings, Inc.*+		26,000		40,300
Gemini Therapeutics, Inc.*		47,500		80,275
GlycoMimetics, Inc.*+		150,000		89,685
Graybug Vision, Inc.*		114,000		124,260
Great Elm Group, Inc.*		104,597		224,884
Gritstone bio, Inc.*		23,100		55,902
Harpoon Therapeutics, Inc.*		50,000		95,500
Harrow Health, Inc.*		93,400		679,952
Harvard Bioscience, Inc.*		126,617		455,821
HCW Biologics, Inc.*+		72,600		159,720
Homology Medicines, Inc.*		90,000		177,300
Hookipa Pharma, Inc.*+		77,300		125,999
Hyperfine, Inc.*+		150,000		334,500
Ikena Oncology, Inc.*+		13,000		57,590
IMARA, Inc.*		66,800		81,496
Immuneering Corp., Class A*+		34,949		189,074

Industry Company	Shares		Value
Health Care (continued)
Immunic, Inc.*+		35,000	$	121,450
Impel Pharmaceuticals, Inc.*+		75,000		699,000
IN8bio, Inc.*		54,700		132,921
Infinity Pharmaceuticals, Inc.*		240,000		151,752
InfuSystem Holdings, Inc.*		5,800		55,854
Inozyme Pharma, Inc.*+		84,000		400,680
InspireMD, Inc.*		36,667		73,334
Invacare Corp.*+		193,346		247,483
IO Biotech, Inc.*+		75,000		350,250
IRIDEX Corp.*		90,400		232,328
IsoPlexis Corp.*		17,464		37,722
IsoRay, Inc.*		184,000		56,856
KemPharm, Inc.*+		68,943		307,486
Kewaunee Scientific Corp.*		13,200		218,196
Kezar Life Sciences, Inc.*		27,200		224,944
Landos Biopharma, Inc.*		149,000		108,457
Lannett Co., Inc.*+		165,900		96,255
Larimar Therapeutics, Inc.*+		118,799		232,846
Leap Therapeutics, Inc.*+		288,301		331,546
LogicBio Therapeutics, Inc.*		69,900		25,290
Longboard Pharmaceuticals, Inc.*		70,000		216,300
Lucid Diagnostics, Inc.*+		185,000		418,100
Lucira Health, Inc.*+		73,500		136,710
Lumos Pharma, Inc.*		46,744		359,929
Lyra Therapeutics, Inc.*		55,000		310,750
Magenta Therapeutics, Inc.*		144,500		173,400
Marker Therapeutics, Inc.*		242,416		79,997
Matinas BioPharma Holdings, Inc.*		726,891		574,244
MediciNova, Inc.*+		190,247		481,325
Merrimack Pharmaceuticals, Inc.*		57,500		342,125
Milestone Scientific, Inc.*		274,500		251,305
Minerva Neurosciences, Inc.*+		15,436		51,093
Minerva Surgical, Inc.*+		202,200		475,170
MiNK Therapeutics, Inc.*+		35,500		50,055
Molecular Templates, Inc.*		110,000		100,276
Mustang Bio, Inc.*		256,900		150,286
Myomo, Inc.*		56,600		95,088
NanoViricides, Inc.*+		94,039		176,793
NantHealth, Inc.*		284,100		118,640
Navidea Biopharmaceuticals, Inc.*		102,440		73,757
Neuronetics, Inc.*+		50,305		161,479
NeuroPace, Inc.*+		26,148		129,433

  30   Annual Report | June 30, 2022

Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS   (continued)

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
NexImmune, Inc.*		50,000	$	80,500
NextCure, Inc.*		120,000		564,000
NightHawk Biosciences, Inc.*		100,000		255,000
NovaBay Pharmaceuticals, Inc.*		155,000		38,750
NRX Pharmaceuticals, Inc.*		153,700		92,220
Odonate Therapeutics, Inc.*		235,000		376,000
Oncocyte Corp.*		200,000		179,940
Oncorus, Inc.*		83,300		104,958
Ontrak, Inc.*+		47,800		50,668
Optinose, Inc.*+		265,000		969,900
Oragenics, Inc.*		140,000		48,524
Otonomy, Inc.*		318,000		661,440
Ovid therapeutics, Inc.*+		200,000		430,000
Oyster Point Pharma, Inc.*		40,000		173,200
Palatin Technologies, Inc.*		650,000		182,390
Paratek Pharmaceuticals, Inc.*+		115,000		221,950
PhaseBio Pharmaceuticals, Inc.*+		120,000		71,988
Pluristem Therapeutics, Inc.*		112,600		138,498
Prelude Therapeutics, Inc.*		46,949		245,074
Protalix BioTherapeutics, Inc.*+		155,000		168,950
Protara Therapeutics, Inc.*		39,200		114,856
Puma Biotechnology, Inc.*		120,900		344,565
Pyxis Oncology, Inc.*+		70,295		167,302
Rapid Micro Biosystems, Inc., Class A*+		28,500		122,550
Regional Health Properties, Inc.*		10,000		23,399
Reneo Pharmaceuticals, Inc.*		70,000		185,500
Renovacor, Inc.*		49,900		101,187
Retractable Technologies, Inc.*		36,700		140,561
SAB Biotherapeutics, Inc.*		84,000		121,800
Satsuma Pharmaceuticals, Inc.*		122,000		505,080
Savara, Inc.*		366,393		556,917
Scopus Biopharma, Inc.*		32,966		14,175
scPharmaceuticals, Inc.*		129,500		624,190
SCYNEXIS, Inc.*		149,000		277,140
Sensei Biotherapeutics, Inc.*+		37,900		86,033
Sera Prognostics, Inc., Class A*		4,205		6,896
Sesen Bio, Inc.*		250,000		202,600
Shattuck Labs, Inc.*		38,400		155,904

Industry Company	Shares		Value
Health Care (continued)
Sientra, Inc.*+		102,000	$	85,445
Sigilon Therapeutics, Inc.*		150,000		124,500
Silverback Therapeutics, Inc.*		59,500		252,280
Sio Gene Therapies, Inc.*		139,800		50,356
Solid Biosciences, Inc.*		280,500		172,676
Sonendo, Inc.*+		156,500		269,180
Sonida Senior Living, Inc.*		10,615		222,915
Spruce Biosciences, Inc.*+		60,000		104,400
SQZ Biotechnologies Co.*		37,400		118,932
Star Equity Holdings, Inc.*+		110,390		102,663
Summit Therapeutics, Inc.*+		76,500		76,500
SunLink Health Systems, Inc.*		40,000		40,008
Surface Oncology, Inc.*		100,000		164,000
Surgalign Holdings, Inc.*		25,000		85,250
Synlogic, Inc.*		216,900		249,435
Syros Pharmaceuticals, Inc.*		86,700		83,466
T2 Biosystems, Inc.*		250,000		40,375
Talkspace, Inc.*		250,000		425,000
Taysha Gene Therapies, Inc.*		65,209		242,577
TCR2 Therapeutics, Inc.*		98,400		285,360
Tela Bio, Inc.*+		75,000		533,250
Terns Pharmaceuticals, Inc.*		42,000		104,160
TFF Pharmaceuticals, Inc.*		77,000		435,050
Tonix Pharmaceuticals Holding Corp.*+		30,000		47,400
Trevi Therapeutics, Inc.*+		90,000		252,900
Tricida, Inc.*+		78,329		758,225
TScan Therapeutics, Inc.*+		115,000		361,675
UNITY Biotechnology, Inc.*		191,450		107,882
Venus Concept, Inc.*		208,644		96,769
Verrica Pharmaceuticals, Inc.*+		24,550		47,136
Vigil Neuroscience, Inc.*		5,064		13,065
Viracta Therapeutics, Inc.*		70,000		271,600
VolitionRX, Ltd.*+		235,000		481,750
Vor BioPharma, Inc.*		64,200		319,074
Voyager Therapeutics, Inc.*		80,481		475,643
Werewolf Therapeutics, Inc.*+		36,211		148,103
Xeris Biopharma Holdings, Inc.*		133,351		205,361
Xilio Therapeutics, Inc.*+		9,081		26,517
Xtant Medical Holdings, Inc.*		278,400		144,629

  bridgewayfunds.com   31

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Zynerba Pharmaceuticals, Inc.*		152,200	$	173,508
				44,827,743
Industrials - 11.94%
Acme United Corp.		14,035		444,489
AgEagle Aerial Systems, Inc.*+		200,000		129,220
Air Industries Group*		90,000		63,000
Air T, Inc.*		17,250		283,935
Alpha Pro Tech, Ltd.*		52,900		235,934
ARC Document Solutions, Inc.		167,400		440,262
Avalon Holdings Corp., Class A*		3,900		10,140
BGSF, Inc.		43,800		541,368
BlackSky Technology, Inc.*+		225,000		519,750
Bowman Consulting Group, Ltd.*		30,000		370,200
CECO Environmental Corp.*		83,300		498,134
Charah Solutions, Inc.*		115,000		430,100
Chicago Rivet & Machine Co.		8,000		227,920
Commercial Vehicle Group, Inc.*		26,400		154,176
CompX International, Inc.		44,200		1,024,998
CPI Aerostructures, Inc.*		73,500		124,215
Eastern Co. (The)		21,200		431,208
Espey Mfg. & Electronics Corp.*+		16,108		229,378
Fast Radius, Inc.*		215,000		135,364
FreightCar America, Inc.*		82,000		298,480
GEE Group, Inc.*		77,600		40,507
Gencor Industries, Inc.*		44,700		454,152
Graham Corp.		43,000		297,560
Hill International, Inc.*		131,958		221,690
Hudson Global, Inc.*		10,942		343,579
Hurco Cos., Inc.		23,000		569,020
India Globalization Capital, Inc.*		139,000		73,670
INNOVATE Corp.*+		191,392		331,108
Innovative Solutions & Support, Inc.*		80,400		578,880
Knightscope, Inc., Class A*+		75,000		225,000
KULR Technology Group, Inc.*		255,000		395,250
L B Foster Co., Class A*		41,700		536,679
LS Starrett Co. (The), Class A*		36,400		255,528

Industry Company	Shares		Value
Industrials (continued)
LSI Industries, Inc.		113,000	$	697,210
Mastech Digital, Inc.*		40,400		600,344
Matrix Service Co.*		59,700		302,082
Mayville Engineering Co., Inc.*		15,258		118,097
Mega Matrix Corp.		108,000		146,880
Mesa Air Group, Inc.*		120,600		264,114
Mistras Group, Inc.*		91,200		541,728
Momentus, Inc.*+		268,500		579,960
NN, Inc.*		132,000		333,960
Orion Group Holdings, Inc.*		132,100		301,188
P&F Industries, Inc., Class A*		10,500		59,640
Park Aerospace Corp.		60,000		765,600
Patriot Transportation Holding, Inc.		7,471		55,584
Performant Financial Corp.*		278,300		731,929
Perma-Pipe International Holdings, Inc.*		71,600		644,400
Pineapple Energy, Inc.+		14,504		33,939
Quad/Graphics, Inc.*+		141,169		388,215
RCM Technologies, Inc.*		57,942		1,172,746
Servotronics, Inc.*		16,653		187,346
Shapeways Holdings, Inc.*+		153,289		179,348
SIFCO Industries, Inc.*		26,024		80,674
Team, Inc.*		153,800		114,320
Twin Disc, Inc.*		58,100		526,386
Ultralife Corp.*		72,400		329,420
US Xpress Enterprises, Inc., Class A*+		75,000		201,000
USA Truck, Inc.*		30,800		967,736
Virco Mfg. Corp.*		25,800		99,330
Westwater Resources, Inc.*		123,700		133,596
Williams Industrial Services Group, Inc.*		88,300		122,737
Willis Lease Finance Corp.*+		23,100		865,788
Yellow Corp.*		45,655		133,769
				22,593,960
Information Technology - 8.84%
ADDvantage Technologies Group, Inc.*		75,000		93,750
Airspan Networks Holdings, Inc.*+		174,600		522,054
ALJ Regional Holdings, Inc.*		202,000		389,860
Amtech Systems, Inc.*		84,000		613,200

  32   Annual Report | June 30, 2022

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Information Technology (continued)
Applied Optoelectronics, Inc.*+		121,500	$	188,325
AstroNova, Inc.*		37,700		451,646
Aware, Inc.*		74,579		177,498
Backblaze, Inc., Class A*		27,500		143,825
Bel Fuse, Inc., Class B		40,400		628,624
BK Technologies Corp.		85,717		227,150
Blonder Tongue Laboratories, Inc.*		90,000		14,400
BM Technologies, Inc.*+		81,636		480,836
CalAmp Corp.*+		50,000		208,500
Computer Task Group, Inc.*		62,100		531,576
CoreCard Corp.*+		4,037		98,543
CSP, Inc.*		45,000		409,500
Daktronics, Inc.*		122,855		369,794
eMagin Corp.*		251,000		163,150
EMCORE Corp.*		63,873		196,090
Everspin Technologies, Inc.*		68,000		356,320
Frequency Electronics, Inc.*		45,000		328,500
Greenidge Generation Holdings, Inc.*+		60,000		152,400
GSI Technology, Inc.*		101,417		349,889
Immersion Corp.*+		98,000		523,320
Information Services Group, Inc.		18,900		127,764
Innodata, Inc.*		133,955		648,342
Intellicheck, Inc.*		160,300		323,806
inTEST Corp.*		27,401		186,875
Intevac, Inc.*		87,400		423,016
Inuvo, Inc.*		306,000		151,470
Issuer Direct Corp.*		16,500		420,090
Kaleyra, Inc.*+		185,900		379,236
Key Tronic Corp.*		32,400		142,884
KVH Industries, Inc.*		55,774		485,234
LGL Group, Inc. (The)*		29,200		379,016
Marin Software, Inc.*+		60,000		99,000
Network-1 Technologies, Inc.		134,000		321,600
Optical Cable Corp.*		27,600		99,636
PCTEL, Inc.		73,800		301,842
Pixelworks, Inc.*		123,100		235,121
Powerfleet, Inc.*		122,000		264,740
Quanergy Systems, Inc.*		160,000		65,600
RealNetworks, Inc.*		216,900		136,864
RF Industries, Ltd.*		43,230		268,026
Richardson Electronics, Ltd.		50,311		737,559
SecureWorks Corp., Class A*		9,400		102,084

Industry Company	Shares		Value
Information Technology (continued)
ServiceSource International, Inc.*		250,817	$	368,701
SRAX, Inc.*		50,000		166,000
StarTek, Inc.*		76,762		221,842
Synchronoss Technologies, Inc.*		203,100		233,565
TESSCO Technologies, Inc.*		45,000		265,950
TransAct Technologies, Inc.*		49,623		200,477
Trio-Tech International*		26,800		116,044
Universal Security Instruments, Inc.*		6,000		21,720
Usio, Inc.*		130,000		315,900
VirnetX Holding Corp.*		76,300		89,271
Wayside Technology Group, Inc.		16,800		558,432
WidePoint Corp.*		73,728		176,210
Wireless Telecom Group, Inc.*		64,666		85,359
				16,738,026
Materials - 2.76%
Advanced Emissions
Solutions, Inc.*		89,000		417,410
AgroFresh Solutions, Inc.*		204,300		365,697
Ampco-Pittsburgh Corp.*		62,000		239,940
Comstock, Inc.*		229,000		141,980
Core Molding Technologies, Inc.*		24,400		224,236
Flexible Solutions International, Inc.*		45,707		111,982
Flotek Industries, Inc.*		292,300		289,962
Friedman Industries, Inc.		42,200		343,508
Gold Resource Corp.		304,300		496,009
Golden Minerals Co.*		450,000		160,785
Gulf Resources, Inc.*		67,360		313,224
Northern Technologies International Corp.		27,900		260,865
Olympic Steel, Inc.		18,300		471,225
Paramount Gold Nevada Corp.*		150,000		66,000
Ramaco Resources, Inc.		27,000		355,050
Solitario Zinc Corp.*		205,000		116,850
Synalloy Corp.*		26,838		377,342
United States Antimony Corp.*		245,500		99,158
Universal Stainless & Alloy Products, Inc.*		49,558		366,729
				5,217,952

bridgewayfunds.com 33

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Real Estate - 2.01%
American Realty Investors, Inc.*		17,197	$	244,025
AMREP Corp.*		35,800		401,676
CTO Realty Growth, Inc.+		20,600		1,259,072
Maui Land & Pineapple Co., Inc.*		81,500		771,805
Rafael Holdings, Inc., Class B*+		51,656		96,597
Stratus Properties, Inc.*		24,250		781,456
Transcontinental Realty Investors, Inc.*		2,800		111,412
Trinity Place Holdings, Inc.*		131,800		133,118
				3,799,161
Utilities - 0.92%
Cadiz, Inc.*+		110,900		258,397
Genie Energy, Ltd., Class B		89,100		816,156
RGC Resources, Inc.+		35,000		667,450
				1,742,003
TOTAL COMMON STOCKS - 99.52%				188,391,301
(Cost $210,043,603)
RIGHTS - 0.00%
Adamas Pharmaceuticals, Inc., CVR*Δ#+++		110,000		–
Adamas Pharmaceuticals, Inc., CVR*Δ#+++		110,000		–
Cogent Biosciences, Inc., CVR, expiring 12/31/49*Δ#		160,000		–
OncoMed Pharmaceuticals, Inc., CVR, expiring 12/31/49*Δ#		125,000		–
Pineapple Holdings, Inc., CVR*Δ#+++		14,504		–
ZAGG, Inc., CVR, expiring 12/31/99*Δ#		65,000		–
TOTAL RIGHTS - 0.00%				–
(Cost $29,976)
WARRANTS - 0.01%
LGL Group, Inc. (The), expiring 11/16/25*		29,200		13,671
TOTAL WARRANTS - 0.01%				13,671
(Cost $14,873)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.90%
Fidelity Investments Money Market Government Portfolio Class I		1.21	%		1,697,866	$	1,697,866
TOTAL MONEY MARKET FUND - 0.90%							1,697,866
(Cost $1,697,866)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 11.36%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		1.46	%		21,512,037		21,512,037
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 11.36%							21,512,037
(Cost $21,512,037)
TOTAL INVESTMENTS - 111.79%						$	211,614,875
(Cost $233,298,355)
Liabilities in Excess of Other Assets - (11.79%)							(22,311,139)
NET ASSETS - 100.00%						$	189,303,736

# Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $71,925, which is 0.04% of total net assets.

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2022.

^ Rate disclosed as of June 30, 2022.

Δ 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 June 30, 2022. Total loaned securities had a value of $21,502,560, which included loaned securities with a value of $91,781 that have been sold and are pending settlement as of June 30, 2022. The total market value of loaned securities excluding these pending sales is $21,410,779. See Note 2 for disclosure of cash and non-cash collateral.

+++No stated maturity date.

CVR - Contingent Value Right

LLC - Limited Liability Company

  34   Annual Report | June 30, 2022

Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS   (continued)

Summary of inputs used to value the Fund’s investments as of 6/30/2022:

	Valuation Inputs
	Investment in Securities (Value)
			Level 2		Level 3
	Level 1		Significant		Significant
	Quoted		Observable		Unobservable
	Prices		Inputs		Inputs		Total
Common Stocks
Communication Services		$6,643,939		$–		$71,925		$6,715,864
Other Industries (a)		181,675,437		–		–		181,675,437
Total Common Stocks		188,319,376		–		71,925		188,391,301
Rights		–		–		0		0
Warrants		–		13,671		–		13,671
Money Market Fund		1,697,866		–		–		1,697,866
Investments Purchased With Cash Proceeds From Securities Lending		21,512,037		–		–		21,512,037
TOTAL		$211,529,279		$13,671		$71,925		$211,614,875

(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		Rights		Total
Balance as of 06/30/2021	$	615,678	$	19,500	$	635,178
Purchases/Issuances		–		0		–
Sales/Expirations		–		–		–
Return of Capital		–		–		–
Realized Gain/(Loss)		–		–		–
Change in unrealized Appreciation/(Depreciation)		(543,753)		(19,500)		(563,253)
Transfers in		–		–		–
Transfers out		–		–		–
Balance as of 06/30/2022	$	71,925	$	0	$	71,925
Net change in unrealized Appreciation/(Depreciation) from investments held as of 06/30/2022	$	(543,753)	$	(19,500)	$	(563,253)

See Notes to Financial Statements.

  bridgewayfunds.com   35

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

June 30, 2022

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended June 30, 2022, our Fund returned -13.85%, outperforming our primary market benchmark, the Russell 2000 Value Index (-15.28%). It was a poor quarter on an absolute basis, but a good one on a relative basis.

For the fiscal year, our Fund returned -5.81%, outperforming the Russell 2000 Value Index (-16.28%).

The table below presents our June quarter, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of June 30, 2022

					Annualized
	Quarter		1 Year		5 Years		10 Years		15 Years		Since     Inception   (10/31/03)
Small-Cap Value Fund		-13.85%		-5.81%		11.82%		12.05%		6.44%		8.74%
Russell 2000 Value Index		-15.28%		-16.28%		4.89%		9.05%		5.58%		7.69%

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. It is not possible to invest directly in an index. Periods longer than one year are annualized.

  36   Annual Report | June 30, 2022

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

Growth of a $10,000 Investment

from Inception October 31, 2003 to June 30, 2022

Detailed Explanation of Quarterly Performance

The Fund’s primary value metrics models outperformed the benchmark during the quarter, adding to relative results. However, the Fund’s diversifying quality and sentiment models lagged the benchmark, offsetting some of this positive impact. The Fund’s tilt toward deeper value stocks across multiple valuation metrics and its tilt toward smaller stocks in the small-cap value universe detracted from relative performance during the quarter.

From a sector perspective, the Fund’s allocation effect was positive. Overweightings in the Energy and Consumer Staples sectors added the most to relative results. The Fund’s stock selection effect was also positive, with holdings in the Energy, Communication Services, and Utilities sectors adding the most to relative performance.

Detailed Explanation of Fiscal Year Performance

All three of the Fund’s model categories outperformed the benchmark during the 12-month period and added to relative results. The Fund’s tilt toward deeper value stocks across multiple valuation metrics boosted relative returns. However, its tilt toward smaller stocks in the small-cap value universe detracted from relative performance.

From a sector perspective, the Fund’s allocation effect was positive. Overweightings in the Energy and Consumer Staples sectors and an underweighting in the Communication Services sector added the most to relative results. The Fund’s stock selection effect was significantly positive, most notably driven by holdings in the Communication Services, Energy, Materials, and Industrials sectors.

bridgewayfunds.com 37

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

Top Ten Holdings as of June 30, 2022

Rank	Description	Industry	% of Net  Assets
1	ArcBest Corp.	Industrials		2.0	%
2	Group 1 Automotive, Inc.	Consumer Discretionary		2.0	%
3	Cross Country Healthcare, Inc.	Health Care		1.8	%
4	Prestige Consumer Healthcare, Inc.	Health Care		1.8	%
5	Hanmi Financial Corp.	Financials		1.8	%
6	Berkshire Hills Bancorp, Inc.	Financials		1.8	%
7	AMERISAFE, Inc.	Financials		1.8	%
8	Independence Realty Trust, Inc.	Real Estate		1.8	%
9	Academy Sports & Outdoors, Inc.	Consumer Discretionary		1.7	%
10	Laureate Education, Inc.	Consumer Discretionary		1.7	%
	Total			18.2	%

Industry Sector Representation as of June 30, 2022

	% of Net Assets			% of Russell 2000     Value Index			Difference
Communication Services		5.4	%		3.3	%		2.1	%
Consumer Discretionary		10.9	%		9.6	%		1.3	%
Consumer Staples		5.5	%		2.9	%		2.6	%
Energy		8.9	%		5.0	%		3.9	%
Financials		27.3	%		28.3	%		-1.0	%
Health Care		6.7	%		11.0	%		-4.3	%
Industrials		11.1	%		12.7	%		-1.6	%
Information Technology		3.8	%		6.1	%		-2.3	%
Materials		7.1	%		3.9	%		3.2	%
Real Estate		12.2	%		11.9	%		0.3	%
Utilities		2.2	%		5.3	%		-3.1	%
Liabilities in Excess of Other Assets		-1.1	%		0.0	%		-1.1	%
Total		100.0	%		100.0	%

Important Disclosure

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, June 30, 2022, 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.

  38   Annual Report | June 30, 2022

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

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 39

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
COMMON STOCKS - 101.05%
Communication Services - 5.37%
Gray Television, Inc.+		258,200	$	4,360,998
TEGNA, Inc.		341,000		7,150,770
Telephone and Data Systems, Inc.+		268,600		4,241,194
WideOpenWest, Inc.*		382,100		6,958,041
				22,711,003
Consumer Discretionary - 10.92%
Academy Sports & Outdoors, Inc.+		206,200		7,328,348
American Axle & Manufacturing Holdings, Inc.*+		21,900		164,907
Beazer Homes USA, Inc.*		454,400		5,484,608
Chico’s FAS, Inc.*		446,939		2,221,287
Ethan Allen Interiors, Inc.+		131,100		2,649,531
Group 1 Automotive, Inc.+		48,200		8,184,360
iRobot Corp.*+		3,900		143,325
Laureate Education, Inc.+		622,100		7,197,697
Lazydays Holdings, Inc.*+		263,419		3,103,076
MarineMax, Inc.*+		3,800		137,256
Meritage Homes Corp.*		800		58,000
Signet Jewelers, Ltd.+		55,000		2,940,300
TravelCenters of America, Inc.*+		190,441		6,564,501
				46,177,196
Consumer Staples - 5.49%
elf Beauty, Inc.*+		19,200		589,056
Ingles Markets, Inc., Class A		49,600		4,302,800
John B Sanfilippo & Son, Inc.		26,300		1,906,487
Rite Aid Corp.*+		509,300		3,432,682
SpartanNash Co.		223,700		6,749,029
Sprouts Farmers Market, Inc.*+		70,000		1,772,400
United Natural Foods, Inc.*		102,300		4,030,620
WD-40 Co.+		2,200		442,992
				23,226,066
Energy - 8.96%
CONSOL Energy, Inc.*		98,000		4,839,240
Delek US Holdings, Inc.*		47,140		1,218,097
DHT Holdings, Inc.+		659,800		4,044,574
International Seaways, Inc.+		275,400		5,838,480
Nabors Industries, Ltd.*		36,800		4,927,520
ProPetro Holding Corp.*		257,000		2,570,000
Ranger Oil Corp., Class A*		96,600		3,175,242

Industry Company	Shares		Value
Energy (continued)
SM Energy Co.		94,900	$	3,244,631
Teekay Tankers, Ltd., Class A*		285,738		5,037,561
Ur-Energy, Inc.*		957,196		1,014,628
Whiting Petroleum Corp.		28,600		1,945,658
				37,855,631
Financials - 27.29%
Amalgamated Financial Corp.		232,000		4,588,960
AMERISAFE, Inc.		144,600		7,520,646
Banco Latinoamericano de Comercio Exterior SA, Class E		96,700		1,283,209
Banner Corp.		51,000		2,866,710
Berkshire Hills Bancorp, Inc.+		306,800		7,599,436
Brightsphere Investment Group, Inc.		18,000		324,180
Byline Bancorp, Inc.		191,200		4,550,560
City Holding Co.+		66,400		5,304,032
CNO Financial Group, Inc.		201,800		3,650,562
Customers Bancorp, Inc.*		210,300		7,129,170
Encore Capital Group, Inc.*		116,700		6,741,759
Enstar Group, Ltd.*		14,100		3,017,118
EZCORP, Inc., Class A*		738,800		5,548,388
First BanCorp		404,000		5,215,640
Genworth Financial, Inc., Class A*		1,581,800		5,583,754
Hanmi Financial Corp.		342,000		7,674,480
HarborOne Bancorp, Inc.		212,000		2,923,480
HomeStreet, Inc.		50,000		1,733,500
MVB Financial Corp.		118,500		3,686,535
Oppenheimer Holdings, Inc., Class A		103,933		3,433,947
PJT Partners, Inc., Class A		4,000		281,120
Provident Bancorp, Inc.		147,340		2,313,238
Stewart Information Services Corp.		123,600		6,149,100
Tiptree, Inc.		518,500		5,506,470
Universal Insurance Holdings, Inc.		184,667		2,406,211
Valley National Bancorp		547,600		5,700,516
Waterstone Financial, Inc.		153,100		2,610,355
				115,343,076
Health Care - 6.70%
Atea Pharmaceuticals, Inc.*		347,612		2,468,045
Avid Bioservices, Inc.*+		14,900		227,374

  40   Annual Report | June 30, 2022

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS   (continued)

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Community Health Systems, Inc.*		693,000	$	2,598,750
Cross Country Healthcare, Inc.*		375,200		7,815,416
Cutera, Inc.*+		9,700		363,750
Innoviva, Inc.*+		155,500		2,295,180
iRadimed Corp.		14,400		488,736
Medpace Holdings, Inc.*		2,600		389,142
Neuronetics, Inc.*		24,900		79,929
Omnicell, Inc.*		3,200		364,000
OraSure Technologies, Inc.*		390,000		1,056,900
Prestige Consumer Healthcare, Inc.*		131,300		7,720,440
Select Medical Holdings Corp.		14,900		351,938
Tenet Healthcare Corp.*+		39,900		2,097,144
				28,316,744
Industrials - 11.08%
ArcBest Corp.		117,920		8,298,031
Atkore, Inc.*		5,400		448,254
Atlas Air Worldwide Holdings, Inc.*+		50,000		3,085,500
Daseke, Inc.*		74,400		475,416
INNOVATE Corp.*+		115,800		200,334
Kelly Services, Inc., Class A		128,000		2,538,240
Manitowoc Co., Inc. (The)*		152,900		1,610,037
Meritor, Inc.*		6,200		225,246
MRC Global, Inc.*		619,000		6,165,240
Primoris Services Corp.+		142,500		3,100,800
Sterling Infrastructure, Inc.*		303,800		6,659,296
Triton International, Ltd.		64,000		3,369,600
TrueBlue, Inc.*		280,508		5,021,093
Veritiv Corp.*		51,940		5,638,087
				46,835,174
Information Technology - 3.76%
Amkor Technology, Inc.+		139,300		2,361,135
Calix, Inc.*		10,500		358,470
Cohu, Inc.*+		46,500		1,290,375
FormFactor, Inc.*		10,000		387,300
Hackett Group, Inc. (The)		63,143		1,197,823
Kulicke & Soffa Industries, Inc.		7,500		321,075
Novanta, Inc.*		3,200		388,064
OSI Systems, Inc.*		900		76,896
Power Integrations, Inc.		4,700		352,547
ScanSource, Inc.*		177,200		5,518,008

Industry Company	Shares		Value
Information Technology (continued)
Turtle Beach Corp.*+		297,200	$	3,634,756
				15,886,449
Materials - 7.14%
AdvanSix, Inc.		119,400		3,992,736
Clearwater Paper Corp.*		133,600		4,492,968
Kronos Worldwide, Inc.		36,400		669,760
Olympic Steel, Inc.+		192,631		4,960,248
Ryerson Holding Corp.		228,200		4,858,378
SunCoke Energy, Inc.		841,600		5,731,296
TimkenSteel Corp.*+		292,700		5,476,417
				30,181,803
Real Estate - 12.18%
Agree Realty Corp.+		89,800		6,477,274
Armada Hoffler Properties, Inc.		195,400		2,508,936
Community Healthcare Trust, Inc.		129,200		4,678,332
Empire State Realty Trust, Inc., Class A+		467,800		3,288,634
Equity Commonwealth*		94,400		2,598,832
Essential Properties Realty Trust, Inc.		203,900		4,381,811
eXp World Holdings, Inc.+		13,400		157,718
Independence Realty Trust, Inc.+		360,200		7,466,946
NexPoint Residential Trust, Inc.+		92,100		5,757,171
Physicians Realty Trust		369,300		6,444,285
Plymouth Industrial REIT, Inc.		271,869		4,768,582
Terreno Realty Corp.		53,100		2,959,263
				51,487,784
Utilities - 2.16%
Avista Corp.+		147,312		6,409,545
Otter Tail Corp.		20,400		1,369,452
Southwest Gas Holdings, Inc.		15,500		1,349,740
				9,128,737
TOTAL COMMON STOCKS - 101.05%				427,149,663
(Cost $445,186,586)

bridgewayfunds.com 41

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS   (continued)

Showing percentage of net assets as of June 30, 2022

	Rate^		Shares		Value
MONEY MARKET FUND - 0.00%
Fidelity Investments Money Market Government Portfolio Class I		1.21%		261	$	261
TOTAL MONEY MARKET FUND - 0.00%						261
(Cost $261)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 4.01%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		1.46%		16,945,601		16,945,601
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 4.01%						16,945,601
(Cost $16,945,601)
TOTAL INVESTMENTS - 105.06%					$	444,095,525
(Cost $462,132,448)
Liabilities in Excess of Other Assets - (5.06%)						(21,382,879)
NET ASSETS - 100.00%					$	422,712,646
*   Non-income producing security. **  This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2022. ^  Rate disclosed as of June 30, 2022. +   This security or a portion of the security is out on loan as of June 30, 2022. Total loaned securities had a value of $22,899,957 as of June 30, 2022. See Note 2 for disclosure of cash and non-cash collateral.

Summary of inputs used to value the Fund’s investments as of 6/30/2022:
Valuation Inputs
Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)		$427,149,663		$–		$–		$427,149,663
Money Market Fund		261		–		–		261
Investments Purchased With Cash Proceeds From Securities Lending		16,945,601		–		–		16,945,601
TOTAL		$444,095,525		$–		$–		$444,095,525

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

See Notes to Financial Statements.

  42   Annual Report | June 30, 2022

Blue Chip Fund
MANAGER’S COMMENTARY (Unaudited)

June 30, 2022

Dear Fellow Blue Chip Fund Shareholder,

For the quarter ended June 30, 2022, our Fund returned -13.89%, outperforming our primary market benchmark, the S&P 500 Index (-16.10%), our peer benchmark, and the Russell Top 50 Mega Cap Index (-18.12%). It was poor quarter on an absolute basis but a good one on a relative basis.

For the fiscal year, our Fund returned -9.32%, outperforming the S&P 500 Index (-10.62%), and the Russell Top 50 Mega Cap Index (-10.98%).

The table below presents our June quarter, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of June 30, 2022

					Annualized
	Quarter		1 Year		5 Years		10 Years		15 Years		Since Inception (7/31/97)
Blue Chip Fund		-13.89%		-9.32%		11.29%		12.41%		8.56%		7.79%
S&P 500 Index		-16.10%		-10.62%		11.31%		12.96%		8.54%		7.67%
Russell Top 50 Mega Cap Index		-18.12%		-10.98%		13.23%		13.38%		8.89%		7.18%

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 Bridgeway Ultra-Large Index is an index composed of very large, “blue chip” US stocks, excluding tobacco; it is compiled by the adviser of the Fund. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgewayfunds.com 43

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

Growth of a $10,000 Investment

from Inception July 31, 1997 to June 30, 2022

Detailed Explanation of Quarterly Performance

The Fund’s roughly equal weight portfolio design improved relative results during the quarter. Maintaining a roughly equal weight portfolio resulted in underweightings in some of the benchmark’s largest stocks that underperformed during a down quarter. At the same time, the portfolio had overweightings in some smaller mega-cap stocks that outperformed. An overweighting in value stocks compared to the benchmark also improved relative returns. Although the Fund does not focus on value or growth, the quarterly rebalancing process used to maintain a roughly equal weight portfolio increased exposure to value stocks that outperformed during the quarter.

From a sector perspective, the Fund’s allocation effect was slightly positive, largely driven by overweightings in the Consumer Staples and Energy sectors. The Fund’s stock selection effect was strongly positive. Holdings in the Health Care, Consumer Discretionary, and Industrials sectors contributed the most to relative returns.

Detailed Explanation of Fiscal Year Performance

An overweighting in value stocks helped relative results during the fiscal year. While the Fund’s design doesn’t focus on value or growth, the quarterly rebalancing process used to maintain the Fund’s roughly equal weighting increased the portfolio’s exposure to value stocks that outperformed during the 12-month period. The Fund’s tilt toward more stable, less risky stocks also improved relative results, as lower volatility stocks generally outperformed during the year.

From a sector perspective, the Fund’s allocation effect was negative. An overweighting in the Communication Services sector and an underweighting in the Utilities sector detracted the most from relative performance. In contrast, the Fund’s stock selection effect was positive, largely driven by holdings in the Health Care, Industrials, and Consumer Discretionary sectors.

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.

  44   Annual Report | June 30, 2022

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

			Annualized
CRSP Decile1	Quarter	1 Year	5 Years	10 Years	96.5 Years
1 (ultra-large)	-17.07%	-13.00%	11.97%	13.18%	9.49%
2	-17.31%	-15.64%	9.32%	12.60%	10.51%
3	-17.68%	-22.24%	7.61%	11.22%	10.85%
4	-16.53%	-23.65%	6.14%	10.11%	10.64%
5	-16.85%	-22.55%	5.98%	9.66%	11.12%
6	-17.96%	-30.09%	6.05%	9.72%	11.09%
7	-19.92%	-29.58%	7.87%	11.46%	11.45%
8	-20.11%	-34.65%	1.84%	7.50%	10.97%
9	-18.77%	-30.87%	7.56%	11.00%	11.32%
10 (ultra-small)	-16.71%	-31.94%	7.29%	9.96%	12.97%

1 Performance figures are as of the period ended June 30, 2022. 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.

Contribution to Returns for Blue Chip Fund stocks for the fiscal year June 30, 2022:

Rank	Company	Industry	% Contribution          to Return
1	Pfizer, Inc.	Health Care		0.8	%
2	Exxon Mobil Corp.	Energy		0.8	%
3	Chevron Corp.	Energy		0.7	%
4	UnitedHealth Group, Inc.	Health Care		0.6	%
5	Eli Lilly & Co.	Health Care		0.5	%
6	Merck & Co., Inc.	Health Care		0.5	%
7	Coca-Cola Co. (The)	Consumer Staples		0.4	%
8	PepsiCo, Inc.	Consumer Staples		0.3	%
9	Raytheon Technologies Corp.	Industrials		0.3	%
10	Johnson & Johnson	Health Care		0.2	%
11	McDonald’s Corp.	Consumer Discretionary		0.2	%
12	Procter & Gamble Co. (The)	Consumer Staples		0.2	%
13	Verizon Communications, Inc.	Communication Services		-0.1	%
14	Oracle Corp.	Information Technology		-0.1	%
15	Alphabet, Inc., Class A	Communication Services		-0.2	%
16	Alphabet, Inc., Class C	Communication Services		-0.2	%
17	Home Depot, Inc. (The)	Consumer Discretionary		-0.2	%
18	United Parcel Service, Inc., Class B	Industrials		-0.3	%
19	Mastercard, Inc., Class A	Information Technology		-0.3	%
20	Wells Fargo & Co.	Financials		-0.3	%
21	QUALCOMM, Inc.	Information Technology		-0.3	%
22	Walmart, Inc.	Consumer Staples		-0.3	%
23	Cisco Systems, Inc.	Information Technology		-0.4	%
24	Bank of America Corp.	Financials		-0.5	%
25	Visa, Inc., Class A	Information Technology		-0.6	%
26	Broadcom, Inc.	Information Technology		-0.6	%
27	Comcast Corp., Class A	Communication Services		-0.7	%
28	Tesla, Inc.	Consumer Discretionary		-0.8	%
29	Intel Corp.	Information Technology		-0.8	%
30	JPMorgan Chase & Co.	Financials		-0.9	%
31	Walt Disney Co. (The)	Communication Services		-1.2	%
32	NVIDIA Corp.	Information Technology		-1.2	%
33	Amazon.com, Inc.	Consumer Discretionary		-1.4	%
34	Meta Platforms, Inc., Class A	Communication Services		-2.0	%

bridgewayfunds.com 45

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

Industry Sector Representation as of June 30, 2022

	% of Net Assets			% of S&P 500     Index			Difference
Communication Services		13.3	%		8.9	%		4.4	%
Consumer Discretionary		9.8	%		10.5	%		-0.7	%
Consumer Staples		11.3	%		7.0	%		4.3	%
Energy		6.0	%		4.4	%		1.6	%
Financials		10.5	%		10.8	%		-0.3	%
Health Care		13.0	%		15.1	%		-2.1	%
Industrials		6.5	%		7.8	%		-1.3	%
Information Technology		29.6	%		26.8	%		2.8	%
Materials		0.0	%		2.6	%		-2.6	%
Real Estate		0.0	%		2.9	%		-2.9	%
Utilities		0.0	%		3.1	%		-3.1	%
Cash & Other Assets		0.0	%		0.1	%		-0.1	%
Total		100.0	%		100.0	%

Important Disclosure

The views expressed here are exclusively those of Fund management. These views, including those concerning 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, June 30, 2022, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not 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

  46   Annual Report | June 30, 2022

Blue Chip Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
COMMON STOCKS - 100.02%
Communication Services - 13.33%
Alphabet, Inc., Class A*		2,810	$	6,123,721
Alphabet, Inc., Class C*		2,819		6,166,421
Comcast Corp., Class A		197,800		7,761,672
Meta Platforms, Inc., Class A*		47,600		7,675,500
Verizon Communications, Inc.		152,339		7,731,204
Walt Disney Co. (The)*		84,900		8,014,560
				43,473,078
Consumer Discretionary - 9.77%
Amazon.com, Inc.*		76,600		8,135,686
Home Depot, Inc. (The)		28,150		7,720,701
McDonald’s Corp.		32,800		8,097,664
Tesla, Inc.*		11,750		7,912,685
				31,866,736
Consumer Staples - 11.32%
Coca-Cola Co. (The)		127,714		8,034,488
PepsiCo, Inc.		48,075		8,012,179
Procter & Gamble Co. (The)		91,056		13,092,942
Walmart, Inc.		64,169		7,801,667
				36,941,276
Energy - 6.02%
Chevron Corp.		80,245		11,617,871
Exxon Mobil Corp.		93,837		8,036,201
				19,654,072
Financials - 10.53%
Bank of America Corp.		255,708		7,960,190
Berkshire Hathaway, Inc., Class B*		28,500		7,781,070
JPMorgan Chase & Co.		96,395		10,855,041
Wells Fargo & Co.		198,319		7,768,155
				34,364,456
Health Care - 12.97%
Eli Lilly & Co.		31,950		10,359,149
Johnson & Johnson		45,112		8,007,831
Merck & Co., Inc.		87,385		7,966,890
Pfizer, Inc.		152,624		8,002,076
UnitedHealth Group, Inc.		15,550		7,986,947
				42,322,893

Industry Company	Shares		Value
Industrials - 6.49%
Raytheon Technologies
Corp.		83,960	$	8,069,396
United Parcel Service, Inc., Class B		71,763		13,099,618
				21,169,014
Information Technology - 29.59%
Apple, Inc.		90,650		12,393,668
Broadcom, Inc.		16,400		7,967,284
Cisco Systems, Inc.		186,608		7,956,965
Intel Corp.		212,693		7,956,845
Mastercard, Inc., Class A		24,300		7,666,164
Microsoft Corp.		48,595		12,480,654
NVIDIA Corp.		52,450		7,950,895
Oracle Corp.		111,213		7,770,452
QUALCOMM, Inc.		88,450		11,298,603
Visa, Inc., Class A		66,450		13,083,341
				96,524,871
TOTAL COMMON STOCKS - 100.02%				326,316,396
(Cost $160,380,194)
TOTAL INVESTMENTS - 100.02%			$	326,316,396
(Cost $160,380,194)
Liabilities in Excess of Other Assets - (0.02%)				(76,056)
NET ASSETS - 100.00%			$	326,240,340

* Non-income producing security.

Summary of inputs used to value the Fund’s investments as of 6/30/2022:

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)		$326,316,396		$–		$–		$326,316,396
TOTAL		$326,316,396		$–		$–		$326,316,396

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

See Notes to Financial Statements.

bridgewayfunds.com 47

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited)

June 30, 2022

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended June 30, 2022, our Fund returned -6.40%, outperforming our primary market benchmark, the S&P 500 Index (-16.10%). The Fund performed in line with its design during the quarter.

For the fiscal year, our Fund returned -7.62%, outperforming the S&P 500 Index (-10.62%).

The table below presents our June quarter, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of June 30, 2022
					Annualized
	Quarter		1 Year		5 Years		10 Years		15 Years		Since   Inception   (6/30/01)
Managed Volatility Fund		-6.40%		-7.62%		3.93%		4.28%		3.15%		3.92%
S&P 500 Index		-16.10%		-10.62%		11.31%		12.96%		8.54%		7.61%

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. It is not possible to invest directly in an index. Periods longer than one year are annualized.

  48   Annual Report | June 30, 2022

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

Growth of a $10,000 Investment

from Inception June 30, 2001 to June 30, 2022

Detailed Explanation of Quarterly Performance

The Fund met its design objective by partially cushioning the market’s decline during the quarter. The Fund had an annualized standard deviation of 13.79% during the quarter, which was 51% lower than the S&P 500’s annualized standard deviation of 28.15% during the same period.

The portfolio’s futures component added to the Fund’s results, returning 2.9%. The portfolio’s equities component detracted from the Fund’s absolute performance, returning -8.7%, but outperformed the benchmark’s quarterly return. The portfolio’s options and fixed income components also detracted from the Fund’s results, returning -0.3% and -0.2%, respectively.

Detailed Explanation of Fiscal Year Performance

For the fiscal year, the Managed Volatility Fund outperformed the S&P 500 Index. The Fund had an annualized standard deviation of 9.23%, which was 54% lower than the S&P 500’s annualized standard deviation of 20.10% during the 12-month period.

The portfolio’s options component added to the Fund’s performance, returning 1.2%. The portfolio’s equities component detracted from absolute results, returning -7.1%, but outperformed the benchmark’s 12-month return. The portfolio’s fixed income and futures components detracted from the Fund’s results, returning -1.1% and 0.9%, respectively.

The Fund continues to perform as designed, particularly over longer time horizons. For the past 10 years and since inception, the Fund has captured roughly 33% and 52%, respectively, of the S&P 500 Index’s return. The Fund’s annualized standard deviation has been about 58% lower than the index’s for the last 10 years, and 56% lower since inception.

bridgewayfunds.com 49

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

Top Ten Holdings as of June 30, 2022

Rank	Description	Industry	% of Net Assets
1	UnitedHealth Group, Inc.	Health Care	3.2%
2	Apple, Inc.	Information Technology	3.0%
3	Microsoft Corp.	Information Technology	2.5%
4	Amazon.com, Inc.	Consumer Discretionary	1.9%
5	Alphabet, Inc., Class C	Communication Services	1.6%
6	Alphabet, Inc., Class A	Communication Services	1.6%
7	McDonald’s Corp.	Consumer Discretionary	1.6%
8	Texas Instruments, Inc.	Information Technology	1.2%
9	Mastercard, Inc., Class A	Information Technology	1.2%
10	Walmart, Inc.	Consumer Staples	1.1%
	Total		18.9%

Industry Sector Representation as of June 30, 2022

Asset Type	% of Net   Assets
Common Stock	56.5%
Communication Services	4.8%
Consumer Discretionary	6.6%
Consumer Staples	4.2%
Energy	2.2%
Financials	5.5%
Health Care	9.0%
Industrials	4.0%
Information Technology	15.3%
Materials	2.4%
Real Estate	1.1%
Utilities	1.4%
U.S. Government Obligations	20.9%
Call Options Written	-1.1%
Put Options Written	-1.8%
Money Market Fund	16.8%
Cash & Other Assets	8.7%
Total	100%

Important Disclosure

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, June 30, 2022, 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

  50   Annual Report | June 30, 2022

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 51

Managed Volatility Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
COMMON STOCKS - 56.48%
Communication Services - 4.80%
Alphabet, Inc., Class A*		210	$	457,645
Alphabet, Inc., Class C*		210		459,365
AT&T, Inc.		2,240		46,950
Comcast Corp., Class A		600		23,544
Meta Platforms, Inc., Class A*		400		64,500
Omnicom Group, Inc.#		600		38,166
Verizon Communications, Inc.#		4,400		223,300
Walt Disney Co. (The)*		565		53,336
Warner Bros Discovery, Inc.*		541		7,260
				1,374,066
Consumer Discretionary - 6.65%
Amazon.com, Inc.*#		5,200		552,292
AutoZone, Inc.*		100		214,912
Dollar General Corp.		300		73,632
eBay, Inc.#		500		20,835
Ford Motor Co.#		2,500		27,825
McDonald’s Corp.#		1,800		444,384
NIKE, Inc., Class B#		600		61,320
Ross Stores, Inc.		500		35,115
Starbucks Corp.#		400		30,556
Target Corp.		300		42,369
Tesla, Inc.*		200		134,684
Whirlpool Corp.#		1,500		232,305
Yum! Brands, Inc.		300		34,053
				1,904,282
Consumer Staples - 4.21%
Archer-Daniels-Midland Co.		400		31,040
Coca-Cola Co. (The)		500		31,455
Colgate-Palmolive Co.		400		32,056
Constellation Brands, Inc., Class A#		500		116,530
Costco Wholesale Corp.#		400		191,712
General Mills, Inc.#		500		37,725
J M Smucker Co. (The)		400		51,204
Kimberly-Clark Corp.#		600		81,090
Kroger Co. (The)#		800		37,864
Mondelez International, Inc., Class A#		700		43,463
PepsiCo, Inc.#		900		149,994
Procter & Gamble Co. (The)#		600		86,274
Walmart, Inc.#		2,600		316,108
				1,206,515

Industry Company	Shares		Value
Energy - 2.17%
Chevron Corp.#		798	$	115,534
ConocoPhillips#		1,187		106,605
EOG Resources, Inc.#		500		55,220
Exxon Mobil Corp.		900		77,076
Kinder Morgan, Inc.		800		13,408
Marathon Petroleum Corp.#		1,200		98,652
Occidental Petroleum Corp.#		360		21,197
Phillips 66		593		48,620
Pioneer Natural Resources Co.		100		22,308
Schlumberger NV		600		21,456
Valero Energy Corp.		400		42,512
				622,588
Financials - 5.48%
Ally Financial, Inc.#		1,000		33,510
American Express Co.		300		41,586
Aon PLC, Class A		100		26,968
Bank of America Corp.		400		12,452
Berkshire Hathaway, Inc., Class B*#		760		207,495
BlackRock, Inc.		100		60,904
Capital One Financial Corp.		200		20,838
Charles Schwab Corp. (The)		800		50,544
Chubb, Ltd.		461		90,623
Citigroup, Inc.#		3,310		152,227
Comerica, Inc.		300		22,014
Goldman Sachs Group, Inc. (The)		200		59,404
Huntington Bancshares, Inc.		3,200		38,496
JPMorgan Chase & Co.#		1,000		112,610
KeyCorp.		3,300		56,859
Marsh & McLennan Cos., Inc.		400		62,100
Morgan Stanley#		800		60,848
PNC Financial Services Group, Inc. (The)		500		78,885
Progressive Corp. (The)		420		48,834
S&P Global, Inc.		400		134,824
T Rowe Price Group, Inc.		200		22,722
Truist Financial Corp.		300		14,229
U.S. Bancorp#		1,900		87,438
Wells Fargo & Co.#		1,871		73,287
				1,569,697

  52   Annual Report | June 30, 2022

Managed Volatility Fund
SCHEDULE OF INVESTMENTS  (continued)
Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care - 9.03%
Abbott Laboratories#		700	$	76,055
AbbVie, Inc.#		1,859		284,724
Amgen, Inc.#		500		121,650
Baxter International, Inc.		300		19,269
Becton Dickinson & Co.		173		42,650
Biogen, Inc.*		200		40,788
Bristol-Myers Squibb Co.		1,079		83,083
Cigna Corp.		299		78,792
CVS Health Corp.		400		37,064
Danaher Corp.		200		50,704
DaVita, Inc.*#		400		31,984
Elevance Health, Inc.		200		96,516
Embecta Corp.*		34		861
Gilead Sciences, Inc.		400		24,724
Johnson & Johnson		500		88,755
Medtronic PLC		400		35,900
Merck & Co., Inc.#		1,700		154,989
Pfizer, Inc.#		1,700		89,131
Stryker Corp.		160		31,829
Thermo Fisher Scientific, Inc.#		500		271,640
UnitedHealth Group, Inc.#		1,800		924,534
				2,585,642
Industrials - 3.97%
3M Co.#		500		64,705
Carrier Global Corp.		540		19,256
Emerson Electric Co.		400		31,816
FedEx Corp.#		600		136,026
Honeywell International, Inc.		600		104,286
Ingersoll Rand, Inc.		16		673
Johnson Controls
International PLC		954		45,678
L3Harris Technologies, Inc.		200		48,340
Lockheed Martin Corp.		270		116,089
Northrop Grumman Corp.		400		191,428
Otis Worldwide Corp.		270		19,081
Raytheon Technologies Corp.#		1,240		119,177
Trane Technologies PLC		200		25,974
Trex Co., Inc.*#		1,000		54,420
Union Pacific Corp.		300		63,984
United Parcel Service, Inc., Class B		100		18,254
Waste Management, Inc.		500		76,490
				1,135,677
Information Technology - 15.32%
Adobe, Inc.*#		600		219,636

Industry Company	Shares		Value
Information Technology (continued)
Analog Devices, Inc.#		1,700	$	248,353
Apple, Inc.#		6,400		875,008
Applied Materials, Inc.#		1,100		100,078
Broadcom, Inc.		160		77,730
Cisco Systems, Inc.#		2,000		85,280
Cognizant Technology
Solutions Corp., Class A#		700		47,243
HP, Inc.#		2,000		65,560
Intel Corp.#		2,300		86,043
International Business
Machines Corp.		200		28,238
Intuit, Inc.		200		77,088
Juniper Networks, Inc.		600		17,100
Mastercard, Inc., Class A#		1,100		347,028
Micron Technology, Inc.#		2,100		116,088
Microsoft Corp.#		2,800		719,124
NVIDIA Corp.#		1,200		181,908
Oracle Corp.#		860		60,088
Palo Alto Networks, Inc.*#		300		148,182
PayPal Holdings, Inc.*#		800		55,872
QUALCOMM, Inc.#		1,800		229,932
Salesforce, Inc.*#		700		115,528
Texas Instruments, Inc.#		2,270		348,785
Trade Desk, Inc. (The), Class A*#		500		20,945
Visa, Inc., Class A#		600		118,134
				4,388,971
Materials - 2.36%
Berry Global Group, Inc.*#		2,500		136,600
Corteva, Inc.		33		1,787
Crown Holdings, Inc.#		1,000		92,170
Dow, Inc.#		4,533		233,948
DuPont de Nemours, Inc.		400		22,232
Ecolab, Inc.		200		30,752
Linde PLC		300		86,259
Sherwin-Williams Co. (The)		100		22,391
United States Steel Corp.#		700		12,537
West Fraser Timber Co., Ltd.#		500		38,365
				677,041
Real Estate - 1.12%
American Tower Corp.		300		76,677
Crown Castle International Corp.#		500		84,190
Equinix, Inc.		40		26,281

bridgewayfunds.com 53

Managed Volatility Fund
SCHEDULE OF INVESTMENTS  (continued)
Showing percentage of net assets as of June 30, 2022

Industry Company			Shares		Value
Common Stocks (continued)
Real Estate (continued)
Prologis, Inc.				500	$	58,825
Public Storage				100		31,267
SBA Communications Corp.				50		16,002
Welltower, Inc.				200		16,470
Weyerhaeuser Co.				300		9,936
						319,648
Utilities - 1.37%
American Electric Power Co., Inc.				400		38,376
Dominion Energy, Inc.				1,020		81,406
Duke Energy Corp.				383		41,062
NextEra Energy, Inc.#				2,500		193,650
Sempra Energy				130		19,535
Xcel Energy, Inc.				240		16,982
						391,011
TOTAL COMMON STOCKS - 56.48%						16,175,138
(Cost $9,823,303)
Due Date	Discount Rate or Coupon Rate(a)		Principal Amount		Value
U.S. GOVERNMENT OBLIGATIONS - 20.91%
U.S. Treasury Bills - 20.91%
07/28/2022		0.520%	$	2,000,000		1,998,552
08/11/2022		0.830%		2,000,000		1,996,956
08/25/2022		0.360%		1,000,000		997,735
09/22/2022		0.810%		1,000,000		996,265
TOTAL U.S. GOVERNMENT OBLIGATIONS - 20.91%						5,989,508
(Cost $5,991,145)
	Rate^		Shares		Value
MONEY MARKET FUND - 16.76%
Fidelity Investments Money
Market Government
Portfolio Class I		1.21%		4,800,457		4,800,457
TOTAL MONEY MARKET FUND - 16.76%						4,800,457
(Cost $4,800,457)
TOTAL INVESTMENTS BEFORE
OPTIONS WRITTEN - 94.15%						26,965,103
(Cost $20,614,905)

	Value
WRITTEN OPTIONS - (2.90%)
TOTAL WRITTEN OPTIONS - (2.90%)	$	(830,991	)
(Premiums Received $(849,216))
TOTAL INVESTMENTS - 91.25%	$	26,134,112
(Cost $19,765,689)
Other Assets in Excess of Liabilities - 8.75%		2,504,941
NET ASSETS - 100.00%	$	28,639,053

* 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 June 30, 2022.

PLC - Public Limited Company

  54   Annual Report | June 30, 2022

Managed Volatility Fund
SCHEDULE OF INVESTMENTS  (continued)
Showing percentage of net assets as of June 30, 2022

Description	Number of Contracts		Notional Amount				Exercise Price			Expiration Date		Value
EXCHANGE TRADED PUT OPTIONS WRITTEN - (1.83%)
3M Co.		15		$	(194,115	)		$	125.00		10/21/22		$	(9,600	)
Advanced Micro Devices, Inc.		52			(397,644	)			75.00		10/21/22			(43,680	)
Amazon.com, Inc.		30			(318,630	)			100.00		10/21/22			(23,250	)
Apple, Inc.		36			(492,192	)			150.00		10/21/22			(65,160	)
Autodesk, Inc.		17			(292,332	)			170.00		10/21/22			(27,200	)
Cheniere Energy, Inc.		30			(399,090	)			130.00		09/16/22			(28,020	)
Cheniere Energy, Inc.		10			(133,030	)			125.00		10/21/22			(8,600	)
Darden Restaurants, Inc.		5			(56,560	)			130.00		07/15/22			(9,450	)
Datadog, Inc., Class A		30			(285,720	)			95.00		10/21/22			(47,100	)
Dell Technologies, Inc., Class C		65			(300,365	)			45.00		10/21/22			(22,425	)
General Mills, Inc.		33			(248,985	)			65.00		10/21/22			(4,026	)
General Mills, Inc.		10			(75,450	)			70.00		07/15/22			(300	)
Globant SA		16			(278,400	)			180.00		08/19/22			(32,800	)
Mastercard, Inc., Class A		4			(126,192	)			335.00		09/16/22			(12,700	)
McKesson Corp.		10			(326,210	)			300.00		08/19/22			(6,200	)
MetLife, Inc.		50			(313,950	)			60.00		09/16/22			(14,000	)
Nucor Corp.		20			(208,820	)			100.00		10/21/22			(20,500	)
Nucor Corp.		6			(62,646	)			110.00		10/21/22			(9,000	)
NVIDIA Corp.		20			(303,180	)			150.00		10/21/22			(36,320	)
Occidental Petroleum Corp.		25			(147,200	)			65.00		09/16/22			(26,800	)
Occidental Petroleum Corp.		15			(88,320	)			62.50		09/16/22			(13,575	)
Penske Automotive Group, Inc.		22			(230,318	)			105.00		10/21/22			(24,200	)
PepsiCo, Inc.		15			(249,990	)			155.00		10/21/22			(6,405	)
Prudential Financial, Inc.		20			(191,360	)			90.00		09/16/22			(7,800	)
Steel Dynamics, Inc.		30			(198,450	)			70.00		08/19/22			(21,810	)
Sysco Corp.		25			(211,775	)			75.00		08/19/22			(3,400	)
United States Steel Corp.		10			(17,910	)			15.00		10/21/22			(1,360	)
Total Exchange Traded Put Options Written (Premiums Received $(508,361))													$	(525,681	)

bridgewayfunds.com 55

Managed Volatility Fund
SCHEDULE OF INVESTMENTS  (continued)
Showing percentage of net assets as of June 30, 2022

Description	Number of Contracts		Notional Amount				Exercise Price			Expiration Date		Value
EXCHANGE TRADED CALL OPTIONS WRITTEN - (1.07%)
Abbott Laboratories		2		$	(21,730	)		$	120.00		08/19/22		$	(170	)
AbbVie, Inc.		6			(91,896	)			140.00		08/19/22			(8,592	)
Adobe, Inc.		2			(73,212	)			370.00		10/21/22			(6,890	)
Ally Financial, Inc.		10			(33,510	)			35.00		09/16/22			(2,150	)
Amazon.com, Inc.		20			(212,420	)			110.00		08/19/22			(12,580	)
Amgen, Inc.		2			(48,660	)			260.00		09/16/22			(610	)
Analog Devices, Inc.		15			(219,135	)			150.00		09/16/22			(12,000	)
Apple, Inc.		20			(273,440	)			170.00		07/15/22			(40	)
Applied Materials, Inc.		3			(27,294	)			120.00		07/15/22			(9	)
Berkshire Hathaway, Inc., Class B		2			(54,604	)			270.00		09/16/22			(2,900	)
Berry Global Group, Inc.		19			(103,816	)			52.50		09/16/22			(10,830	)
Berry Global Group, Inc.		6			(32,784	)			57.50		09/16/22			(1,770	)
Chevron Corp.		3			(43,434	)			160.00		10/21/22			(1,848	)
Cisco Systems, Inc.		6			(25,584	)			45.00		10/21/22			(966	)
Citigroup, Inc.		28			(128,772	)			52.50		07/15/22			(252	)
Cognizant Technology Solutions Corp., Class A		3			(20,247	)			87.50		07/15/22			(15	)
ConocoPhillips		4			(35,924	)			115.00		08/19/22			(240	)
Constellation Brands, Inc., Class A		2			(46,612	)			250.00		07/15/22			(140	)
Costco Wholesale Corp.		2			(95,856	)			455.00		10/21/22			(9,830	)
Crown Castle International Corp.		2			(33,676	)			175.00		07/15/22			(280	)
Crown Holdings, Inc.		5			(46,085	)			100.00		10/21/22			(2,150	)
DaVita, Inc.		2			(15,992	)			120.00		07/15/22			(10	)
Dow, Inc.		30			(154,830	)			57.50		09/16/22			(3,480	)
Dow, Inc.		6			(30,966	)			60.00		09/16/22			(414	)
eBay, Inc.		2			(8,334	)			55.00		07/15/22			(6	)
EOG Resources, Inc.		2			(22,088	)			123.20		07/15/22			(180	)
FedEx Corp.		3			(68,013	)			230.00		10/21/22			(5,400	)
Ford Motor Co.		9			(10,017	)			13.00		09/16/22			(315	)
HP, Inc.		6			(19,668	)			35.00		09/16/22			(972	)
Intel Corp.		7			(26,187	)			40.00		10/21/22			(1,218	)
Johnson Controls International PLC		3			(14,364	)			65.00		07/15/22			(30	)
JPMorgan Chase & Co.		3			(33,783	)			115.00		10/21/22			(1,935	)
Kimberly-Clark Corp.		3			(40,545	)			125.00		10/21/22			(4,050	)
Kroger Co. (The)		3			(14,199	)			60.00		07/15/22			(3	)
Marathon Petroleum Corp.		5			(41,105	)			87.50		07/15/22			(670	)
Mastercard, Inc., Class A		5			(157,740	)			320.00		10/21/22			(11,625	)
Mastercard, Inc., Class A		2			(63,096	)			310.00		10/21/22			(5,970	)
McDonald’s Corp.		13			(320,944	)			240.00		09/16/22			(19,045	)
Merck & Co., Inc.		5			(45,585	)			85.00		10/21/22			(4,575	)
Micron Technology, Inc.		7			(38,696	)			72.50		09/16/22			(497	)
Microsoft Corp.		9			(231,147	)			260.00		09/16/22			(12,780	)
Mondelez International, Inc., Class A		3			(18,627	)			60.00		09/16/22			(1,290	)
Morgan Stanley		3			(22,818	)			82.50		09/16/22			(717	)
NextEra Energy, Inc.		7			(54,222	)			72.50		09/16/22			(5,320	)
NIKE, Inc., Class B		3			(30,660	)			130.00		07/15/22			(9	)
Omnicom Group, Inc.		3			(19,083	)			80.00		07/15/22			(15	)
Oracle Corp.		3			(20,961	)			70.00		09/16/22			(1,215	)

  56   Annual Report | June 30, 2022

Managed Volatility Fund
SCHEDULE OF INVESTMENTS  (continued)
Showing percentage of net assets as of June 30, 2022

Description	Number of Contracts		Notional Amount				Exercise Price			Expiration Date		Value
Exchange Traded Call Options Written (continued)
Palo Alto Networks, Inc.		3		$	(148,182	)		$	500.00		09/16/22		$	(12,600	)
PayPal Holdings, Inc.		3			(20,952	)			110.00		07/15/22			(6	)
PepsiCo, Inc.		3			(49,998	)			160.00		10/21/22			(3,855	)
Pfizer, Inc.		5			(26,215	)			50.00		09/16/22			(2,075	)
Procter & Gamble Co. (The)		2			(28,758	)			135.00		10/21/22			(2,770	)
QUALCOMM, Inc.		6			(76,644	)			135.00		08/19/22			(3,780	)
Raytheon Technologies Corp.		4			(38,444	)			95.00		09/16/22			(2,220	)
Salesforce, Inc.		3			(49,512	)			160.00		09/16/22			(4,860	)
Starbucks Corp.		3			(22,917	)			75.00		10/21/22			(1,995	)
Texas Instruments, Inc.		18			(276,570	)			155.00		10/21/22			(18,810	)
Thermo Fisher Scientific, Inc.		2			(108,656	)			510.00		09/16/22			(11,120	)
Trade Desk, Inc. (The), Class A		5			(20,945	)			70.00		07/15/22			(35	)
Trex Co., Inc.		10			(54,420	)			65.00		07/15/22			(200	)
U.S. Bancorp		6			(27,612	)			47.50		10/21/22			(1,530	)
UnitedHealth Group, Inc.		10			(513,630	)			470.00		09/16/22			(60,300	)
Verizon Communications, Inc.		35			(177,625	)			52.50		10/21/22			(4,270	)
Visa, Inc., Class A		3			(59,067	)			215.00		07/15/22			(126	)
Walmart, Inc.		22			(267,476	)			125.00		09/16/22			(9,350	)
Wells Fargo & Co.		6			(23,502	)			40.00		10/21/22			(1,830	)
West Fraser Timber Co., Ltd.		5			(38,365	)			90.00		08/19/22			(375	)
Whirlpool Corp.		15			(232,305	)			175.00		09/16/22			(7,200	)
Total Exchange Traded Call Options Written (Premiums Received $(340,855))													$	(305,310	)

bridgewayfunds.com 57

Managed Volatility Fund
SCHEDULE OF INVESTMENTS  (continued)

Summary of inputs used to value the Fund’s investments as of 6/30/2022:

			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)		$16,175,138		$–		$–		$16,175,138
U.S. Government Obligations		–		5,989,508		–		5,989,508
Money Market Fund		4,800,457		–		–		4,800,457
TOTAL		$20,975,595		$5,989,508		$–		$26,965,103
			Liabilities Table
			Valuation Inputs
			Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Written Options		$(636,405)		$(194,586)		$–		$(830,991)
TOTAL		$(636,405)		$(194,586)		$–		$(830,991)

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

See Notes to Financial Statements.

  58   Annual Report | June 30, 2022

THIS PAGE INTENTIONALLY LEFT BLANK

bridgewayfunds.com 59

STATEMENTS OF ASSETS AND LIABILITIES

June 30, 2022

ASSETS	Aggressive Investors 1			Ultra-Small Company
Investments at value(c)	$	138,758,312		$	85,963,017
Cash		–			–
Receivables:
Portfolio securities sold		–			1,028,795
Fund shares sold		2,336			340
Dividends and interest		76,352			32,129
Receivable from investment adviser		1,650			–
Deposits with brokers for future contracts		–			–
Prepaid expenses		26,614			10,703
Total assets		138,865,264			87,034,984
LIABILITIES
Payables:
Due to Broker (Options)		–			–
Portfolio securities purchased		–			883,933
Fund shares redeemed		8,000			–
Due to custodian		–			–
Loan payable		–			–
Payable upon return of securities loaned		3,246,864			7,540,408
Accrued Liabilities:
Investment adviser fees		–			60,152
Administration fees		507			248
Directors’ fees		636			482
Other		99,409			62,249
Put options written at value		–			–
Call options written at value		–			–
Total liabilities		3,355,416			8,547,472
NET ASSETS	$	135,509,848		$	78,487,512
NET ASSETS REPRESENT
Paid-in capital	$	150,410,637		$	72,260,852
Distributable earnings		(14,900,789	)		6,226,660
NET ASSETS	$	135,509,848		$	78,487,512
Shares of common stock outstanding of $.001 par value(a)		2,352,061			2,678,055
Net asset value, offering price and redemption price per share	$	57.61		$	29.31
Total investments at cost	$	151,144,408		$	85,585,768
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.

(c) Includes investments purchased with cash collateral for security lending, see Note 2.

See Notes to Financial Statements.

  60   Annual Report | June 30, 2022

Ultra-Small Company Market			Small-Cap Value			Blue Chip		Managed Volatility
$	211,614,875		$	444,095,525		$	326,316,396	$	26,965,103
	–			–			–		45
	178,431			2,213,666			13,567,554		2,624,095
	63,958			843,738			8,180		–
	283,496			386,347			138,456		11,639
	–			–			3,417		–
	–			–			–		1,731,190
	31,101			67,325			44,016		15,546
	212,171,861			447,606,601			340,078,019		31,347,618
	–			–			–		1,755,314
	1,050,132			–			13,310,143		59,430
	89,635			3,608,987			179,645		–
	–			–			189,883		–
	–			3,894,000			–		–
	21,512,037			16,945,601			–		–
	70,722			255,394			–		6,297
	631			1,611			1,412		124
	1,493			654			1,671		171
	143,475			187,708			154,925		56,238
	–			–			–		525,681
	–			–			–		305,310
	22,868,125			24,893,955			13,837,679		2,708,565
$	189,303,736		$	422,712,646		$	326,240,340	$	28,639,053
$	207,050,270		$	443,472,531		$	116,198,040	$	21,029,626
	(17,746,534	)		(20,759,885	)		210,042,300		7,609,427
$	189,303,736		$	422,712,646		$	326,240,340	$	28,639,053
	17,471,855			12,892,752			26,851,745		1,828,871
$	10.83	(b)	$	32.79		$	12.15	$	15.66
$	233,298,355		$	462,132,448		$	160,380,194	$	20,614,905
$	–		$	–		$	–	$	508,361
$	–		$	–		$	–	$	340,855

bridgewayfunds.com 61

STATEMENTS OF OPERATIONS

Year Ended June 30, 2022

	Aggressive Investors 1			Ultra-Small Company
INVESTMENT INCOME
Dividends	$	2,313,098		$	1,275,527
Less: foreign taxes withheld		(90,461	)		–
Interest		583			773
Securities lending		64,795			280,845
Total Investment Income		2,288,015			1,557,145
EXPENSES
Investment advisory fees - Base fees		1,601,479			848,730
Investment advisory fees - Performance adjustment		(1,339,645	)		–
Administration fees		7,384			3,918
Accounting fees		66,307			57,962
Transfer agent fees		104,249			52,236
Audit fees		19,400			16,100
Legal fees		16,288			8,773
Custody fees		7,636			13,544
Blue sky fees		24,457			10,705
Directors’ and officers’ fees		18,033			9,828
Shareholder servicing fees		102,158			29,691
Reports to shareholders		27,477			19,107
Insurance expenses		13,045			7,183
Miscellaneous expenses		17,903			9,951
Total Expenses		686,171			1,087,728
Less investment advisory fees waived and other expenses reimbursed		–			–
Net Expenses		686,171			1,087,728
NET INVESTMENT INCOME (LOSS)		1,601,844			469,417
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		4,550,438			21,533,226
Foreign Currency Transactions		(684	)		–
Written options		–			–
Futures contracts		–			–
Net Realized Gain		4,549,754			21,533,226
Change in Unrealized Appreciation (Depreciation) on:
Investments		(48,935,355	)		(44,067,784	)
Foreign Currency Transactions		(73	)		–
Written options		–			–
Net Change in Unrealized Appreciation (Depreciation)		(48,935,428	)		(44,067,784	)
Net Realized and Unrealized Loss on Investments		(44,385,674	)		(22,534,558	)
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(42,783,830	)	$	(22,065,141	)

See Notes to Financial Statements.

  62   Annual Report | June 30, 2022

Ultra-Small Company Market			Small-Cap Value			Blue Chip			Managed Volatility
$	3,013,309		$	5,398,507		$	7,956,717		$	262,945
	–			(13,225	)		–			(23	)
	4,312			2,908			220			19,339
	1,286,845			54,663			–			–
	4,304,466			5,442,853			7,956,937			282,261
	1,348,856			2,609,752			324,109			196,814
	–			52,756			–			–
	11,217			17,936			16,808			1,363
	87,713			97,275			93,261			52,859
	140,545			136,913			94,140			37,580
	27,500			21,100			29,400			18,100
	27,357			31,748			36,628			2,979
	35,481			30,988			11,249			6,268
	73,812			78,296			35,312			24,609
	28,708			43,486			40,412			3,380
	229,532			385,972			107,707			22,765
	40,200			64,727			86,147			15,535
	24,913			16,145			31,211			2,451
	24,378			33,935			36,737			6,328
	2,100,212			3,621,029			943,121			391,031
	(76,926)			–			(335,376	)		(81,991	)
	2,023,286			3,621,029			607,745			309,040
	2,281,180			1,821,824			7,349,192			(26,779	)
	44,920,024			8,063,222			63,077,617			(581,811	)
	–			–			–			–
	–			–			–			1,493,467
	–			–			–			386,866
	44,920,024			8,063,222			63,077,617			1,298,522
	(140,034,510)			(56,619,680	)		(100,719,791	)		(3,524,246	)
	–			–			–			–
	–			–			–			(84,203	)
	(140,034,510)			(56,619,680	)		(100,719,791	)		(3,608,449	)
	(95,114,486)			(48,556,458	)		(37,642,174	)		(2,309,927	)
$	(92,833,306	)	$	(46,734,634	)	$	(30,292,982	)	$	(2,336,706	)

bridgewayfunds.com 63

STATEMENTS OF CHANGES IN NET ASSETS

	Aggressive Investors 1						Ultra-Small Company
	Year Ended June 30,						Year Ended June 30,
	2022			2021			2022			2021
OPERATIONS
Net investment income	$	1,601,844		$	2,058,593		$	469,417		$	389,299
Net realized gain on investments		4,549,754			27,414,505			21,533,226			9,796,782
Net change in unrealized appreciation (depreciation) on investments		(48,935,428	)		34,799,004			(44,067,784	)		50,056,987
Net increase (decrease) in net assets resulting from operations		(42,783,830	)		64,272,102			(22,065,141	)		60,243,068
DISTRIBUTIONS:
From net investment income and net realized gains		(16,041,315	)		(1,732,414	)		(18,903,156	)		–
Net decrease in net assets from distributions		(16,041,315	)		(1,732,414	)		(18,903,156	)		–
SHARE TRANSACTIONS:
Proceeds from sale of shares		2,952,377			2,136,945			1,195,128			1,088,923
Proceeds from shares issued in connection with acquisition from Plan of Reorganization(a)		–			–			–			–
Reinvestment of distributions		15,459,881			1,638,001			17,262,121			–
Cost of shares redeemed		(14,325,323	)		(18,794,352	)		(8,593,146	)		(9,251,627	)
Redemption fees		–			–			–			–
Net increase (decrease) in net assets resulting from share transactions		4,086,935			(15,019,406	)		9,864,103			(8,162,704	)
Net increase (decrease) in net assets		(54,738,210	)		47,520,282			(31,104,194	)		52,080,364
NET ASSETS:
Beginning of year		190,248,058			142,727,776			109,591,706			57,511,342
End of year	$	135,509,848		$	190,248,058		$	78,487,512		$	109,591,706
SHARES ISSUED & REDEEMED
Issued		37,715			29,281			34,955			40,314
Shares issued in reorganization		–			–			–			–
Distributions reinvested		200,674			23,370			526,927			–
Redeemed		(189,203	)		(272,131	)		(242,903	)		(287,845	)
Net increase (decrease)		49,186			(219,480	)		318,979			(247,531	)
Outstanding at beginning of year		2,302,875			2,522,355			2,359,076			2,606,607
Outstanding at end of year		2,352,061			2,302,875			2,678,055			2,359,076

(a) See Note 9 - Reorganization in the Notes to Financial Statements.

See Notes to Financial Statements.

  64   Annual Report | June 30, 2022

Ultra-Small Company Market					Small-Cap Value
Year Ended June 30,					Year Ended June 30,
2022		2021			2022			2021
$	2,281,180	$	1,998,880		$	1,821,824		$	378,966
	44,920,024		19,005,394			8,063,222			12,764,810
	(140,034,510)		124,778,419			(56,619,680	)		35,004,764
	(92,833,306)		145,782,693			(46,734,634	)		48,148,540
	(53,624,949)		(6,648,679	)		(18,530,494	)		(341,445	)
	(53,624,949)		(6,648,679	)		(18,530,494	)		(341,445	)
	64,813,031		167,302,221			486,184,203			256,235,664
	–		–			31,498,261			–
	50,228,114		6,293,685			17,763,527			323,105
	(166,278,783)		(76,694,671	)		(338,154,556	)		(43,730,499	)
	484,129		426,353			–			–
	(50,753,509)		97,327,588			197,291,435			212,828,270
	(197,211,764)		236,461,602			132,026,307			260,635,365
	386,515,500		150,053,898			290,686,339			30,050,974
$	189,303,736	$	386,515,500		$	422,712,646		$	290,686,339
	4,188,288		9,117,423			13,083,837			7,480,642
	–		–			870,985			–
	3,734,432		455,404			486,768			13,808
	(10,161,577)		(4,934,214	)		(9,514,667	)		(1,347,670	)
	(2,238,857)		4,638,613			4,926,923			6,146,780
	19,710,712		15,072,099			7,965,829			1,819,049
	17,471,855		19,710,712			12,892,752			7,965,829

bridgewayfunds.com 65

STATEMENT OF CHANGES IN NET ASETS (continued)  

	Blue Chip						Managed Volatility
	Year Ended June 30,						Year Ended June 30,
	2022			2021			2022			2021
OPERATIONS
Net investment income (loss)	$	7,349,192		$	9,374,239		$	(26,779	)	$	(21,885	)
Net realized gain on investments		63,077,617			98,537,719			1,298,522			711,589
Net change in unrealized appreciation (depreciation) on investments		(100,719,791	)		40,856,217			(3,608,449	)		3,839,812
Net increase (decrease) in net assets resulting from operations		(30,292,982	)		148,768,175			(2,336,706	)		4,529,516
DISTRIBUTIONS:
From net investment income and net realized gains		(68,208,154	)		(91,100,282	)		(330,370	)		(1,473,611	)
Net decrease in net assets from distributions		(68,208,154	)		(91,100,282	)		(330,370	)		(1,473,611	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		37,327,153			60,420,912			3,754,159			9,488,495
Proceeds from shares issued in connection with acquisition from Plan of Reorganization		–			–			–			–
Reinvestment of distributions		67,289,920			83,703,120			311,148			1,374,622
Cost of shares redeemed		(112,061,945	)		(247,005,654	)		(8,918,751	)		(7,142,381	)
Net increase (decrease) in net assets resulting from share transactions		(7,444,872	)		(102,881,622	)		(4,853,444	)		3,720,736
Net increase (decrease) in net assets		(105,946,008	)		(45,213,729	)		(7,520,520	)		6,776,641
NET ASSETS:
Beginning of year		432,186,348			477,400,077			36,159,573			29,382,932
End of year	$	326,240,340		$	432,186,348		$	28,639,053		$	36,159,573
SHARES ISSUED & REDEEMED
Issued		2,601,961			3,926,283			219,063			573,942
Shares issued in reorganization		–			–			–			–
Distributions reinvested		4,689,193			6,141,095			18,122			85,433
Redeemed		(7,729,742	)		(16,963,300	)		(518,753	)		(437,858	)
Net increase (decrease)		(438,588	)		(6,895,922	)		(281,568	)		221,517
Outstanding at beginning of year		27,290,333			34,186,255			2,110,439			1,888,922
Outstanding at end of year		26,851,745			27,290,333			1,828,871			2,110,439

See Notes to Financial Statements.

66   Annual Report | June 30, 2022

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout each year indicated)

AGGRESSIVE INVESTORS 1

	Year Ended June 30
	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Year	$82.61	$56.59	$62.01	$74.05	$66.37
Income from Investment Operations:
Net Investment Income(a)	0.69	0.86	0.61	0.98	0.23
Net Realized and Unrealized Gain (Loss)	(18.56)	25.88	(5.21)	(6.93)	7.45
Total from Investment Operations	(17.87)	26.74	(4.60)	(5.95)	7.68
Less Distributions to Shareholders from:
Net Investment Income	(0.83)	(0.72)	(0.82)	(1.21)	–
Net Realized Gain	(6.30)	–	–	(4.88)	–
Total Distributions	(7.13)	(0.72)	(0.82)	(6.09)	–
Net Asset Value, End of Year	$57.61	$82.61	$56.59	$62.01	$74.05
Total Return	(23.81%)	47.48%	(7.53%)	(6.67%)	11.57%(b)
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$135,510	$190,248	$142,728	$181,367	$227,562
Expenses Before Waivers and Reimbursements	0.39%(c)	0.34%(c)	0.28%(c)	0.35%(c)	0.96%
Expenses After Waivers and Reimbursements	0.39%	0.34%	0.28%	0.35%	0.96%
Net Investment Income After Waivers and Reimbursements	0.90%	1.22%	1.04%	1.52%	0.31%
Portfolio Turnover Rate	64%	88%	125%	102%	105%

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

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States; consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(c) For years ended June 30, 2022, June 30, 2021, June 30, 2020 and June 30, 2019 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   67

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout each year indicated)

ULTRA-SMALL COMPANY

	Year Ended June 30
	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Year	$46.46	$22.06	$24.16	$32.13	$30.04
Income from Investment Operations:
Net Investment Income (Loss)(a)	0.19	0.16	(0.02)	0.28	(0.04)
Net Realized and Unrealized Gain (Loss)	(9.11)	24.24	(1.80)	(5.14)	2.73
Total from Investment Operations	(8.92)	24.40	(1.82)	(4.86)	2.69
Less Distributions to Shareholders from:
Net Investment Income	(0.24)	–	(0.28)	(0.01)	(0.41)
Net Realized Gain	(7.99)	–	–	(3.10)	(0.19)
Total Distributions	(8.23)	–	(0.28)	(3.11)	(0.60)
Net Asset Value, End of Year	$29.31	$46.46(b)	$22.06	$24.16	$32.13
Total Return	(21.04%)	110.61%	(7.63%)	(14.48%)	9.13%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$78,488	$109,592	$57,511	$74,005	$96,754
Expenses Before Waivers and Reimbursements	1.15%	1.19%	1.32%	1.21%	1.18%
Expenses After Waivers and Reimbursements	1.15%	1.19%	1.32%	1.21%	1.18%
Net Investment Income (Loss) After Waivers and Reimbursements	0.50%	0.48%	(0.09%)	1.00%	(0.14%)
Portfolio Turnover Rate	109%	82%	104%	93%	89%

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

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States; consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

See Notes to Financial Statements.

  68   Annual Report | June 30, 2022

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout each year indicated)

ULTRA-SMALL COMPANY MARKET

	Year Ended June 30
	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Year	$19.61	$9.96	$11.34	$15.81	$14.93
Income from Investment Operations:
Net Investment Income(a)	0.13	0.13	0.13	0.11	0.08
Net Realized and Unrealized Gain (Loss)	(5.43)	9.98	(1.36)	(2.93)	2.76
Total from Investment Operations	(5.30)	10.11	(1.23)	(2.82)	2.84
Less Distributions to Shareholders from:
Net Investment Income	(0.12)	(0.14)	(0.15)	(0.08)	(0.02)
Net Realized Gain	(3.39)	(0.35)	–	(1.57)	(1.94)
Total Distributions	(3.51)	(0.49)	(0.15)	(1.65)	(1.96)
Paid-in Capital from Redemption Fees(a)	0.03	0.03	0.00(b)	0.00(b)	0.00(b)
Net Asset Value, End of Year	$10.83	$19.61	$9.96	$11.34	$15.81
Total Return	(30.38%)(c)	103.83%	(10.99%)(c)	(16.98%)(c)	20.86%(c)
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$189,304	$386,516	$150,054	$236,371	$378,144
Expenses Before Waivers and Reimbursements	0.78%	0.75%	0.82%	0.77%	0.75%
Expenses After Waivers and Reimbursements	0.75%	0.75%	0.75%	0.75%	0.75%
Net Investment Income After Waivers and Reimbursements	0.85%	0.83%	1.27%	0.84%	0.52%
Portfolio Turnover Rate	47%	52%	51%	38%	35%

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

(b) Amount represents less than $0.005.

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

See Notes to Financial Statements.

bridgewayfunds.com 69

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout each year indicated)

SMALL-CAP VALUE

	Year Ended June 30
	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Year	$36.49	$16.52	$20.24	$29.60	$24.82
Income from Investment Operations:
Net Investment Income(a)	0.15	0.12	0.19	0.47	0.20
Net Realized and Unrealized Gain (Loss)	(2.12)	20.05	(3.40)	(5.72)	4.81
Total from Investment Operations	(1.97)	20.17	(3.21)	(5.25)	5.01
Less Distributions to Shareholders from:
Net Investment Income	(0.10)	(0.20)	(0.51)	(0.74)	(0.23)
Net Realized Gain	(1.63)	–	–	(3.37)	–
Total Distributions	(1.73)	(0.20)	(0.51)	(4.11)	(0.23)
Net Asset Value, End of Year	$32.79	$36.49	$16.52	$20.24	$29.60
Total Return	(5.81%)	122.77%	(16.43%)(b)	(17.12%)(b)	20.32%(b)
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$422,713	$290,686	$30,051	$49,652	$69,317
Expenses Before Waivers and Reimbursements	0.83%	0.91%	1.12%	1.00%	0.94%
Expenses After Waivers and Reimbursements	0.83%	0.91%	0.94%	0.94%	0.94%
Net Investment Income After Waivers and Reimbursements	0.42%	0.40%	1.01%	1.97%	0.74%
Portfolio Turnover Rate	95%	91%	87%	84%	78%

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

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

See Notes to Financial Statements.

  70   Annual Report | June 30, 2022

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout each year indicated)

BLUE CHIP

	Year Ended June 30
	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Year	$15.84	$13.96	$14.99	$14.62	$13.71
Income from Investment Operations:
Net Investment Income(a)	0.27	0.31	0.33	0.34	0.31
Net Realized and Unrealized Gain (Loss)	(1.34)	4.73	0.28	1.75	1.33
Total from Investment Operations	(1.07)	5.04	0.61	2.09	1.64
Less Distributions to Shareholders from:
Net Investment Income	(0.30)	(0.35)	(0.32)	(0.31)	(0.31)
Net Realized Gain	(2.32)	(2.81)	(1.32)	(1.41)	(0.42)
Total Distributions	(2.62)	(3.16)	(1.64)	(1.72)	(0.73)
Net Asset Value, End of Year	$12.15	$15.84	$13.96	$14.99	$14.62
Total Return(b)	(9.32%)	39.75%	3.49%	16.26%	11.98%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$326,240	$432,186	$477,400	$505,029	$567,513
Expenses Before Waivers and Reimbursements	0.23%	0.24%	0.27%	0.25%	0.22%
Expenses After Waivers and Reimbursements	0.15%	0.15%	0.15%	0.15%	0.15%
Net Investment Income After Waivers and Reimbursements	1.81%	2.07%	2.28%	2.28%	2.17%
Portfolio Turnover Rate	24%	7%	15%	20%	14%

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

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

See Notes to Financial Statements.

bridgewayfunds.com 71

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout each year indicated)

MANAGED VOLATILITY

	Year Ended June 30
	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Year	$17.13	$15.56	$15.05	$15.75	$14.79
Income from Investment Operations:
Net Investment Income (Loss)(a)	(0.01)	(0.01)	0.12	0.16	0.10
Net Realized and Unrealized Gain (Loss)	(1.28)	2.35	0.55	0.06	0.95
Total from Investment Operations	(1.29)	2.34	0.67	0.22	1.05
Less Distributions to Shareholders from:
Net Investment Income	–	–	(0.16)	(0.31)	(0.09)
Net Realized Gain	(0.18)	(0.77)	–	(0.61)	–
Total Distributions	(0.18)	(0.77)	(0.16)	(0.92)	(0.09)
Net Asset Value, End of Year	$15.66	$17.13	$15.56	$15.05	$15.75
Total Return(b)	(7.62%)	15.33%	4.45%	1.74%	7.11%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$28,639	$36,160	$29,383	$30,657	$32,816
Expenses Before Waivers and Reimbursements	1.19%	1.21%	1.27%	1.24%	1.20%
Expenses After Waivers and Reimbursements	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income (Loss) After Waivers and Reimbursements	(0.08%)	(0.07%)	0.77%	1.06%	0.64%
Portfolio Turnover Rate	66%	41%	68%	69%	50%

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

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

See Notes to Financial Statements.

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June 30, 2022

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 eight investment funds as of June 30, 2022. The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, 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.

Small-Cap Growth Fund was reorganized into Small-Cap Value Fund on September 24, 2021. (See Note 9).

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of June 30, 2022, 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 Aggressive Investors 1, Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, 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).

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, 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 that incorporates market observable data such as reported sales of similar securities, broker quotes, bids, offers and current market quotations by a pricing service. Options are valued at the close if

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June 30, 2022

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.

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.

· 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 June 30, 2022 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

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June 30, 2022

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 cash collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value. Securities lending transactions are considered to be overnight and continuous and can be terminated by the Funds or the borrower at any time. During the year ended June 30, 2022 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 June 30, 2022:

Gross Amount Not Offset in the Statements of Assets and Liabilities

Fund

Gross Amounts of Recognized Liabilities1

Gross Amounts Offset in the Statements   of Assets and   Liabilities

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

Financial Instruments

Collateral Received

Net Amount

Aggressive Investors 1

Securities lending

$3,246,864

$–

$3,246,864

$–

$3,246,864

$–

Ultra-Small Company

Securities lending

$7,540,408

–

$7,540,408

–

$7,540,408

–

Ultra-Small Company Market

Securities lending

$21,512,037

–

$21,512,037

–

$21,512,037

–

Small-Cap Value

Securities lending

$16,945,601

–

$16,945,601

–

$16,945,601

–

¹  Securities loaned with a value of $91,781 in Ultra-Small Company Market have been sold and are pending settlement on June 30, 2022.

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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
Aggressive Investors 1
Securities lending		U.S.Gov’t Obligations		0.13%- 4.75%		10/31/22- 05/15/52		$1,220,219		$3,246,864		$4,467,083		$4,350,581
Ultra-Small Company
Securities lending		U.S.Gov’t Obligations		0.00%- 4.75%		07/31/22- 05/15/52		$3,717,725		$7,540,408		$11,258,133		$10,774,123
Ultra-Small Company Market
Securities lending		U.S.Gov’t Obligations		0.00%- 4.63%		07/31/22- 11/15/51		$1,177,428		$21,512,037		$22,689,465		$21,502,560
Small-Cap Value
Securities lending		U.S.Gov’t Obligations		0.00%- 4.75%		07/14/22- 05/15/52		$7,083,332		$16,945,601		$24,028,933		$22,899,957

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 June 30, 2022, 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 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

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NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

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. Income from the securities lending program is recorded when earned from the securities lending agent and reflected in the Statement of Operations under “Securities lending.”

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 year ended June 30, 2022 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.

Primary Underlying       Risk/Fund	Derivative Assets	Derivative Liabilities	Location on Statement of Assets and Liabilities
Equity Risk
Managed Volatility:
Written Put Options	–	$525,681	Put options written at value
Written Call Options	–	305,310	Call options written at value
Primary Underlying       Risk/Fund	Amount of Realized Gain (Loss) on Derivatives	Amount of Unrealized Gain (Loss) on Derivatives	Location of Gain (Loss) in the Statement of Operations
Equity Risk
Managed Volatility:
Written Options	$1,493,466		Realized Gain (Loss) on Written Options Change in Unrealized Appreciation (Depreciation) on Written Options Realized Gain (Loss) on Futures Contracts
		$(84,203)
Futures Contracts	$386,866	–

The derivative instruments outstanding as of June 30, 2022, as disclosed in the Schedule of Investments, and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the year ended June 30, 2022, as disclosed in the Statements of Operations, serve as indicators of the volume of derivatives activity for the Funds.

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

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June 30, 2022

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 counterparty 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 June 30, 2022, 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 June 30, 2022 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 year ended June 30, 2022.

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.

Aggressive Investors 1 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

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June 30, 2022

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 net assets in excess of $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 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 Value Index, 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 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.

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.

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June 30, 2022

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 year ended June 30, 2022. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

Bridgeway Fund	Expense     Limitation		Total Waivers and         Reimbursements for Year Ended 06/30/22
Aggressive Investors 1		1.75%		$–
Ultra-Small Company		1.85%		–
Ultra-Small Company Market		0.75%		76,926
Small-Cap Value		0.94%		–
Blue Chip		0.15%		335,376
Managed Volatility		0.94%		81,991

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 a report on inter-portfolio trades quarterly. Inter-portfolio purchases and sales during the year ended June 30, 2022 were as follows:

Bridgeway Fund	Inter-Portfolio     Purchases		Inter-Portfolio     Sales
Aggressive Investors 1		$    1,966,880	$	–
Ultra-Small Company		13,861,316		19,119,036
Ultra-Small Company Market		6,663,336		30,209,643
Small-Cap Value		18,883,015		13,131,130
Blue Chip		–		1,966,880

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 annual aggregate fee of $150,000, 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, effective November 11, 2021 Independent Directors are paid $14,000 per meeting for meeting fees. Prior to November 11, 2021 the meeting fee was $12,000. 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.

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NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

4. Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated September 30, 2021. 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 year ended June 30, 2022 were as follows:

	Purchases				Sales
Bridgeway Fund	U.S. Government		Other		U.S. Government		Other
Aggressive Investors 1		$–	$	112,148,283		$–	$	121,012,926
Ultra-Small Company		–		102,686,712		–		110,658,770
Ultra-Small Company Market		–		128,560,049		–		228,283,575
Small-Cap Value		–		563,530,927		–		409,200,428
Blue Chip		–		94,686,586		–		162,907,427
Managed Volatility		–		13,613,123		–		12,844,901

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 June 30, 2022, were as follows:

	Aggressive Investors 1	Ultra-Small Company	Ultra-Small Company Market
Gross appreciation (excess of value over tax cost)	$15,383,294	$14,239,885	$36,453,032
Gross depreciation (excess of tax cost over value)	(27,769,390)	(13,877,704)	(58,141,419)
Net unrealized appreciation (depreciation)	$(12,386,096)	$362,181	$(21,688,387)
Cost of investments for income tax purposes	$151,144,408	$85,600,836	$233,303,262
	Small-Cap Value	Blue Chip	Managed Volatility
Gross appreciation (excess of value over tax cost)	$32,606,691	$179,944,551	$7,045,779
Gross depreciation (excess of tax cost over value)	(51,086,231)	(15,655,481)	(803,874)
Net unrealized appreciation (depreciation)	$(18,479,540)	$164,289,070	$6,241,905
Cost of investments for income tax purposes	$462,575,065	$162,027,326	$20,723,198

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale and straddle loss deferrals.

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.

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NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2022 and June 30, 2021 respectively, are as follows:

	Aggressive Investors 1				Ultra-Small Company
	Year Ended June 30, 2022		Year Ended     June 30, 2021		Year Ended June 30, 2022		Year Ended     June 30, 2021
Distributions paid from:
Ordinary Income		$1,913,699		$1,732,414		$4,776,033		$–
Long-Term Capital Gain		14,127,616		–		14,127,123		–
Total		$16,041,315		$1,732,414		$18,903,156		$–
	Ultra-Small Company Market				Small-Cap Value
	Year Ended June 30, 2022		Year Ended June 30, 2021		Year Ended June 30, 2022		Year Ended June 30, 2021
Distributions paid from:
Ordinary Income		$1,841,115		$1,880,651		$12,576,425		$341,445
Long-Term Capital Gain		51,783,834		4,768,028		5,954,069		–
Total		$53,624,949		$6,648,679		$18,530,494		$341,445
	Blue Chip				Managed Volatility
	Year Ended June 30, 2022		Year Ended June 30, 2021		Year Ended June 30, 2022		Year Ended June 30, 2021
Distributions paid from:
Ordinary Income		$7,707,659		$9,979,722		$146,278		$–
Long-Term Capital Gain		60,500,495		81,120,560		184,092		1,473,611
Total		$68,208,154		$91,100,282		$330,370		$1,473,611

Components of Accumulated Earnings As of June 30, 2022, the components of accumulated earnings on a tax basis were:

	Aggressive   Investors 1	Ultra-Small     Company	Ultra-Small Company Market
Accumulated Net Investment Income	$–	$–	$1,949,019
Capital Loss Carryovers	–	–	–
Accumulated Net Realized Gain on Investments	–	12,493,629	1,992,833
Qualified Late Year Deferred Losses*	(2,514,682)	(6,629,149)	–
Other Temporary Differences**	–	–	–
Net Unrealized (Depreciation) Appreciation of Investments	(12,386,107)	362,180	(21,688,386)
Total	$(14,900,789)	$6,226,660	$(17,746,534)

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NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

	Small-Cap Value	Blue Chip	Managed       Volatility
Accumulated Net Investment Income	$–	$2,635,655	$–
Capital Loss Carryovers	–	–	–
Accumulated Net Realized Gain on Investments	–	43,117,575	1,361,421
Qualified Late Year Deferred Losses*	(2,280,345)	–	–
Other Temporary Differences**	–	–	(12,124)
Net Unrealized (Depreciation) Appreciation of Investments	(18,479,540)	164,289,070	6,260,130
Total	$(20,759,885)	$210,042,300	$7,609,427

* Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2023. The Ultra-Small Company Fund has elected to defer qualified short term losses of $(6,629,149). The Small-Cap Value Fund has elected to defer qualified short term and long term gains (losses) of $(2,280,345). The Aggressive Investors 1 Fund has elected to defer late-year ordinary, short term and long term capital gains (losses) of $(2,514,682). The Ultra-Small Company Market, Blue Chip and Managed Volatility Funds have no deferred qualified ordinary late-year losses, short term capital losses or long term capital losses.

** Includes other temporary differences of $(12,124) for deferred straddle losses outstanding.

For the fiscal year June 30, 2022, the Funds recorded the following reclassifications to the accounts listed below:

	Increase (Decrease)
	Aggressive         Investors 1	Ultra-Small          Company	Ultra-Small          Company Market
Paid-In Capital	$14,690	$510,366	$6,839,365
Distributable Earnings	(14,690)	(510,366)	(6,839,365)
	Increase (Decrease)
	Small-Cap Value	Blue Chip	Managed Volatility
Paid-In Capital	$(8,217,491)	$5,276,786	$(26,780)
Distributable Earnings	8,217,491	(5,276,786)	26,780

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, redesignation of dividends paid, investments in PFICs and the unrealized gains/(losses) from the reorganization of the Small-Cap Growth Fund into the Small-Cap Value Fund.

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.

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 9, 2022. 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

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NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

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 year ended June 30, 2022, 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
Aggressive Investors 1		1.54	%		$635,727		55		$1,492		$2,025,000
Ultra-Small Company		1.40	%		851,691		162		5,374		2,888,000
Ultra-Small Company Market		1.34	%		3,064,389		108		12,293		15,000,000
Small-Cap Value		1.80	%		4,448,616		138		30,648		15,000,000
Blue Chip		1.47	%		687,823		266		7,481		9,757,000
Managed Volatility		1.34	%		1,124,286		7		292		1,533,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

On June 30, 2022, Small Cap Value Fund had loans outstanding in the amount of $3,894,000, 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. Reorganization

On September 22, 2021, the shareholders of the Small-Cap Growth Fund approved a Plan of Reorganization between the Small-Cap Growth Fund and Small-Cap Value Fund providing for (i) the conversion of the shares of the Small-Cap Growth Fund into shares of the Small-Cap Value Fund and (ii) the transfer to the Small-Cap Value Fund of all of the property and assets of the Small-Cap Growth Fund. The acquisition was accomplished by a tax free exchange of 870,985 shares of Small-Cap Value Fund (valued at $31,498,261) for all 1,005,587 shares outstanding of the Small-Cap Growth Fund on September 24, 2021. The investment portfolio of Small-Cap Growth Fund with a fair value of $31,605,638 and a cost basis of $23,454,026 was the principal asset acquired by the Small-Cap Value Fund. For financial reporting purposes, assets received and shares issued by Small-Cap Value were recorded at fair value; however, the cost basis of the investments received from Small-Cap Growth Fund was carried forward to align ongoing reporting of Small-Cap Value Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Small-Cap Growth Fund’s net assets at that date ($31,498,261), including $8,151,612 of unrealized appreciation, were combined with those of Small-Cap Value Fund. The aggregate net assets of Small-Cap Value Fund immediately before the acquisition were $307,363,287. All costs (except for brokerage costs) associated with the Plan of Reorganization were paid by the Adviser.

10. Subsequent Events

On May 12, 2022, the Board of Directors of Bridgeway Funds, Inc., on behalf of the Blue Chip Fund (“BC Fund”), approved an Agreement and Plan of Reorganization (the “Plan”) providing for the reorganization of the Blue Chip Fund into EA Bridgeway Blue Chip ETF (the “BC ETF”), a newly-organized series of the EA Series Trust. Under the Plan, the BC Fund will transfer all of its assets and liabilities to the BC ETF in exchange for shares of the BC ETF, which will be distributed to shareholders of the BC Fund at the same total value as held in the BC Fund immediately prior to the reorganization. The Plan is subject to approval by the shareholders of the BC Fund.

  84   Annual Report | June 30, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

June 30, 2022

To the Board of Directors of Bridgeway Funds, Inc.

and the Shareholders of Aggressive Investors 1 Fund, Ultra-Small Company Fund,

Ultra-Small Company Market Fund, Small-Cap Value Fund,

Blue Chip Fund, and Managed Volatility Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Value Fund, Blue Chip Fund, and Managed Volatility Fund, each a series of shares of beneficial interest in Bridgeway Funds, Inc. (the “Funds”), including the schedules of investments, as of June 30, 2022, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, the financial highlights for each of the years in the five-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2022, and the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended and their financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2022 by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

BBD, LLP

We have served as the auditor of one or more of the Funds in the Bridgeway Funds, Inc. since 2005.

Philadelphia, Pennsylvania

August 25, 2022

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OTHER INFORMATION  

June 30, 2022 (Unaudited)

1. Shareholder Tax Information

Certain tax information regarding the Funds is required to be provided to shareholders, based upon each Fund’s income and distributions for the taxable year ended June 30, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2021.

The Funds report the following items with regard to distributions paid during the fiscal year ended June 30, 2022 All reportings are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations there under.

	Aggressive Investors 1			Ultra-Small   Company			Ultra-Small Company Market
Corporate Dividends Received Deduction		85.49	%		24.82	%		96.09	%
Qualified Dividend Income		97.16	%		25.24	%		94.68	%
Qualified Interest Related Dividends		0.02	%		0.08	%		0.01	%
Qualified Short Term Capital Gain Dividends		0.00	%		100.00	%		0.00	%
U.S. Government Income		0.00	%		0.00	%		0.00	%
	Small-Cap Value			Blue Chip			Managed Volatility
Corporate Dividends Received Deduction		48.68	%		100.00	%		100.00	%
Qualified Dividend Income		15.45	%		100.00	%		100.00	%
Qualified Interest Related Dividends		0.11	%		0.01	%		0.00	%
Qualified Short Term Capital Gain Dividends		100.00	%		0.00	%		100.00	%
U.S. Government Income		0.00	%		0.00	%		0.00	%

US Government Income represents the amount of interest that was derived from direct US Government obligations. Generally, such interest is exempt from state income tax. However, for residents of California, New York and Connecticut, the statutory threshold requirements were not satisfied. Due to the diversity in state and local tax law, it is recommended you consult a tax adviser as to the applicability of the information provided for your specific situation.

During the fiscal year ended June 30, 2022, the Funds paid distributions from ordinary income and long-term capital gain that included equalization debits summarized below:

	Aggressive         Investors 1		Ultra-Small   Company		Ultra-Small Company Market
Ordinary Income Distributions		$        1,913,699		$        4,776,033		$        1,841,115
Equalization Debits Included in Ordinary Income Distributions		14,690		—		332,057
Long-Term Capital Gain Distributions		14,127,616		14,127,123		51,783,834
Equalization Debits Included in Long-Term Capital Gain Distributions		—		510,366		6,507,305

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OTHER INFORMATION (continued)

June 30, 2022 (Unaudited)

	Small-Cap     Value		Blue                      Chip		Managed              Volatility
Ordinary Income Distributions		$    12,576,425		$    7,707,659		$    146,278
Equalization Debits Included in Ordinary Income Distributions		–		555,761		–
Long-Term Capital Gain Distributions		5,954,069		60,500,495		184,092
Equalization Debits Included in Long-Term Capital Gain Distributions		–		4,721,025		–

2. 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, 2022 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.

3. 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 1-800-SEC-0330.

4. Liquidity Risk Management Program Review

The Securities and Exchange Commission (the “SEC”) adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”), which requires all open-end funds (other than money market funds) to adopt and implement a program reasonably designed to assess and manage the fund’s “liquidity risk,” defined as the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests in the fund.

Each series (the “Funds”) of Bridgeway Funds, Inc. (the “Company”) has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Company’s Board of Directors (the “Board”) has designated the Liquidity Risk Management Committee (“LRMC”) of Bridgeway Capital Management, LLC, the investment adviser to the Funds, as the Program Administrator for each Fund. As required by the Liquidity Rule, the Program includes policies and procedures that provide for: (1) assessment, management, and review (no less frequently than annually) of each Fund’s liquidity risk; (2) classification of each of the Fund’s portfolio investments into one of four liquidity categories (Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid); (3) for Funds that do not primarily hold assets that are Highly Liquid, establishing and maintaining a minimum percentage of the Fund’s net assets in Highly Liquid investments (called a “Highly Liquid Investment Minimum” or “HLIM”); and (4) prohibiting the Fund’s acquisition of Illiquid investments that would result in the Fund holding more than 15% of its net assets in Illiquid investments that are assets (“Illiquid Assets”). The Program also requires reporting to the SEC (on a non-public basis) and to the Board if the Fund’s holdings of Illiquid Assets exceed 15% of the Fund’s net assets. Funds with HLIMs must have procedures for addressing HLIM shortfalls (i.e., instances when the percentage of a Fund’s net assets in Highly Liquid investments is below the Fund’s current HLIM), including reporting to the Board and, with respect to HLIM shortfalls lasting more than seven consecutive calendar days, reporting to the SEC (on a non-public basis).

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OTHER INFORMATION (continued)

June 30, 2022 (Unaudited)

In assessing and managing each Fund’s liquidity risk, the LRMC considers, as relevant, a variety of factors, including: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements or other funding sources. Classification of the Fund’s portfolio investments into one of the four liquidity categories is based on the number of days it is reasonably expected to take to convert the investment to cash (for Highly Liquid and Moderately Liquid holdings) or sell or dispose of the investment (for Less Liquid and Illiquid investments), in current market conditions without significantly changing the investment’s market value. Each Fund primarily holds assets that are classified as Highly Liquid, and therefore is not currently required to establish an HLIM.

At a meeting of the Company’s Board held on February 10, 2022, the Program Administrator provided a written report to the Board addressing the Program’s operation and assessing the adequacy, and effectiveness of its implementation for the annual period from December 1, 2020 through November 30, 2021 (the “Reporting Period”). In its report to the Board, the Program Administrator concluded that the Program is reasonably designed to comply with the Liquidity Rule, to assess and manage liquidity risk of each Fund, was implemented adequately and effectively and operated for each Fund during the Reporting Period and each Fund was able to meet requests for redemptions without significant dilution of remaining investors’ interests in the Fund.

There can be no assurance that in the future the Program will achieve its objectives of reducing the risk that the Funds will be unable to meet their redemption obligations and mitigating the dilution of the interests of Fund shareholders. Please refer to the Funds’ Statement of Additional Information for more information regarding the Funds’ exposure to liquidity risk and other risks to which the Funds may be subject.

5. Approval of Investment Management Agreement

Bridgeway Funds, Inc.’s (the “Company”) management agreement (the “Management Agreement”) with its investment adviser, Bridgeway Capital Management, LLC (the “Adviser”), on behalf of each of the Company’s funds must be approved for an initial term no greater than two years and renewed at least annually thereafter by the board of directors of the Company (the “Board” or “Directors”) or a vote of a majority of the outstanding voting securities of each fund. In addition, the renewal must be approved by a majority of the Directors who are not parties to the Management Agreement or “interested persons” of any party thereto (the “Independent Directors”), cast in person at a meeting called specifically for the purpose of voting on such approval.

The Board has five regularly scheduled meetings each year and takes into account throughout the year matters bearing on the approval of the Management Agreement. For example, the Board or its standing committees consider at meetings during the year various factors that are relevant to the annual renewal of each fund’s Management Agreement, including the quality of services and support provided to each fund by the Adviser, the Adviser’s compliance program, including the effectiveness of its implementation, comparative performance information for each fund, the risk assessment of the funds and “deep dives” on the strategy and performance of certain funds on a periodic basis. Additionally, between regular Board meetings the Adviser provides the Board with updated financial information on the Adviser and strategic direction and marketing efforts.

On May 12, 2022, the Board, including a majority of the Independent Directors, met (the “Meeting”) with the Adviser, the Company’s outside legal counsel, independent legal counsel to the Independent Directors (“Independent Legal Counsel”) and others to consider information bearing on the continuation of the Management Agreement with respect to the following funds of the Company: Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Value Fund, Blue Chip Fund and Managed Volatility Fund (each a “Fund” and together, the “Funds”). The Directors noted that, subject to shareholder approval, the Blue Chip Fund would be converted into an exchange-traded fund through its reorganization into a newly-created series of another open-end, registered investment company. The Meeting was held by video conference due to circumstances related to current or potential effects of COVID-19 pursuant to temporary exemptive relief issued by the Securities and Exchange Commission.

In reaching its decisions regarding the renewal of the Management Agreement for each Fund, the Board considered the information furnished and discussed throughout the year at regularly scheduled Board and committee meetings, as applicable and

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OTHER INFORMATION (continued)

June 30, 2022 (Unaudited)

as described above, as well as the information provided to it specifically in relation to the annual consideration of the approval of the continuation of the Management Agreement for each Fund.

In preparation for the Meeting, the Independent Directors requested that the Adviser provide specific information relevant to the Board’s consideration of the renewal of the Management Agreement with respect to each Fund. In response to that request, the Board was furnished with a wide variety of information with respect to each Fund, including information regarding:

· investment performance over various time periods and the fees and expenses of the Fund as compared to a comparable group of funds as determined and prepared by Broadridge, an independent provider of investment company data;

· the nature, extent and quality of services provided by the Adviser to the Fund under the Management Agreement;

· actual management fees paid by the Fund to the Adviser and a comparison of those fees with the management fees charged to other advisory clients of the Adviser, as applicable;

· the Adviser’s costs of providing services to the Fund and the profitability of the Adviser from its relationship with the Fund;

· the extent to which economies of scale would be realized as the Fund’s assets increase and whether fee levels reflect these economies of scale for the benefit of Fund investors; and

· any potential “fall-out” or ancillary benefits accruing to the Adviser as a result of its relationship with the Fund.

In addition to evaluating the written information provided by the Adviser, the Board also considered the answers to questions posed by the Board to representatives of the Adviser at the Meeting.

In considering the information and materials described above, the Independent Directors met with Independent Legal Counsel to review such information and materials prior to the Meeting. In addition, the Independent Directors met in executive session with Independent Legal Counsel to consider the continuation of the Management Agreement with respect to each Fund outside the presence of management during the Meeting.

The Board also was provided with a written description of its statutory responsibilities and the legal standards that are applicable to approval of the renewal of the Management Agreement.

Although the Management Agreement for all of the Funds was considered at the Meeting, the Directors considered the renewal of the Management Agreement with respect to each Fund separately.

In considering the aforementioned information, the Board took into account management style, investment strategies and prevailing market conditions as reported by the Adviser. Furthermore, in evaluating the Management Agreement, the Directors also considered information provided by the Adviser concerning the following:

· the terms of the Management Agreement, including the services performed by the Adviser in managing each Fund’s assets in accordance with the Fund’s investment objectives, policies and restrictions and how those services and fees differ from those for other advisory clients of the Adviser, as applicable;

· information regarding the advisory fee rates and the expense limitation or fee waiver arrangements for each Fund;

· the Adviser’s personnel, staffing levels and the time and attention the Adviser’s personnel devote to the management of the Funds as compared to other advisory clients of the Adviser;

· the Adviser’s risk assessment and management process;

· the Adviser’s representation that it does not engage in pre-arranged soft dollar arrangements but that it may receive the benefit of research services provided by broker-dealers; and

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OTHER INFORMATION (continued)

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· the financial condition and stability of the Adviser.

In view of the broad scope and variety of factors and information considered by the Board, the Directors did not find it practicable to, and did not, assign relative weights to the specific factors considered in reaching their conclusions and determinations to approve the continuance of the Management Agreement for each Fund for an additional year. Rather, the Board’s determinations were made on the basis of each Director’s business judgment after consideration of all of the factors taken in their entirety. Although not meant to be all-inclusive, the following describes various factors that were considered by the Board in deciding to approve the continuance of the Management Agreement for each Fund.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services provided by the Adviser, the Directors considered the services provided to each Fund and any expected changes thereto, the qualifications, experience and duties of the Adviser’s personnel, the approximate amount of time those personnel devote to the Funds, recent and expected personnel changes, portfolio manager compensation arrangements, business continuity and succession planning, and enterprise risk management (including as it relates to cybersecurity risk). In addition, the Directors considered information provided by the Adviser regarding its overall financial strength and considered the resources and staffing in place with respect to the services provided to the Funds. The Directors also took into account information they had received from the Adviser throughout the year concerning the impact of the COVID-19 pandemic on, among other things, the Adviser’s operations, financial condition and assets under management.

Based on the totality of the information considered, the Directors concluded that they were satisfied with the nature, extent and quality of the services provided to each Fund by the Adviser, and that the Adviser has the ability to continue to provide these services based on its experience, operations and current resources.

Investment Performance

The Board considered performance information provided by the Adviser for similarly managed accounts (if any) over the most recent six-month, one-year, three-year, five-year, ten-year and fifteen-year periods ended December 31, 2021 as well as Fund performance compared with its benchmark for one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2021. The Board considered the Adviser’s representation that the differences in the performance of the similarly managed accounts (if any) and Fund performance were within ranges that the Adviser expects for the relevant accounts/ Funds given, for example, differences in cash flows, investment restrictions, account size and tax management practices.

In addition, Broadridge provided a report (the “Broadridge Report”) of comparative data regarding fees, expenses and investment performance for each Fund as compared to a peer group selected by Broadridge (“Peer Group”). The performance periods included total return over the most recent calendar year (“one-year period”) and the annualized total returns over the most recent three calendar year period (“three-year period”), five calendar year period (“five-year period”) and ten calendar year period (“ten-year period”). With regard to the performance information provided in the Broadridge Report, the Board considered the performance of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the performance data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance..

In particular, the Board considered the following performance information as of December 31, 2021 provided by the Adviser and from Broadridge:

· With regard to the Aggressive Investors 1 Fund, the Fund’s performance was in the fourth quintile compared to its Peer Group for the one-year period, while its performance was in the fifth quintile for the three-year, five-year and ten-year periods. The Fund outperformed its primary benchmark for the since inception period, while it underperformed its primary benchmark for the one-year, three-year, five-year and ten-year periods. The Board considered the Adviser’s explanation that the Fund’s smaller size and deeper value tilt had detracted from the Fund’s relative performance. The Board also took into account that the Adviser expected to reoptimize the Fund after the Adviser had completed additional research and the Adviser’s continued monitoring of the Fund’s performance. Based on their review, the Directors concluded that the Fund’s

  90   Annual Report | June 30, 2022

OTHER INFORMATION (continued)

June 30, 2022 (Unaudited)

performance was being addressed.

· With regard to the Ultra-Small Company Fund, the Fund’s performance was in first quintile compared to its Peer Group for the one-year period, in the second quintile for the three-year period and in the fourth quintile for the five-year and ten-year periods. The Fund outperformed its primary benchmark for the one-year and three-year periods, while it underperformed its primary benchmark for the five-year and ten-year periods. The Board considered the Adviser’s explanation that the Fund was compared against all small cap funds, not just other small cap value funds, which made the Fund’s relative performance appear more negative given the recent value underperformance. The Board also took into account continued efforts to reduce transaction costs and that the Fund’s performance was considered in line with its design although out of favor in the longer-period market environment. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

· With regard to the Ultra-Small Company Market Fund, the Fund’s performance was in the third quintile for the one-year, three-year and ten-year periods, while it was in the fourth quintile for the five-year period. The Fund outperformed its primary benchmark for the one-year and three-year periods, while it underperformed its primary benchmark for the five-year and ten-year periods. The Board considered the Adviser’s explanation that the variability in the Fund’s performance relative to peers is expected and largely explained by the market capitalization differences between the ultra-small cap nature of the Fund and the other small-cap funds in its Peer Group as well as by the inherent value tilt of the CRSP 10 Index relative to small-cap peers in general. The Board also took into account that the Fund’s performance was considered in line with its design. Based on their review, the Directors concluded that the Fund’s performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

· With regard to the Small-Cap Value Fund, the Fund’s performance was in the first quintile for the one-year, three-year, five-year and ten-year periods, as compared with its Peer Group. The Fund outperformed its primary benchmark over the one-year, three-year, five-year, ten-year and since-inception periods. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

· With regard to the Blue Chip Fund, the Fund’s performance was in the fourth quintile of its Peer Group for the one-year period, while its performance was in the first quintile for the three-year, five-year and ten-year periods. The Fund underperformed its primary benchmark for the one-year, three-year, five-year, ten-year and since inception periods. The Board considered the Adviser’s explanation that the Fund’s underperformance relative to its primary benchmark was expected given the Fund’s design and larger market cap relative to both its Peer Group and primary benchmark. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

· With regard to the Managed Volatility Fund, the Fund’s performance was in the fourth quintile of its Peer Group for the one-year and five-year periods and in the fifth quintile of its Peer Group for the three-year period (Broadridge did not provide ten-year quintile information). The Fund underperformed its primary benchmark for the one-year, three-year, five-year, ten-year and since-inception periods. The Board considered the Adviser’s explanation that the Fund is not designed to outperform its primary benchmark, but instead is designed to capture market return while limiting volatility. The Board also considered the Adviser’s statement that this performance is in line with the Fund’s design. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

Fund Fees and Expenses

The Board considered information provided by the Adviser regarding the advisory fees it charges to other advisory clients and the reasons for any material differences between those fees and the fees it charges to the Funds. The Board also considered the Adviser’s views that, given investment performance and overall expenses, the Adviser believes the management fees for each Fund appear reasonable and appropriate given the distinctive features and design of each Fund, the disciplined implementation of the design by the Adviser, the relatively low management fees in most cases, the performance results in line with design and investor expectations, and the profitability to the Adviser of each Fund. More specifically, with regard

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OTHER INFORMATION (continued)

June 30, 2022 (Unaudited)

to management fee differences among the Funds, the Board considered the Adviser’s view that fee differences stem from market factors as well as the estimated growth rate of the Fund at the time of launch; the potential asset capacity of the Fund; the risks associated with providing the advisory services to the Fund; and estimated costs of providing the advisory services driven by the design complexity of the Fund (e.g., more complex design is higher cost due to the research and portfolio management time required).

With respect to management fee differences between the Funds and other investment company clients of the Adviser, the Board considered that, unlike the Funds, the Adviser serves as a sub-adviser to the other investment company clients, which generally requires the Adviser to furnish fewer services than the services it provides to the Funds. The Board also considered the fees charged to other investment company clients of the Adviser, as well as the Adviser’s representation that for certain Funds, the Adviser did not manage comparable investment companies.

With respect to management fee differences between the Funds and other non-investment company clients of the Adviser, the Board considered that: (i) the management fee charged to the Ultra-Small Company Market Fund is lower than that charged to comparable clients; (ii) the asset-based management fee charged to the Aggressive Investors 1 Fund is higher than that charged to comparable clients, while the Fund’s performance fee rate is significantly lower than the performance fee rate charged to comparable clients (and there are other differences in the performance fee calculations); and (iii) the Adviser had no advisory clients comparable to the other Funds.

The Board also considered information compiled by Broadridge comparing each Fund’s contractual management fee rate (excluding any performance fees and using an assumed common asset level for the Fund and the other funds in the Peer Group), actual management fee rate (which included the effect of any fee waivers and any performance fees, and was derived from annual reports) and actual total expense ratios (which also included the effect of any fee waivers and performance fees, and was derived from annual reports) as a percentage of average net assets as compared to other funds in its expense Peer Group. Broadridge’s contractual management fee data included both advisory fees and administrative services fees, except for the Funds. Broadridge excluded administrative services fees for the Funds from contractual management fee data because those fees are fixed (i.e., a stated dollar amount), as opposed to asset based. More specifically, with respect to the Funds, the Adviser provides certain administrative services to the Funds pursuant to a separate contract, in exchange for an annual fixed fee (payable monthly) that the Adviser has represented approximates the cost of providing such services (which the Board considered in connection with profitability, as described below). Broadridge’s actual management fee data for the Funds and the other funds in the Peer Group included both advisory fees and administrative services fees. Thus, the contractual management fee rate in the Funds’ Broadridge comparisons did not reflect these administrative services fees, whereas the actual management fee rate in the Funds’ Broadridge comparisons included both advisory and administrative services fees.

With regard to the expense information provided in the Broadridge Report, the Board considered Fund expenses on a percentile and quintile basis as compared to each Fund’s Peer Group. For purposes of the expense data provided, Broadridge defines the first quintile as 20% of the funds in the applicable Peer Group with the lowest expenses and the fifth quintile as 20% of the funds in the applicable Peer Group with the highest expenses. In particular, the Board considered the following:

· The Aggressive Investors 1 Fund’s contractual management fee was in the fifth quintile of its Peer Group (excluding the performance fee) and the Fund’s actual management fees and actual total expenses (factoring in the performance fee) were each in the first quintile of its Peer Group. The Board also considered the impact of the Fund’s performance fee on the fee comparisons.

· With respect to the Ultra-Small Company Fund, the Board considered that the Fund’s contractual management fees and actual management fees were each in the fourth quintile of its Peer Group, while its total expense ratio were in the third quintile. The Board took into account that the Fund’s total expenses, which included the actual management fee, were equal to the median of its Peer Group.

· With respect to the Managed Volatility Fund, the Board considered that the Fund’s contractual management fees and actual management fees were each in the second quintile of its Peer Group, while its actual total expenses were in the first quintile of its Peer Group.

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OTHER INFORMATION (continued)  

June 30, 2022 (Unaudited)

· With respect to the Ultra-Small Company Market Fund, the Small-Cap Value Fund, and the Blue Chip Fund, the Board considered that each Fund was in the first quintile of its applicable Peer Group for the contractual management fee, actual management fee and total expense ratio. The Board also considered the impact of the performance fee arrangement on actual management fees for the Small-Cap Value Fund.

In addition, the Board considered that the Adviser agreed to contractual expense limitation agreements for each of the Funds to ensure that total expense levels do not increase above certain asset percentage levels.

The foregoing comparisons assisted the Board in determining to approve the continuance of the Management Agreement for each Fund by providing it with a basis for evaluating each Fund’s management fee and total expense ratio on a relative basis. Based on their review, the Directors concluded that each Fund’s management fee was reasonable in view of the services received by the Fund and the other factors considered.

Profitability

The Board reviewed the materials it received from the Adviser regarding its revenues and costs in providing investment management and certain administrative services to the Funds and the Company as a whole. In particular, the Board considered the analysis of the Adviser’s profitability with respect to each Fund, calculated for the years ended December 31, 2018, December 31, 2019, December 31, 2020 and December 31, 2021. The Board also considered the Adviser’s representations that it does not track expenses or maintain staff on a per Fund basis and accordingly the Adviser needed to make certain assumptions to allocate expenses on a Fund-by-Fund basis in order to calculate Fund-by-Fund profitability, making the process a subjective one. The Board also considered that the Adviser was operating certain Funds at a loss but that the Adviser had the resources necessary to continue providing the same level of services to those Funds. Based on their review, the Directors concluded that the Adviser’s profitability from its relationship with each Fund was reasonable.

Economies of Scale

The Board considered the effect of each Fund’s current size and its potential growth on its performance and fees. With respect to whether economies of scale are expected to be realized by the Adviser as a Fund’s assets increase and whether advisory fee levels reflect these economies of scale for the benefit of Fund investors, the Board considered, on a Fund-by-Fund basis, the current level of advisory fees charged and fee structure and concluded that the Adviser’s fee structure with respect to each Fund was appropriate at this time. The Board considered that the Aggressive Investors 1 Fund and Ultra-Small Company Fund each have fee breakpoints in their management fee schedules although neither Fund is at a size currently to benefit from such breakpoints. With respect to Ultra-Small Company Market Fund and Managed Volatility Fund, the Board considered the Adviser’s representation that it believes that neither Fund will produce significant economies of scale because each Fund involves intensive and time-consuming portfolio and trading management, and as a result, neither Fund has breakpoints in its management fee schedule. Lastly, although the Small-Cap Value Fund, Blue Chip Fund and Managed Volatility Fund do not have fee breakpoints in their management fee schedules, the Board considered the Adviser’s explanation that these Funds were priced low relative to their respective Peer Groups and ahead of the economies of scale curve at launch. The Board noted that if a Fund’s assets increased over time, the Fund might realize other economies of scale if assets increased proportionally more than certain other expenses.

“Fallout” or Ancillary Benefits

The Board considered whether there were any “fall-out” or ancillary benefits that may accrue to the Adviser as a result of its relationships with the Funds. In terms of potential “fall-out” or ancillary benefits to the Adviser due to its position as manager of the Funds, the Board considered benefits related to track record and reputation, and portfolio trading and execution. The Board also considered the Adviser’s representations that it does not engage in pre-arranged soft dollar arrangements but that it may receive the benefit of research services provided by broker-dealers. In addition, the Board took into account that the Adviser receives administrative service fees from the Funds in exchange for providing certain administrative services to the Funds. The Board concluded that the benefits accruing to Adviser by virtue of its relationship with the Funds appeared to be reasonable.

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OTHER INFORMATION (continued)  

June 30, 2022 (Unaudited)

* * * * *

Based on all relevant information and factors discussed above, none of which was individually determinative of the outcome, the Board, including a majority of the Independent Directors, determined that the continuation of the Management Agreement for each Fund was in the best interests of the Fund. As a result, the Board, including a majority of the Independent Directors, approved the renewal of the Management Agreement for each Fund.

  94   Annual Report | June 30, 2022

DISCLOSURE OF FUND EXPENSES  

June 30, 2022 (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 January 1, 2022 and held until June 30, 2022.

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 1/1/22	Ending Account     Value at 6/30/22	Expense     Ratio	Expenses Paid During Period* 1/1/22 - 6/30/22
Bridgeway Aggressive Investors 1 Fund
Actual Fund Return	$1,000.00	$735.80	0.34%	$1.46
Hypothetical Fund Return	$1,000.00	$1,023.11	0.34%	$1.71
Bridgeway Ultra-Small Company Fund
Actual Fund Return	$1,000.00	$863.10	1.17%	$5.40
Hypothetical Fund Return	$1,000.00	$1,018.99	1.17%	$5.86
Bridgeway Ultra-Small Company Market Fund
Actual Fund Return	$1,000.00	$792.20	0.75%	$3.33
Hypothetical Fund Return	$1,000.00	$1,021.08	0.75%	$3.76
Bridgeway Small-Cap Value Fund
Actual Fund Return	$1,000.00	$863.10	0.87%	$4.02
Hypothetical Fund Return	$1,000.00	$1,020.48	0.87%	$4.36
Bridgeway Blue Chip Fund
Actual Fund Return	$1,000.00	$840.80	0.15%	$0.68
Hypothetical Fund Return	$1,000.00	$1,024.05	0.15%	$0.75
Bridgeway Managed Volatility Fund
Actual Fund Return	$1,000.00	$904.20	0.94%	$4.44
Hypothetical Fund Return	$1,000.00	$1,020.13	0.94%	$4.71

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DISCLOSURE OF FUND EXPENSES (continued)  

June 30, 2022 (Unaudited)

* 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 (181) divided by the number of days in the fiscal year (365).

  96   Annual Report | June 30, 2022

DIRECTORS & OFFICERS  

June 30, 2022 (Unaudited)

Independent Directors
Name, Address and Age1	Position         Held with         Bridgeway         Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway         Funds Overseen         by Director	Other Directorships Held by Director
Karen S. Gerstner Age 67	Director	Term: 1 Year Length: 1994 to Present.	Principal, Karen S. Gerstner & Associates, P.C., since 2004.	Eight	None
Miles Douglas Harper, III* Age 59	Director	Term: 1 Year Length: 1994 to Present.	Retired; formerly Partner, Carr, Riggs & Ingram, LLC, 2013 to June 2022.	Eight	Calvert Funds (42 Portfolios)
Evan Harrel Age 61	Director	Term: 1 Year Length: 2006 to Present.	Chief Operating Officer, Center for Compassionate Leadership since January 2020; Independent Consultant, 2016 to January 2020.	Eight	None

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DIRECTORS & OFFICERS (continued)  

June 30, 2022 (Unaudited)

“Interested” or Affiliated Director and Officer
Name, Address and Age1	Position(s) Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
John N. R. Montgomery2 Age 66	Vice President and Director	Term: 1 Year Length: 1993 to Present.	Chairman, Bridgeway Capital Management, since 2010; Vice President, Bridgeway Funds, 2005 to May 2015 and since June 2016.	Eight	None

  98   Annual Report | June 30, 2022

DIRECTORS & OFFICERS (continued)

June 30, 2022 (Unaudited)

Other Officers
Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Officer	Other Directorships Held by Officer
Richard P. Cancelmo, Jr. Age 64	Vice President	Term: 1 Year Length: 2004 to Present.	Vice President, Bridgeway Funds, since 2004; Staff member, Bridgeway Capital Management, since 2000.	N/A	None
Deborah L. Hanna Age 57	Secretary, Treasurer, and Chief Compliance Officer	Term: 1 Year Length: Secretary, 2007 to Present; Treasurer and Chief Compliance Officer, 2020 to Present.	Self-employed, accounting and related projects for various organizations, since 2001.	N/A	None
Sharon Lester Age 67	Vice President	Term: 1 Year Length: 2011 to Present.	Staff member, Bridgeway Capital Management, since 2010.	N/A	None
Tammira Philippe Age 48	President	Term: 1 Year Length: 2016 to Present.	President, Bridgeway Capital Management, since 2016.	N/A	None

* Independent Chairman

¹ The address of all of the Directors and Officers of Bridgeway Funds is 20 Greenway Plaza, Suite 450, Houston, Texas, 77046.

² John Montgomery is chairman, director and majority shareholder, and control person of BCM Scorp Holdco, Inc., which is the immediate parent company of the Adviser.

The overall management of the business and affairs of Bridgeway Funds is vested with its Board of Directors (the “Board”). The Board approves all significant agreements between Bridgeway Funds and persons or companies furnishing services to it, including agreements with its Adviser and custodian. The day-to-day operations of Bridgeway Funds are delegated to its officers, subject to its investment objectives and policies and general supervision by the Board.

The Funds’ Statement of Additional Information includes additional information about the Board and is available, without charge, upon request by calling 800-661-3550.

  bridgewayfunds.com   99

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

Annual Report

June 30, 2022

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	4
Schedule of Investments	8
OMNI TAX-MANAGED SMALL-CAP VALUE FUND
Manager’s Commentary	19
Schedule of Investments	23
STATEMENTS OF ASSETS AND LIABILITIES	33
STATEMENTS OF OPERATIONS	34
STATEMENTS OF CHANGES IN NET ASSETS	35
FINANCIAL HIGHLIGHTS	36
Notes to Financial Statements	38
Report of Independent Registered Public Accounting Firm	46
Other Information	47
Disclosure of Fund Expenses	54
Directors & Officers	55

June 30, 2022

Bridgeway Funds Standardized Returns (%) as of June 30, 2022 (Unaudited)

			Annualized
Fund1	Quarter	Six Months	1 Year	5 Years	10 Years	Inception to Date	Inception Date	Gross Expense Ratio2	Net Expense Ratio2
Omni Small-Cap Value	-12.69	-9.92	-4.65	6.86	10.45	10.71	8/31/2011	0.68%	0.60%
Omni Tax-Managed Small-Cap Value	-13.30	-10.88	-6.17	6.07	9.99	8.73	12/31/2010	0.69%	0.60%

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 June 30, 2022.

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 bridgewayfunds.com or call 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 800-661-3550 or visit the Funds’ website at bridgewayfunds.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 Annual Report | June 30, 2022

LETTER FROM THE INVESTMENT MANAGEMENT TEAM  

June 30, 2022 (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)  

June 30, 2022 (Unaudited)

Market Review

Performance across domestic equity markets was negative for the June 2022 quarter. Broad market returns for the quarter declined -16.70%, as represented by the Russell 3000 Index.

For the fiscal year ended June 30, 2022, broad market stocks fell -13.87%, as represented by the Russell 3000 Index. Value stocks outperformed growth stocks in all size categories. Larger stocks outperformed their smaller peers within style categories. As a result, large-cap value stocks, as represented by the Russell 1000 Value Index, had the best 12-month performance, returning -6.82%. As represented by the Russell 2000 Growth Index, small-cap growth stocks had the year’s worst performance, returning -33.43%.

The following table presents returns for the 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 US stocks.

Russell Style-Based Indexes Ranked by Performance for the Quarter and Fiscal Year Ended June 30, 2022

	Quarter	Fiscal Year
Best Performing	-12.21% Russell 1000® Value Index	-6.82% Russell 1000® Value Index
	-12.41% Russell 3000® Growth Index	-7.46% Russell 3000® Value Index
	-14.68% Russell Midcap® Value Index	-10.00% Russell Midcap® Value Index
	-15.28% Russell 2000® Value Index	-16.28% Russell 2000® Value Index
	-19.25% Russell 2000® Growth Index	-18.77% Russell 1000® Growth Index
	-20.83% Russell 3000® Growth Index	-19.78% Russell 3000® Growth Index
	-20.92% Russell 1000® Growth Index	-29.57% Russell Midcap® Growth Index
Worst Performing	-21.07% Russell Midcap® Growth Index	-33.43% Russell 2000® Growth Index

The Bridgeway Omni Funds in this 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.

The Russell 3000 Index is an unmanaged market-capitalization-weighted equity index. The index tracks the performance of the 3,000 largest US-traded stocks, which collectively account for roughly 97% of all US-incorporated equities. The Russell 3000 Value Index consists of stocks in the Russell 3000 Index with relatively lower price-to-book ratios and lower forecasted growth values. The Russell 3000 Growth Index consists of stocks in the Russell 3000 Index that display signs of above-average growth. The Russell 1000 Index is a stock market index that tracks the highest-ranking 1,000 stocks in the Russell 3000 Index. The Russell 1000 Value Index is a large-cap stock market index that consists of stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Growth Index is a large-cap stock market index that consists of stocks in the Russell 1000 Index that display signs of above-average growth. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index. The Russell Midcap Value Index is a midcap value index that consists of stocks in the Russell Midcap Index with lower price-to-book ratios and lower forecasted growth values. The Russell Midcap Growth Index is a midcap growth index that consists of stocks in the Russell Midcap Index that display signs of above-average growth. The Russell 2000 Index is a small-cap stock market index that makes up the smallest 2,000 stocks in the Russell 3000 Index. The Russell 2000 Value Index is a small-cap stock market index that consists of stocks in the Russell 2000 Index with lower price-to-book ratios and lower

2 Annual Report | June 30, 2022

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

June 30, 2022 (Unaudited)

forecasted growth values. The Russell 2000 Growth Index is a small-cap stock market index that consists of stocks in the Russell 2000 Index that display signs of above-average growth. It is not possible to invest directly in an index.

bridgewayfunds.com 3

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

June 30, 2022

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended June 30, 2022, our Fund returned -12.69%, outperforming our primary market benchmark, the Russell 2000 Value Index (-15.28%). It was a poor quarter on an absolute basis, but a good one on a relative basis.

For the fiscal year, our Fund returned -4.65%, outperforming the Russell 2000 Value Index (-16.28%).

The table below presents our June quarter, 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 June 30, 2022
					Annualized
	Quarter		1 Year		5 Years		10 Years		Since Inception (8/31/11)
Omni Small-Cap Value Fund		-12.69%		-4.65%		6.86%		10.45%		10.71%
Russell 2000 Value Index		-15.28%		-16.28%		4.89%		9.05%		9.45%

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.

4 Annual Report | June 30, 2022

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

Growth of a $10,000 Investment

from Inception August 31, 2011 to June 30, 2022

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 June 30, 2022, we held 621 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 deeper value stocks across multiple valuation metrics boosted relative returns during the period. However, the Fund’s tilt toward smaller stocks in the small-cap value universe detracted from relative performance.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to REITs improved relative returns, as the Real Estate sector was among the worst-performing sectors during the quarter. However, the Fund’s lack of exposure to Utilities stocks detracted from relative results as this sector outperformed the benchmark during the quarter.

Detailed Explanation of Fiscal Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics was the leading contributor to relative results. However, the Fund’s tilt toward smaller stocks in the small-cap value universe detracted from relative performance.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to these stocks detracted from relative results. Both the Real Estate and Utilities sectors outperformed the benchmark during the 12-month period, and the Utilities sector was one of only two sectors to post positive returns.

bridgewayfunds.com 5

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

Top Ten Holdings as of June 30, 2022

Rank	Description	Industry	% of Net Assets
1	Antero Resources Corp.	Energy	0.9%
2	PBF Energy, Inc., Class A	Energy	0.9%
3	Patterson-UTI Energy, Inc.	Energy	0.8%
4	United Natural Foods, Inc.	Consumer Staples	0.8%
5	Golar LNG, Ltd.	Energy	0.8%
6	SM Energy Co.	Energy	0.7%
7	CVR Energy, Inc.	Energy	0.6%
8	Scorpio Tankers, Inc.	Energy	0.6%
9	Alpha Metallurgical Resources, Inc.	Materials	0.6%
10	Dillard’s, Inc., Class A	Consumer Discretionary	0.6%
	Total		7.3%

Industry Sector Representation as of June 30, 2022

	% of Net Assets		% of Russell 2000 Value Index		Difference
Communication Services		3.6%		3.3%		0.3%
Consumer Discretionary		11.5%		9.6%		1.9%
Consumer Staples		4.4%		2.9%		1.5%
Energy		17.4%		5.0%		12.4%
Financials		36.1%		28.3%		7.8%
Health Care		1.7%		11.0%		-9.3%
Industrials		14.0%		12.7%		1.3%
Information Technology		4.2%		6.1%		-1.9%
Materials		6.4%		3.9%		2.5%
Real Estate		0.4%		11.9%		-11.5%
Utilities		0.0%		5.3%		-5.3%
Cash & Other Assets		0.3%		0.0%		0.3%
Total		100.0%		100.0%

Important Disclosure

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, June 30, 2022, 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.

6 Annual Report | June 30, 2022

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

bridgewayfunds.com 7

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.66%
Communication Services - 3.56%
AMC Networks, Inc., Class A*		140,000	$	4,076,800
ATN International, Inc.		63,500		2,978,785
Audacy, Inc.*		720,545		678,897
Beasley Broadcast Group, Inc., Class A*		163,600		209,408
Consolidated Communications Holdings, Inc.*		324,000		2,268,000
Cumulus Media, Inc., Class A*		84,100		650,093
DHI Group, Inc.*		185,000		919,450
EchoStar Corp., Class A*		230,500		4,448,650
Entravision Communications Corp., Class A		260,800		1,189,248
EW Scripps Co. (The), Class A*		261,166		3,256,740
Fluent, Inc.*		150,000		178,500
Gannett Co., Inc.*		563,200		1,633,280
Gray Television, Inc.		291,200		4,918,368
Marcus Corp. (The)*+		15,000		221,550
Mediaco Holding, Inc., Class A*		12,992		27,153
Saga Communications, Inc., Class A		21,761		540,761
Salem Media Group, Inc.*		55,800		118,296
Scholastic Corp.		146,750		5,278,598
SPAR Group, Inc.*		27,237		32,140
Spok Holdings, Inc.		45,000		283,500
Telephone and Data Systems, Inc.		315,800		4,986,482
Townsquare Media, Inc., Class A*		129,900		1,063,881
TrueCar, Inc.*		234,300		606,837
Urban One, Inc.*		151,800		649,704
				41,215,121
Consumer Discretionary - 11.45%
Aaron’s Co., Inc. (The)		70,000		1,018,500
Abercrombie & Fitch Co., Class A*		215,000		3,637,800
Adtalem Global Education, Inc.*		132,200		4,755,234
AMCON Distributing Co.		2,450		399,350
American Axle & Manufacturing Holdings, Inc.*		357,500		2,691,975
Ark Restaurants Corp.		21,100		379,800
Asbury Automotive Group, Inc.*+		17,100		2,895,714

Industry Company	Shares		Value
Consumer Discretionary (continued)
Bassett Furniture Industries, Inc.		26,750	$	484,710
Beazer Homes USA, Inc.*		118,500		1,430,295
Bed Bath & Beyond, Inc.*+		128,000		636,160
Big 5 Sporting Goods Corp.+		148,700		1,666,927
Big Lots, Inc.		134,200		2,814,174
Biglari Holdings, Inc., Class B*		6,200		760,740
Bluegreen Vacations Holding Corp.		53,551		1,336,633
Build-A-Bear Workshop, Inc.		47,100		773,382
Carrols Restaurant Group, Inc.		63,100		127,462
Cato Corp. (The), Class A		134,400		1,560,384
Century Casinos, Inc.*		22,400		161,280
Century Communities, Inc.		95,200		4,281,144
Charles & Colvard, Ltd.*		42,700		52,948
China Automotive Systems, Inc.*		95,650		258,255
Chuy’s Holdings, Inc.*		23,000		458,160
Citi Trends, Inc.*+		33,840		800,316
Conn’s, Inc.*		123,900		993,678
Container Store Group, Inc. (The)*		229,150		1,427,605
Crown Crafts, Inc.		21,050		131,773
Delta Apparel, Inc.*		29,900		848,263
Dillard’s, Inc., Class A+		32,500		7,168,525
Dixie Group, Inc. (The)*		44,950		57,536
Ethan Allen Interiors, Inc.+		75,500		1,525,855
Ever-Glory International Group, Inc.*		30,000		41,100
Fiesta Restaurant Group, Inc.*		22,900		163,506
Flanigan’s Enterprises, Inc.		14,000		420,000
Fossil Group, Inc.*		162,000		837,540
Genesco, Inc.*		59,500		2,969,645
G-III Apparel Group, Ltd.*		187,900		3,801,217
Golden Entertainment, Inc.*		4,500		177,975
Good Times Restaurants, Inc.*		106,000		319,060
Group 1 Automotive, Inc.+		6,050		1,027,290
Haverty Furniture Cos., Inc.		64,400		1,492,792
Hibbett, Inc.		45,900		2,006,289
Hooker Furnishings Corp.		26,000		404,300
Lakeland Industries, Inc.*		33,450		513,792
Lands’ End, Inc.*+		116,000		1,231,920
La-Z-Boy, Inc.		60,000		1,422,600
Lazydays Holdings, Inc.*		44,000		518,320
Legacy Housing Corp.*		15,000		195,750
Lifetime Brands, Inc.		77,650		857,256

8 Annual Report | June 30, 2022

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Lincoln Educational Services Corp.*		150,000	$	946,500
Live Ventures, Inc.*		10,450		261,355
M/I Homes, Inc.*		85,200		3,379,032
MarineMax, Inc.*		92,000		3,323,040
Modine Manufacturing Co.*		162,800		1,714,284
Motorcar Parts of America, Inc.*		65,000		852,800
Movado Group, Inc.		94,200		2,913,606
ODP Corp. (The)*		145,000		4,384,800
Patrick Industries, Inc.		55,000		2,851,200
Perdoceo Education Corp.*		176,000		2,073,280
Rocky Brands, Inc.		30,300		1,035,654
Shoe Carnival, Inc.		82,500		1,782,825
Signet Jewelers, Ltd.		79,400		4,244,724
Smith & Wesson Brands, Inc.		170,000		2,232,100
Sonic Automotive, Inc., Class A		121,100		4,435,893
Strategic Education, Inc.		86,100		6,076,938
Strattec Security Corp.*		18,800		623,220
Superior Group of Cos., Inc.		74,200		1,317,050
Tenneco, Inc., Class A*		237,000		4,066,920
Tilly’s, Inc., Class A+		154,400		1,083,888
TravelCenters of America, Inc.*		79,540		2,741,744
Tri Pointe Homes, Inc.*		266,000		4,487,420
Unifi, Inc.*		64,273		903,678
Universal Technical Institute, Inc.*		170,000		1,212,100
Vera Bradley, Inc.*		123,850		537,509
Vista Outdoor, Inc.*		40,187		1,121,217
VOXX International Corp.*		82,100		764,351
Weyco Group, Inc.+		31,500		770,175
Winnebago Industries, Inc.+		93,981		4,563,717
Zumiez, Inc.*		79,800		2,074,800
				132,710,750
Consumer Staples - 4.42%
Alico, Inc.		22,861		814,537
Andersons, Inc. (The)		71,900		2,371,981
Coffee Holding Co., Inc.		23,000		56,120
Cyanotech Corp.*		400		1,168
Edgewell Personal Care Co.		150,300		5,188,356
Fresh Del Monte Produce, Inc.		177,800		5,250,434
Ingles Markets, Inc., Class A		75,301		6,532,362

Industry Company	Shares		Value
Consumer Staples (continued)
Lifeway Foods, Inc.*		5,000	$	24,850
Mannatech, Inc.		8,400		139,860
Natural Alternatives International, Inc.*		23,000		240,120
Natural Grocers by Vitamin Cottage, Inc.		36,100		575,795
Oil-Dri Corp. of America		17,558		538,153
Rite Aid Corp.*+		160,500		1,081,770
Seneca Foods Corp., Class A*		40,100		2,227,154
SpartanNash Co.		161,946		4,885,911
TreeHouse Foods, Inc.*		124,700		5,214,954
United Natural Foods, Inc.*		221,000		8,707,400
Village Super Market, Inc., Class A		22,500		513,225
Weis Markets, Inc.		92,325		6,881,905
Willamette Valley Vineyards, Inc.*		5,000		31,350
				51,277,405
Energy - 17.37%
Adams Resources & Energy, Inc.		20,500		659,895
Alto Ingredients, Inc.*+		176,900		656,299
Antero Resources Corp.*		353,600		10,837,840
Archrock, Inc.		436,755		3,611,964
Ardmore Shipping Corp.*		75,000		522,750
Berry Corp.		318,000		2,423,160
Bristow Group, Inc.*		141,299		3,306,397
Centennial Resource Development, Inc., Class A*		1,172,500		7,011,550
Civitas Resources, Inc.+		95,000		4,967,550
Comstock Resources, Inc.*		577,800		6,979,824
CONSOL Energy, Inc.*		137,900		6,809,502
CVR Energy, Inc.		222,000		7,437,000
Delek US Holdings, Inc.*		214,500		5,542,680
DHT Holdings, Inc.+		647,322		3,968,084
Dorian LPG, Ltd.		211,300		3,211,760
Earthstone Energy, Inc., Class A*+		194,000		2,648,100
Epsilon Energy, Ltd.+		90,000		530,100
Forum Energy Technologies, Inc.*		9,000		176,580
Frontline, Ltd.*+		621,100		5,502,946
Geospace Technologies Corp.*		75,000		355,500
Golar LNG, Ltd.*		381,500		8,679,125
Gran Tierra Energy, Inc.*		351,700		404,455
Green Plains, Inc.*+		21,100		573,287
Hallador Energy Co.*		255,000		1,379,550

bridgewayfunds.com 9

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Helix Energy Solutions Group, Inc.*		596,000	$	1,847,600
International Seaways, Inc.+		112,590		2,386,908
Mammoth Energy Services, Inc.*		121,400		267,080
Nabors Industries, Ltd.*		32,200		4,311,580
NACCO Industries, Inc., Class A		22,445		850,665
National Energy Services Reunited Corp.*		298,700		2,025,186
Natural Gas Services Group, Inc.*		64,752		712,272
NCS Multistage Holdings, Inc.*		6,000		183,600
Newpark Resources, Inc.*		510,800		1,578,372
Nine Energy Service, Inc.*		35,000		92,750
Oil States International, Inc.*		244,400		1,324,648
Overseas Shipholding Group, Inc., Class A*		593,300		1,216,265
Par Pacific Holdings, Inc.*		99,000		1,543,410
Patterson-UTI Energy, Inc.		564,000		8,888,640
PBF Energy, Inc., Class A*		347,600		10,087,352
PDC Energy, Inc.		44,600		2,747,806
PHX Minerals, Inc.		40,000		121,600
ProPetro Holding Corp.*		400,000		4,000,000
Range Resources Corp.*		240,000		5,940,000
Ranger Energy Services, Inc.*		38,400		389,376
Ranger Oil Corp., Class A*		49,500		1,627,065
Ring Energy, Inc.*+		774,500		2,060,170
SandRidge Energy, Inc.*		130,050		2,037,883
Scorpio Tankers, Inc.		213,467		7,366,746
SEACOR Marine Holdings, Inc.*		86,800		499,968
Select Energy Services, Inc., Class A*		152,500		1,040,050
SFL Corp., Ltd.		550,000		5,219,500
SM Energy Co.		243,000		8,308,170
Smart Sand, Inc.*		305,200		610,400
Talos Energy, Inc.*		293,400		4,538,898
Teekay Corp.*		590,000		1,699,200
Teekay Tankers, Ltd., Class A*		103,625		1,826,909
Transocean, Ltd.*		1,441,000		4,798,530
US Silica Holdings, Inc.*		355,000		4,054,100
VAALCO Energy, Inc.+		400,000		2,776,000
Weatherford International PLC*		207,000		4,382,190
Whiting Petroleum Corp.		84,500		5,748,535

Industry Company	Shares		Value
Energy (continued)
World Fuel Services Corp.		196,100	$	4,012,206
				201,317,528
Financials - 36.04%
1st Source Corp.		85,000		3,859,000
Acacia Research Corp.*		196,000		987,840
ACNB Corp.+		51,400		1,526,066
Affinity Bancshares, Inc.*		31,500		467,775
Alerus Financial Corp.		47,300		1,126,213
Allegiance Bancshares, Inc.		51,500		1,944,640
Amalgamated Financial Corp.		104,930		2,075,515
A-Mark Precious Metals, Inc.		15,558		501,745
Amerant Bancorp, Inc.		79,394		2,232,559
American National Bankshares, Inc.		25,000		865,250
AmeriServ Financial, Inc.		118,000		464,920
Ames National Corp.		1,008		22,357
Argo Group International Holdings, Ltd.		97,484		3,593,260
Associated Capital Group, Inc., Class A		22,571		808,719
Auburn National BanCorp, Inc.		12,000		324,480
Banc of California, Inc.		168,043		2,960,918
Banco Latinoamericano de Comercio Exterior SA, Class E		113,400		1,504,818
Bank of Marin Bancorp		12,247		389,210
Bank of NT Butterfield & Son, Ltd. (The)		113,500		3,540,065
Bank of Princeton (The)		34,480		946,821
Bank of the James Financial Group, Inc.		5,600		72,800
Bank7 Corp.		51,500		1,176,260
BankFinancial Corp.		59,912		562,574
Bankwell Financial Group, Inc.+		15,000		465,750
Banner Corp.		91,127		5,122,249
Bar Harbor Bankshares		50,966		1,317,981
BayCom Corp.		913		18,881
BCB Bancorp, Inc.		60,400		1,028,612
Berkshire Hills Bancorp, Inc.		134,801		3,339,021
Blue Ridge Bankshares, Inc.+		59,500		911,540
Broadway Financial Corp.*		469,300		497,458
Brookline Bancorp, Inc.		250,000		3,327,500
Business First Bancshares, Inc.		65,000		1,385,150

10 Annual Report | June 30, 2022

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Byline Bancorp, Inc.		120,800	$	2,875,040
C&F Financial Corp.		9,900		455,103
Camden National Corp.		65,600		2,889,680
Capital Bancorp, Inc.		76,950		1,669,815
Capital City Bank Group, Inc.		37,172		1,036,727
Capstar Financial Holdings, Inc.		51,813		1,016,571
Carlyle Secured Lending, Inc.		14,000		177,800
Carter Bankshares, Inc.*		30,685		405,042
CB Financial Services, Inc.		26,400		603,504
Central Pacific Financial Corp.		59,000		1,265,550
Central Valley Community Bancorp		55,000		797,500
Chemung Financial Corp.		19,500		916,500
ChoiceOne Financial Services, Inc.		1,000		20,140
Citizens Community Bancorp, Inc.		59,400		821,502
Citizens, Inc.*+		96,040		402,408
Civista Bancshares, Inc.		42,523		904,039
CNB Financial Corp.		41,900		1,013,561
Codorus Valley Bancorp, Inc.		56,622		1,274,561
Community Financial Corp. (The)		34,590		1,275,679
Community Trust Bancorp, Inc.		60,000		2,426,400
Community West Bancshares		57,000		815,670
ConnectOne Bancorp, Inc.		151,646		3,707,745
Consumer Portfolio Services, Inc.*		171,850		1,761,462
Cowen, Inc., Class A		110,500		2,617,745
Crawford & Co., Class A+		60,000		468,000
Crawford & Co., Class B		23,100		162,855
CrossFirst Bankshares, Inc.*		85,700		1,131,240
Curo Group Holdings Corp.		60,600		335,118
Customers Bancorp, Inc.*		122,391		4,149,055
Dime Community Bancshares, Inc.		125,616		3,724,514
Donegal Group, Inc., Class A		111,000		1,892,550
Donnelley Financial Solutions, Inc.*		54,100		1,584,589
Eagle Bancorp Montana, Inc.		29,800		593,318
Eagle Bancorp, Inc.		106,670		5,057,225
Elevate Credit, Inc.*		157,900		372,644

Industry Company	Shares		Value
Financials (continued)
Emclaire Financial Corp.		1,200	$	41,880
Employers Holdings, Inc.		52,600		2,203,414
Encore Capital Group, Inc.*		107,500		6,210,275
Enova International, Inc.*		90,407		2,605,530
Enterprise Bancorp, Inc.		39,375		1,267,481
Enterprise Financial Services Corp.		81,191		3,369,427
Equity Bancshares, Inc., Class A		91,000		2,653,560
Esquire Financial Holdings, Inc.		22,000		732,600
ESSA Bancorp, Inc.		25,200		423,360
Evans Bancorp, Inc.		18,101		615,253
EZCORP, Inc., Class A*		316,200		2,374,662
Farmers National Banc Corp.		88,450		1,326,750
Federal Agricultural Mortgage Corp., Class C		26,600		2,597,490
Financial Institutions, Inc.		53,400		1,389,468
First BanCorp Puerto Rico		485,700		6,270,387
First Bancorp/Southern Pines NC		62,473		2,180,308
First Bancshares, Inc. (The)		79,400		2,270,840
First Bank		61,800		863,964
First Busey Corp.		184,000		4,204,400
First Business Financial Services, Inc.		45,400		1,416,026
First Capital, Inc.		15,035		407,298
First Commonwealth Financial Corp.		273,800		3,674,396
First Community Bankshares, Inc.		4,579		134,668
First Community Corp.		35,000		670,950
First Financial Bancorp		200,000		3,880,000
First Financial Corp.		39,362		1,751,609
First Financial Northwest, Inc.		42,882		666,386
First Guaranty Bancshares, Inc.+		27,472		667,844
First Internet Bancorp		61,600		2,268,112
First Merchants Corp.		128,100		4,562,922
First Mid Bancshares, Inc.		51,500		1,837,005
First National Corp.		33,800		616,850
First Northwest Bancorp		19,887		310,237
First of Long Island Corp. (The)		20,600		361,118
First Savings Financial Group, Inc.		1,000		23,940
First United Corp.		21,876		410,394
First US Bancshares, Inc.		6,468		71,148

bridgewayfunds.com 11

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
First Western Financial, Inc.*		64,800	$	1,761,912
Flushing Financial Corp.		93,297		1,983,494
FNCB Bancorp, Inc.		135,700		1,085,600
Franklin Financial Services Corp.		30,700		925,912
FS Bancorp, Inc.		28,700		823,977
FVCBankcorp, Inc.*+		22,000		414,260
Genworth Financial, Inc., Class A*		1,300,000		4,589,000
Great Southern Bancorp, Inc.		10,000		585,600
Guild Holdings Co., Class A		227,001		2,313,140
Hallmark Financial Services, Inc.*		90,000		217,800
Hanmi Financial Corp.		143,100		3,211,164
HarborOne Bancorp, Inc.		169,100		2,331,889
Hawthorn Bancshares, Inc.		27,312		696,183
HCI Group, Inc.+		11,500		779,240
Heartland Financial USA, Inc.		102,100		4,241,234
Hennessy Advisors, Inc.+		7,000		73,080
Heritage Commerce Corp.		12,900		137,901
Heritage Financial Corp.		88,400		2,224,144
Heritage Insurance Holdings, Inc.		70,100		185,064
HMN Financial, Inc.		31,800		733,944
Home Bancorp, Inc.		30,494		1,040,760
HomeStreet, Inc.		82,800		2,870,676
Hope Bancorp, Inc.		385,800		5,339,472
Horace Mann Educators Corp.		96,200		3,692,156
Horizon Bancorp, Inc.		177,667		3,094,959
Independent Bank Corp.		88,100		1,698,568
Independent Bank Group, Inc.		57,750		3,921,803
Investar Holding Corp.		43,000		941,700
Investors Title Co.		2,094		328,528
Kingstone Cos., Inc.		45,300		178,482
Lakeland Bancorp, Inc.		170,654		2,494,961
Landmark Bancorp, Inc.		16,061		406,986
LCNB Corp.		58,600		876,070
LendingClub Corp.*		156,500		1,829,485
Limestone Bancorp, Inc.		36,150		665,521
Logan Ridge Finance Corp.*		12,600		197,820
Luther Burbank Corp.		258,197		3,369,471
Macatawa Bank Corp.		19,000		167,960
MainStreet Bancshares, Inc.		21,000		478,170
Malvern Bancorp, Inc.*		4,900		78,743

Industry Company	Shares		Value
Financials (continued)
Manning & Napier, Inc.		262,875	$	3,278,051
Mercantile Bank Corp.		39,200		1,252,440
Merchants Bancorp		132,611		3,006,291
Meridian Corp.		17,500		530,250
Meta Financial Group, Inc.		101,931		3,941,672
Metrocity Bankshares, Inc.		9,291		188,700
Metropolitan Bank Holding Corp.*		21,400		1,485,588
Mid Penn Bancorp, Inc.		25,703		693,210
Middlefield Banc Corp.		34,000		856,800
Midland States Bancorp, Inc.		113,700		2,733,348
MidWestOne Financial Group, Inc.		41,460		1,232,191
MVB Financial Corp.		32,600		1,014,186
National Western Life Group, Inc., Class A		10,778		2,184,701
Navient Corp.		450,000		6,295,500
NI Holdings, Inc.*		50,000		821,500
Nicholas Financial, Inc.*		43,400		404,488
Nicolet Bankshares, Inc.*		21,170		1,531,438
NMI Holdings, Inc., Class A*		264,900		4,410,585
Northfield Bancorp, Inc.		55,000		716,650
Northrim BanCorp, Inc.		16,900		680,394
Northwest Bancshares, Inc.+		363,200		4,648,960
Oak Valley Bancorp		40,000		688,000
OceanFirst Financial Corp.		219,223		4,193,736
Ocwen Financial Corp.*		25,001		685,027
OFG Bancorp		120,000		3,048,000
Ohio Valley Banc Corp.		15,700		473,826
Old Point Financial Corp.		1,000		25,280
Old Second Bancorp, Inc.		85,550		1,144,659
OP Bancorp		91,900		964,031
Oportun Financial Corp.*		152,400		1,260,348
Oppenheimer Holdings, Inc., Class A		64,493		2,130,849
Origin Bancorp, Inc.		30,622		1,188,134
Orrstown Financial Services, Inc.+		25,600		618,752
Pacific Premier Bancorp, Inc.		17,200		502,928
Parke Bancorp, Inc.		50,099		1,050,075
Pathfinder Bancorp, Inc.		3,000		59,790
Patriot National Bancorp, Inc.*		18,500		225,145
PCB Bancorp		58,600		1,094,648
Peapack-Gladstone Financial Corp.		49,894		1,481,852
Penns Woods Bancorp, Inc.		15,034		347,135

12 Annual Report | June 30, 2022

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Peoples Bancorp of North Carolina, Inc.		27,617	$	750,078
Peoples Bancorp, Inc.		112,897		3,003,060
Peoples Financial Services Corp.		22,900		1,278,736
Piper Sandler Cos.		35,500		4,024,280
Plumas Bancorp+		2,000		57,080
PRA Group, Inc.*		50,000		1,818,000
Preferred Bank		31,000		2,108,620
Premier Financial Corp.		120,300		3,049,605
Primis Financial Corp.		64,158		874,474
ProAssurance Corp.		150,700		3,561,041
Provident Bancorp, Inc.		54,600		857,220
Provident Financial Holdings, Inc.		51,000		756,330
Provident Financial Services, Inc.+		167,731		3,733,692
QCR Holdings, Inc.		33,500		1,808,665
Randolph Bancorp, Inc.		2,500		66,125
RBB Bancorp		105,883		2,188,602
Red River Bancshares, Inc.		200		10,816
Regional Management Corp.		56,100		2,096,457
Renasant Corp.		159,780		4,603,262
Republic Bancorp, Inc., Class A		49,362		2,381,717
Republic First Bancorp, Inc.*		175,000		666,750
Rhinebeck Bancorp, Inc.*		15,000		140,850
Riverview Bancorp, Inc.		119,500		786,310
S&T Bancorp, Inc.		102,801		2,819,831
Safety Insurance Group, Inc.		54,445		5,286,609
Salisbury Bancorp, Inc.		2,183		103,081
Sandy Spring Bancorp, Inc.		1,700		66,419
SB Financial Group, Inc.		35,490		612,557
Security National Financial Corp., Class A*		28,887		244,380
Shore Bancshares, Inc.		88,736		1,641,616
Sierra Bancorp		78,000		1,694,940
Simmons First National Corp., Class A		65,108		1,384,196
SiriusPoint, Ltd.*		565,300		3,063,926
SmartFinancial, Inc.		56,500		1,365,040
Sound Financial Bancorp, Inc.		10,000		379,500
South Plains Financial, Inc.		99,700		2,406,758
Southern First Bancshares, Inc.*		48,645		2,120,436
Southern Missouri Bancorp, Inc.		11,000		497,860

Industry Company	Shares		Value
Financials (continued)
SouthState Corp.		18,180	$	1,402,587
Sterling Bancorp, Inc.*		200,000		1,140,000
Stewart Information Services Corp.		108,314		5,388,621
StoneX Group, Inc.*		61,703		4,817,153
Summit Financial Group, Inc.		65,515		1,820,007
Summit State Bank		21,000		319,620
SuRo Capital Corp.+		96,463		617,363
SWK Holdings Corp.*		58,405		1,020,335
Territorial Bancorp, Inc.		30,000		625,500
Timberland Bancorp, Inc.		47,900		1,197,500
Tiptree, Inc.		177,200		1,881,864
TriCo Bancshares		75,900		3,464,076
TrustCo Bank Corp. NY		36,680		1,131,211
Trustmark Corp.		165,500		4,830,945
Union Bankshares, Inc.		139		3,635
United Bancorp, Inc.		17,000		278,630
United Bancshares, Inc.		19,900		566,354
United Fire Group, Inc.		93,300		3,193,659
Unity Bancorp, Inc.		43,867		1,161,598
Universal Insurance Holdings, Inc.		160,516		2,091,523
Univest Financial Corp.		154,079		3,919,770
US Global Investors, Inc., Class A		48,500		212,430
Velocity Financial, Inc.*		60,000		659,400
Veritex Holdings, Inc.		102,380		2,995,639
Virtus Investment Partners, Inc.		17,232		2,947,017
Walker & Dunlop, Inc.		26,475		2,550,602
Washington Federal, Inc.		140,000		4,202,800
Waterstone Financial, Inc.		47,000		801,350
Western New England Bancorp, Inc.		125,000		932,500
Westwood Holdings Group, Inc.		12,452		171,838
World Acceptance Corp.*		20,100		2,256,024
WSFS Financial Corp.+		33,020		1,323,772
				417,630,980
Health Care - 1.72%
AlerisLife, Inc.*		36,300		43,560
American Shared Hospital Services*		8,500		18,870
Brookdale Senior Living, Inc.*		561,000		2,546,940
CareCloud, Inc.*		22,800		78,090
Co.-Diagnostics, Inc.*+		100,400		563,244
Emergent BioSolutions, Inc.*		147,000		4,562,880

bridgewayfunds.com 13

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
FONAR Corp.*		16,500	$	250,635
Fulgent Genetics, Inc.*		92,708		5,055,367
iTeos Therapeutics, Inc.*		50,000		1,030,000
National HealthCare Corp.		18,500		1,293,150
Ovid therapeutics, Inc.*		221,100		475,365
Owens & Minor, Inc.		68,700		2,160,615
Prestige Consumer Healthcare, Inc.*		5,000		294,000
REGENXBIO, Inc.*		59,900		1,479,530
XBiotech, Inc.		10,000		56,300
				19,908,546
Industrials - 14.02%
ACCO Brands Corp.		342,700		2,237,831
Acme United Corp.		15,000		475,050
Air Transport Services Group, Inc.*		105,000		3,016,650
Allegiant Travel Co.*		25,200		2,849,868
Apogee Enterprises, Inc.		19,400		760,868
ARC Document Solutions, Inc.		233,700		614,631
ArcBest Corp.		69,500		4,890,715
Art’s-Way Manufacturing Co., Inc.*		14,459		42,654
Atlas Air Worldwide Holdings, Inc.*		75,700		4,671,447
Avalon Holdings Corp., Class A*		16,900		43,940
BGSF, Inc.		18,000		222,480
BlueLinx Holdings, Inc.*		15,000		1,002,150
Boise Cascade Co.		106,000		6,305,940
BrightView Holdings, Inc.*		342,100		4,105,200
Caesarstone, Ltd.		85,600		781,528
Chicago Rivet & Machine Co.		1,000		28,490
Civeo Corp.*		46,903		1,213,381
CompX International, Inc.		1,000		23,190
Concrete Pumping Holdings, Inc.*		263,000		1,593,780
Cornerstone Building Brands, Inc.*		184,500		4,518,405
Costamare, Inc.		477,200		5,774,120
Covenant Logistics Group, Inc.		85,400		2,142,686
DLH Holdings Corp.*		80,050		1,219,962
DXP Enterprises, Inc.*		38,922		1,192,181
Eagle Bulk Shipping, Inc.		60,600		3,143,928
Eastern Co. (The)		19,601		398,684
Genco Shipping & Trading, Ltd.		245,900		4,750,788
GMS, Inc.*		108,200		4,814,900

Industry Company	Shares		Value
Industrials (continued)
Greenbrier Cos., Inc. (The)		96,700	$	3,480,233
H&E Equipment Services, Inc.		30,900		895,173
Hawaiian Holdings, Inc.*+		150,000		2,146,500
Hub Group, Inc., Class A*		20,000		1,418,800
Hudson Technologies, Inc.*		18,200		136,682
Hurco Cos., Inc.		10,060		248,884
INNOVATE Corp.*+		134,300		232,339
KAR Auction Services, Inc.*		275,000		4,061,750
Kelly Services, Inc., Class A		99,300		1,969,119
L B Foster Co., Class A*		35,700		459,459
LS Starrett Co. (The), Class A*		10,632		74,637
LSI Industries, Inc.		104,900		647,233
Manitowoc Co., Inc. (The)*		196,550		2,069,672
Matthews International Corp., Class A		75,000		2,150,250
Maxar Technologies, Inc.		133,000		3,469,970
Mayville Engineering Co., Inc.*		28,710		222,215
Mega Matrix Corp.		14,845		20,189
Mesa Air Group, Inc.*		119,600		261,924
Miller Industries, Inc.		34,400		779,848
Mistras Group, Inc.*		104,850		622,809
MRC Global, Inc.*		253,800		2,527,848
MYR Group, Inc.*		46,020		4,055,743
NL Industries, Inc.		57,594		568,453
NN, Inc.*		126,000		318,780
Northwest Pipe Co.*		50,000		1,497,000
NOW, Inc.*		301,566		2,949,315
Orion Group Holdings, Inc.*		173,222		394,946
P&F Industries, Inc., Class A*		696		3,953
PAM Transportation Services, Inc.*		115,220		3,155,876
Pangaea Logistics Solutions, Ltd.		296,300		1,505,204
Park-Ohio Holdings Corp.		52,515		832,888
Patriot Transportation Holding, Inc.		7,500		55,800
Performant Financial Corp.*		175,000		460,250
Perma-Pipe International Holdings, Inc.*		14,000		126,000
Pineapple Energy, Inc.		2,100		4,914
Powell Industries, Inc.		25,000		584,250
Preformed Line Products Co.		16,375		1,007,063
Primoris Services Corp.		192,100		4,180,096
Quad/Graphics, Inc.*		181,500		499,125

14 Annual Report | June 30, 2022

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Quanex Building Products Corp.		91,700	$	2,086,175
Quest Resource Holding Corp.*		41,500		169,735
REV Group, Inc.		250,000		2,717,500
Rush Enterprises, Inc., Class A		112,900		5,441,780
Rush Enterprises, Inc., Class B		56,410		2,798,500
Safe Bulkers, Inc.		757,100		2,892,122
Servotronics, Inc.*		1,500		16,875
SIFCO Industries, Inc.*		6,500		20,150
SkyWest, Inc.*		172,500		3,665,625
Steelcase, Inc., Class A		350,000		3,755,500
Sterling Infrastructure, Inc.*		100,000		2,192,000
Textainer Group Holdings, Ltd.		216,900		5,945,229
Titan Machinery, Inc.*		129,800		2,908,818
TrueBlue, Inc.*		63,350		1,133,965
Tutor Perini Corp.*		148,700		1,305,586
Ultralife Corp.*		77,400		352,170
Universal Logistics Holdings, Inc.		22,100		603,551
US Xpress Enterprises, Inc., Class A*		195,000		522,600
USA Truck, Inc.*		53,850		1,691,967
Vectrus, Inc.*		35,000		1,171,100
Veritiv Corp.*		53,500		5,807,425
Wabash National Corp.+		73,900		1,003,562
Williams Industrial Services Group, Inc.*		55,000		76,450
Willis Lease Finance Corp.*		35,400		1,326,792
				162,535,814
Information Technology - 4.23%
Alpha & Omega Semiconductor, Ltd.*+		149,544		4,985,797
AstroNova, Inc.*		5,000		59,900
Bel Fuse, Inc., Class B		32,000		497,920
Benchmark Electronics, Inc.		124,000		2,797,440
Computer Task Group, Inc.*		47,250		404,460
Comtech Telecommunications Corp.		14,200		128,794
Conduent, Inc.*		875,600		3,782,592
Daktronics, Inc.*		121,500		365,715
Ebix, Inc.+		55,000		929,500
EMCORE Corp.*		98,700		303,009
Franklin Wireless Corp.*		32,000		103,360

Industry Company	Shares		Value
Information Technology (continued)
Greenidge Generation Holdings, Inc.*		8,625	$	21,907
Information Services Group, Inc.		140,300		948,428
Kimball Electronics, Inc.*		87,600		1,760,760
NETGEAR, Inc.*		65,000		1,203,800
NetScout Systems, Inc.*		202,400		6,851,240
NetSol Technologies, Inc.*		48,100		153,198
Network-1 Technologies, Inc.		159,000		381,600
Photronics, Inc.*		206,050		4,013,854
Ribbon Communications, Inc.*		218,500		664,240
Richardson Electronics, Ltd.		30,000		439,800
Sanmina Corp.*		145,100		5,909,923
ScanSource, Inc.*		72,100		2,245,194
StarTek, Inc.*		232,000		670,480
Steel Connect, Inc.*		65,000		87,100
Taitron Components, Inc., Class A		10,000		36,500
Trio-Tech International*		21,800		94,394
TTM Technologies, Inc.*		345,153		4,314,413
Wayside Technology Group, Inc.		16,400		545,136
WidePoint Corp.*		19,000		45,410
Xperi Holding Corp.		296,800		4,282,824
				49,028,688
Materials - 6.43%
Advanced Emissions Solutions, Inc.*		92,075		431,832
AdvanSix, Inc.		70,000		2,340,800
AgroFresh Solutions, Inc.*		148,300		265,458
Alpha Metallurgical Resources, Inc.		56,000		7,231,280
American Vanguard Corp.		145,000		3,240,750
Ampco-Pittsburgh Corp.*		60,000		232,200
Caledonia Mining Corp. PLC		9,200		100,740
Carpenter Technology Corp.		140,000		3,907,400
Clearwater Paper Corp.*		111,650		3,754,789
Core Molding Technologies, Inc.*		30,000		275,700
Ecovyst, Inc.		5,900		58,115
Friedman Industries, Inc.		52,100		424,094
FutureFuel Corp.		112,800		821,184
Glatfelter Corp.		190,400		1,309,952
Haynes International, Inc.		30,410		996,536
Intrepid Potash, Inc.*		42,356		1,918,303

bridgewayfunds.com 15

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

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Materials (continued)
Kaiser Aluminum Corp.		17,500	$	1,384,075
Koppers Holdings, Inc.		80,100		1,813,464
Mercer International, Inc.		301,150		3,960,123
Minerals Technologies, Inc.		28,400		1,742,056
Olympic Steel, Inc.		37,000		952,750
Pactiv Evergreen, Inc.		10,000		99,600
Ramaco Resources, Inc.		91,400		1,201,910
Rayonier Advanced Materials, Inc.*		324,500		850,190
Resolute Forest Products, Inc.*		306,500		3,910,940
Ryerson Holding Corp.		90,000		1,916,100
Schnitzer Steel Industries, Inc., Class A		127,800		4,196,952
SunCoke Energy, Inc.		392,700		2,674,287
Synalloy Corp.*		34,425		484,015
TimkenSteel Corp.*		233,700		4,372,527
Tredegar Corp.		91,700		917,000
Trinseo PLC		121,500		4,672,890
Tronox Holdings PLC, Class A		310,985		5,224,548
Universal Stainless & Alloy Products, Inc.*		24,950		184,630
Valhi, Inc.		48,099		2,180,809
Warrior Met Coal, Inc.		146,992		4,499,425
				74,547,424
Real Estate - 0.42%
AMREP Corp.*		52,000		583,440
Anywhere Real Estate, Inc.*		370,600		3,642,998
Forestar Group, Inc.*		8,800		120,472
RE/MAX Holdings, Inc., Class A		20,000		490,400
				4,837,310
TOTAL COMMON STOCKS - 99.66%				1,155,009,566
(Cost $913,476,529)
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***		221		4,718
TOTAL PREFERRED STOCK - 0.00%				4,718
(Cost $4,597)

Industry Company				Shares		Value
RIGHTS - 0.01%
Pineapple Holdings, Inc., CVR*Δ#					5,000	$	—
Pan American Silver Corp., CVR*					150,000		106,440
TOTAL RIGHTS - 0.01%							106,440
(Cost $34,500)
WARRANTS - 0.02%
Nabors Industries, Ltd., expiring 06/11/26*					7,920		253,282
TOTAL WARRANTS - 0.02%							253,282
(Cost $ – )
	Rate^			Shares		Value
MONEY MARKET FUND - 0.31%
Fidelity Investments Money Market Government Portfolio Class I		1.21	%		3,605,470		3,605,470
TOTAL MONEY MARKET FUND - 0.31%							3,605,470
(Cost $3,605,470)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.59%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		1.46	%		18,402,272		18,402,272
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.59%							18,402,272
(Cost $18,402,272)
TOTAL INVESTMENTS - 101.59%						$	1,177,381,748
(Cost $935,523,368)
Liabilities in Excess of Other Assets - (1.59%)							(18,440,312	)
NET ASSETS - 100.00%						$	1,158,941,436

16 Annual Report | June 30, 2022

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

#   Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $0, which is 0.00% of total net assets. *   Non-income producing security. **  This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2022. ***   Security is perpetual and has no stated maturity date. ^  Rate disclosed as of June 30, 2022. Δ   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 June 30, 2022. Total loaned securities had a value of $36,779,609, which included loaned securities with a value of $82,456 that have been sold and are pending settlement as of June 30, 2022. The total market value of loaned securities excluding these pending sales is $36,697,153. See Note 2 for disclosure of cash and non-cash collateral.   CVR - Contingent Value Right PLC - Public Limited Company                                          

Summary of inputs used to value the Fund’s investments as of 6/30/2022:

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)		$1,155,009,566		$–		$–		$1,155,009,566
Preferred Stock		4,718		–		–		4,718
Rights		106,440		–		0		106,440
Warrants		253,282		–		–		253,282
Money Market Fund		3,605,470		–		–		3,605,470
Investments Purchased With Cash Proceeds From Securities Lending		18,402,272		–		–		18,402,272
TOTAL		$1,177,381,748		$–		$0		$1,177,381,748

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

bridgewayfunds.com 17

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

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 06/30/2021	$	0
Purchases		0
Sales		(11,767)
Return of Capital		–
Realized Gain/(Loss)		1,548
Change in unrealized Appreciation/(Depreciation)		10,219
Transfers in		–
Transfers out		–
Balance as of 06/30/2022	$	0
Net change in unrealized Appreciation/(Depreciation) from investments held as of 06/30/2022	$	–

See Notes to Financial Statements.

18 Annual Report | June 30, 2022

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

June 30, 2022

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

For the quarter ended June 30, 2022, our Fund returned -13.30%, outperforming our primary market benchmark, the Russell 2000 Value Index (-15.28%). It was a poor quarter on an absolute basis, but a good one on a relative basis.

For the fiscal year, our Fund returned -6.17%, outperforming the Russell 2000 Value Index (-16.28%).

The table below presents our June quarter, 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 June 30, 2022
					Annualized
	Quarter		1 Year		5 Years		10 Years		Since Inception (12/31/10)
Omni Tax-Managed Small-Cap Value Fund		-13.30%		-6.17%		6.07%		9.99%		8.73%
Russell 2000 Value Index		-15.28%		-16.28%		4.89%		9.05%		8.04%

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 19

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

Growth of a $10,000 Investment

from Inception December 31, 2010 to June 30, 2022

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 June 30, 2022, we held 631 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 deeper value stocks across different valuation metrics benefited relative returns. However, the Fund’s tilt toward smaller stocks in the small-cap value universe hurt relative returns, as the benchmark’s smaller stocks underperformed their larger counterparts during the quarter.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to REITs improved relative results. However, avoiding Utilities stocks detracted from relative returns as those securities outperformed the benchmark.

Detailed Explanation of Fiscal Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics boosted relative performance. However, the Fund’s tilt toward smaller stocks in the small-cap value universe detracted from relative results.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. This positioning hurt relative returns. The Real Estate sector outpaced the benchmark during the period, and the Utilities sector was one of only two sectors to post a positive 12-month return.

20 Annual Report | June 30, 2022

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

Top Ten Holdings as of June 30, 2022

Rank	Description	Industry	% of Net Assets
1	Antero Resources Corp.	Energy	1.1%
2	PBF Energy, Inc., Class A	Energy	0.9%
3	Dillard’s, Inc., Class A	Consumer Discretionary	0.8%
4	SM Energy Co.	Energy	0.7%
5	Golar LNG, Ltd.	Energy	0.7%
6	Patterson-UTI Energy, Inc.	Energy	0.6%
7	Weis Markets, Inc.	Consumer Staples	0.6%
8	CONSOL Energy, Inc.	Energy	0.6%
9	Centennial Resource Development, Inc., Class A	Energy	0.6%
10	NetScout Systems, Inc.	Information Technology	0.6%
	Total		7.2%

Industry Sector Representation as of June 30, 2022

	% of Net Assets	% of Russell 2000 Value Index	Difference
Communication Services	3.7%	3.3%		0.4%
Consumer Discretionary	11.7%	9.6%		2.1%
Consumer Staples	4.4%	2.9%		1.5%
Energy	17.2%	5.0%		12.2%
Financials	35.9%	28.3%		7.6%
Health Care	2.2%	11.0%		-8.8%
Industrials	13.8%	12.7%		1.1%
Information Technology	4.3%	6.1%		-1.8%
Materials	6.1%	3.9%		2.2%
Real Estate	0.4%	11.9%		-11.5%
Utilities	0.0%	5.3%		-5.3%
Cash & Other Assets	0.3%	0.0%		0.3%
Total	100.0%	100.0%

Important Disclosure

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, June 30, 2022, 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 21

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

22 Annual Report | June 30, 2022

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.69%
Communication Services - 3.66%
AMC Networks, Inc., Class A*		97,636	$	2,843,160
ATN International, Inc.		49,500		2,322,045
Audacy, Inc.*		531,680		500,949
Beasley Broadcast Group, Inc., Class A*		65,000		83,200
Consolidated Communications Holdings, Inc.*		239,800		1,678,600
Cumulus Media, Inc., Class A*		71,200		550,376
DallasNews Corp.		200		1,266
DHI Group, Inc.*		98,500		489,545
EchoStar Corp., Class A*		163,300		3,151,690
Entravision Communications Corp., Class A		162,300		740,088
EW Scripps Co. (The), Class A*		188,100		2,345,607
Fluent, Inc.*		170,000		202,300
Gannett Co., Inc.*+		437,700		1,269,330
Gray Television, Inc.		218,000		3,682,020
Lions Gate Entertainment Corp., Class A*		15,000		139,650
Saga Communications, Inc., Class A		15,100		375,235
Salem Media Group, Inc.*		31,200		66,144
Scholastic Corp.		121,100		4,355,967
SPAR Group, Inc.*		44,000		51,920
Spok Holdings, Inc.		10,000		63,000
Telephone and Data Systems, Inc.		229,200		3,619,068
Townsquare Media, Inc., Class A*		40,700		333,333
TrueCar, Inc.*		200,000		518,000
Urban One, Inc.*		105,000		449,400
				29,831,893
Consumer Discretionary - 11.71%
Aaron’s Co., Inc. (The)		55,000		800,250
Abercrombie & Fitch Co., Class A*		120,600		2,040,552
Adtalem Global Education, Inc.*		78,000		2,805,660
AMCON Distributing Co.		1,650		268,950
American Axle & Manufacturing Holdings, Inc.*		380,600		2,865,918
American Outdoor Brands, Inc.*		16,000		152,160
Asbury Automotive Group, Inc.*		16,000		2,709,440

Industry Company	Shares		Value
Consumer Discretionary (continued)
Bassett Furniture Industries, Inc.		17,909	$	324,511
Beazer Homes USA, Inc.*		56,500		681,955
Bed Bath & Beyond, Inc.*+		127,500		633,675
Big 5 Sporting Goods Corp.+		110,000		1,233,100
Big Lots, Inc.		65,500		1,373,535
Biglari Holdings, Inc., Class B*		6,700		822,090
Bluegreen Vacations Holding Corp.		47,328		1,181,307
Build-A-Bear Workshop, Inc.		40,000		656,800
Carrols Restaurant Group, Inc.		60,900		123,018
Cato Corp. (The), Class A		78,000		905,580
Century Casinos, Inc.*		52,700		379,440
Century Communities, Inc.		75,000		3,372,750
China Automotive Systems, Inc.*		45,550		122,985
Citi Trends, Inc.*+		21,020		497,123
Conn’s, Inc.*		71,600		574,232
Container Store Group, Inc. (The)*		157,050		978,421
Cooper-Standard Holdings, Inc.*		24,500		122,255
Crown Crafts, Inc.		30,050		188,113
Delta Apparel, Inc.*		23,700		672,369
Dillard’s, Inc., Class A+		27,700		6,109,789
Dixie Group, Inc. (The)*		33,550		42,944
Ethan Allen Interiors, Inc.+		43,600		881,156
Ever-Glory International Group, Inc.*		31,500		43,155
Express, Inc.*		63,500		124,460
Fiesta Restaurant Group, Inc.*		29,500		210,630
Flanigan’s Enterprises, Inc.		10,000		300,000
Flexsteel Industries, Inc.		8,500		153,000
Fossil Group, Inc.*		159,800		826,166
Genesco, Inc.*		49,100		2,450,581
G-III Apparel Group, Ltd.*		93,100		1,883,413
Golden Entertainment, Inc.*		37,000		1,463,350
Good Times Restaurants, Inc.*		4,300		12,943
Guess?, Inc.+		18,900		322,245
Haverty Furniture Cos., Inc.		44,659		1,035,196
Hibbett, Inc.		31,500		1,376,865
Hooker Furnishings Corp.		15,900		247,245
Lakeland Industries, Inc.*		19,250		295,680
Lands’ End, Inc.*		64,900		689,238
Landsea Homes Corp.*		23,500		156,510
La-Z-Boy, Inc.		60,000		1,422,600

bridgewayfunds.com 23

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Lazydays Holdings, Inc.*+		66,508	$	783,464
Legacy Housing Corp.*		12,500		163,125
Lifetime Brands, Inc.		57,449		634,237
Lincoln Educational Services Corp.*		50,000		315,500
Live Ventures, Inc.*+		7,850		196,328
LL Flooring Holdings, Inc.*+		43,200		404,784
M/I Homes, Inc.*		54,300		2,153,538
MarineMax, Inc.*		72,900		2,633,148
Modine Manufacturing Co.*		131,900		1,388,907
Motorcar Parts of America, Inc.*		35,000		459,200
Movado Group, Inc.		67,900		2,100,147
ODP Corp. (The)*		102,390		3,096,274
Patrick Industries, Inc.		40,000		2,073,600
Perdoceo Education Corp.*		127,200		1,498,416
Rocky Brands, Inc.		18,850		644,293
Shoe Carnival, Inc.+		61,200		1,322,532
Signet Jewelers, Ltd.		46,000		2,459,160
Smith & Wesson Brands, Inc.+		110,000		1,444,300
Sonic Automotive, Inc., Class A		82,000		3,003,660
Strategic Education, Inc.		45,000		3,176,100
Strattec Security Corp.*		17,300		573,495
Superior Group of Cos., Inc.		38,500		683,375
Tenneco, Inc., Class A*		113,700		1,951,092
Tilly’s, Inc., Class A+		111,900		785,538
TravelCenters of America, Inc.*		58,930		2,031,317
Tri Pointe Homes, Inc.*		160,000		2,699,200
Unifi, Inc.*		45,000		632,700
Universal Technical Institute, Inc.*		123,100		877,703
Vera Bradley, Inc.*		80,350		348,719
Vince Holding Corp.*+		15,000		117,750
Vista Outdoor, Inc.*		78,000		2,176,200
VOXX International Corp.*		52,164		485,647
Weyco Group, Inc.+		22,500		550,125
Winnebago Industries, Inc.+		68,500		3,326,360
Xcel Brands, Inc.*		20,000		23,600
Zumiez, Inc.*		62,800		1,632,800
				95,379,689
Consumer Staples - 4.37%
Alico, Inc.		13,100		466,753
Andersons, Inc. (The)		50,116		1,653,327
Coffee Holding Co., Inc.		10,000		24,400

Industry Company	Shares		Value
Consumer Staples (continued)
Edgewell Personal Care Co.+		100,000	$	3,452,000
Fresh Del Monte Produce, Inc.		134,000		3,957,020
Hostess Brands, Inc.*		37,600		797,496
Ingles Markets, Inc., Class A		53,750		4,662,813
Lifeway Foods, Inc.*		2,000		9,940
Natural Alternatives
International, Inc.*		16,800		175,392
Natural Grocers by Vitamin
Cottage, Inc.		46,100		735,295
Oil-Dri Corp. of America		11,242		344,567
Rite Aid Corp.*+		117,500		791,950
Seneca Foods Corp.,
Class A*		25,450		1,413,493
SpartanNash Co.		117,782		3,553,483
TreeHouse Foods, Inc.*		90,000		3,763,800
United Natural Foods, Inc.*		117,000		4,609,800
Village Super Market, Inc., Class A		6,100		139,141
Weis Markets, Inc.		66,600		4,964,364
Willamette Valley
Vineyards, Inc.*		8,000		50,160
				35,565,194
Energy - 17.20%
Adams Resources & Energy, Inc.		12,900		415,251
Alto Ingredients, Inc.*+		115,000		426,650
Antero Resources Corp.*		299,000		9,164,350
Arch Resources, Inc.		6,000		858,540
Archrock, Inc.		297,700		2,461,979
Ardmore Shipping Corp.*		47,700		332,469
Berry Corp.		203,242		1,548,704
Bristow Group, Inc.*		70,500		1,649,700
Centennial Resource Development, Inc., Class A*		822,600		4,919,148
Civitas Resources, Inc.		66,800		3,492,972
Comstock Resources, Inc.*		370,000		4,469,600
CONSOL Energy, Inc.*		100,200		4,947,876
CVR Energy, Inc.		98,000		3,283,000
Delek US Holdings, Inc.*		150,500		3,888,920
DHT Holdings, Inc.+		482,900		2,960,177
Dorian LPG, Ltd.		123,029		1,870,041
Earthstone Energy, Inc., Class A*+		147,055		2,007,301
Epsilon Energy, Ltd.+		60,000		353,400
Exterran Corp.*		8,000		34,400

24 Annual Report | June 30, 2022

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Forum Energy Technologies, Inc.*		7,000	$	137,340
Frontline, Ltd.*+		465,000		4,119,900
Geospace Technologies Corp.*		94,900		449,826
Golar LNG, Ltd.*		248,390		5,650,872
Gran Tierra Energy, Inc.*		600,000		690,000
Hallador Energy Co.*		153,900		832,599
Helix Energy Solutions Group, Inc.*		430,000		1,333,000
International Seaways, Inc.		65,993		1,399,052
Murphy Oil Corp.		96,500		2,913,335
Nabors Industries, Ltd.*		24,000		3,213,600
NACCO Industries, Inc., Class A		21,450		812,955
National Energy Services Reunited Corp.*		225,200		1,526,856
Natural Gas Services Group, Inc.*		61,800		679,800
NCS Multistage Holdings, Inc.*		2,000		61,200
Newpark Resources, Inc.*		265,000		818,850
Nine Energy Service, Inc.*		65,000		172,250
Oil States International, Inc.*		146,000		791,320
Overseas Shipholding Group, Inc., Class A*		215,916		442,628
Par Pacific Holdings, Inc.*		5,262		82,034
Patterson-UTI Energy, Inc.		335,000		5,279,600
PBF Energy, Inc., Class A*		249,400		7,237,588
PDC Energy, Inc.		56,200		3,462,482
PHX Minerals, Inc.		9,350		28,424
ProPetro Holding Corp.*		247,310		2,473,100
Range Resources Corp.*		126,600		3,133,350
Ranger Energy Services, Inc.*+		23,500		238,290
REX American Resources Corp.*		7,850		665,680
Ring Energy, Inc.*+		529,000		1,407,140
RPC, Inc.*		150,300		1,038,573
SandRidge Energy, Inc.*		103,000		1,614,010
Scorpio Tankers, Inc.		136,690		4,717,172
SEACOR Marine Holdings, Inc.*		5,100		29,376
Select Energy Services, Inc., Class A*		97,300		663,586
SFL Corp., Ltd.		389,812		3,699,316
SilverBow Resources, Inc.*		37,000		1,049,320
SM Energy Co.		175,000		5,983,250
Smart Sand, Inc.*		145,400		290,800
Talos Energy, Inc.*		207,100		3,203,837
Teekay Corp.*		470,000		1,353,600

Industry Company	Shares		Value
Energy (continued)
Teekay Tankers, Ltd., Class A*		50,000	$	881,500
Transocean, Ltd.*		931,300		3,101,229
US Silica Holdings, Inc.*		249,500		2,849,290
VAALCO Energy, Inc.+		159,900		1,109,706
Weatherford International PLC*		148,000		3,133,160
Whiting Petroleum Corp.		56,500		3,843,695
World Fuel Services Corp.		118,156		2,417,472
				140,116,441
Financials - 35.88%
1st Source Corp.		58,800		2,669,520
Acacia Research Corp.*+		104,500		526,680
ACNB Corp.+		32,900		976,801
Alerus Financial Corp.		33,700		802,397
Allegiance Bancshares, Inc.		31,131		1,175,507
Amalgamated Financial Corp.		55,000		1,087,900
A-Mark Precious Metals, Inc.		23,000		741,750
Amerant Bancorp, Inc.		52,850		1,486,142
American National Bankshares, Inc.		31,000		1,072,910
AmeriServ Financial, Inc.		66,000		260,040
Ames National Corp.		8,000		177,440
Argo Group International Holdings, Ltd.		65,594		2,417,795
Associated Capital Group, Inc., Class A		33,827		1,212,021
Atlantic American Corp.		1,204		3,215
Auburn National BanCorp, Inc.		7,374		199,393
Axos Financial, Inc.*		900		32,265
Banc of California, Inc.		124,150		2,187,523
Banco Latinoamericano de Comercio Exterior SA, Class E		70,188		931,395
Bank of Marin Bancorp		9,340		296,825
Bank of NT Butterfield & Son, Ltd. (The)		67,400		2,102,206
Bank of Princeton (The)		22,500		617,850
Bank of the James Financial Group, Inc.		4,000		52,000
Bank7 Corp.		23,100		527,604
BankFinancial Corp.		29,000		272,310
Bankwell Financial Group, Inc.+		14,000		434,700
Banner Corp.		62,000		3,485,020
Bar Harbor Bankshares		30,541		789,790
BayCom Corp.		15,300		316,404

bridgewayfunds.com 25

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
BCB Bancorp, Inc.		50,900	$	866,827
Berkshire Hills Bancorp, Inc.		88,810		2,199,824
Blue Ridge Bankshares, Inc.+		42,296		647,975
Broadway Financial Corp.*		330,000		349,800
Brookline Bancorp, Inc.		108,500		1,444,135
Business First Bancshares, Inc.		35,000		745,850
Byline Bancorp, Inc.		81,200		1,932,560
C&F Financial Corp.		6,800		312,596
Camden National Corp.		45,700		2,013,085
Capital Bancorp, Inc.		64,650		1,402,905
Capital City Bank Group, Inc.		27,500		766,975
Capstar Financial Holdings, Inc.		35,000		686,700
Carter Bankshares, Inc.*		61,755		815,166
CB Financial Services, Inc.		23,700		541,782
Central Pacific Financial Corp.		60,000		1,287,000
Central Valley Community Bancorp		26,900		390,050
CF Bankshares, Inc.		1,000		21,000
Chemung Financial Corp.		11,593		544,871
ChoiceOne Financial Services, Inc.		1,000		20,140
Citizens Community Bancorp, Inc.		47,500		656,925
Citizens Holding Co.		3,400		62,220
Citizens, Inc.*+		154,500		647,355
Civista Bancshares, Inc.		34,821		740,294
CNB Financial Corp.		18,000		435,420
Codorus Valley Bancorp, Inc.		37,971		854,727
Cohen & Co., Inc.		4,500		48,420
Community Financial Corp. (The)		28,340		1,045,179
Community Trust Bancorp, Inc.		36,300		1,467,972
Community West Bancshares		28,821		412,429
ConnectOne Bancorp, Inc.		116,854		2,857,080
Consumer Portfolio Services, Inc.*		110,500		1,132,625
Cowen, Inc., Class A		74,700		1,769,643
Crawford & Co., Class A		42,900		334,620
Crawford & Co., Class B		101		712
CrossFirst Bankshares, Inc.*		127,200		1,679,040
Curo Group Holdings Corp.		40,000		221,200

Industry Company	Shares		Value
Financials (continued)
Customers Bancorp, Inc.*		82,900	$	2,810,310
Dime Community Bancshares, Inc.		90,420		2,680,953
Donegal Group, Inc., Class A		79,600		1,357,180
Donnelley Financial Solutions, Inc.*		48,900		1,432,281
Eagle Bancorp Montana, Inc.		15,200		302,632
Eagle Bancorp, Inc.		83,900		3,977,699
Elevate Credit, Inc.*		90,200		212,872
Emclaire Financial Corp.		700		24,430
Employers Holdings, Inc.		40,730		1,706,180
Encore Capital Group, Inc.*		76,600		4,425,182
Enova International, Inc.*		69,900		2,014,518
Enterprise Bancorp, Inc.		40,275		1,296,452
Enterprise Financial Services Corp.		41,436		1,719,594
Equity Bancshares, Inc., Class A		59,300		1,729,188
Esquire Financial Holdings, Inc.		11,500		382,950
ESSA Bancorp, Inc.		33,100		556,080
EZCORP, Inc., Class A*		225,000		1,689,750
Farmers National Banc Corp.		62,500		937,500
Federal Agricultural Mortgage Corp., Class C		22,600		2,206,890
Financial Institutions, Inc.		46,300		1,204,726
First BanCorp Puerto Rico		332,000		4,286,120
First Bancorp, Inc. (The)		5,000		150,650
First Bancorp/Southern Pines NC		14,668		511,913
First Bancshares, Inc. (The)		64,600		1,847,560
First Bank		42,622		595,856
First Busey Corp.		132,900		3,036,765
First Business Financial Services, Inc.		32,508		1,013,925
First Capital, Inc.		10,000		270,900
First Commonwealth Financial Corp.		145,000		1,945,900
First Community Bankshares, Inc.		22,000		647,020
First Community Corp.		5,800		111,186
First Financial Bancorp		150,000		2,910,000
First Financial Corp.		22,127		984,651
First Financial Northwest, Inc.		20,700		321,678
First Guaranty Bancshares, Inc.+		14,713		357,673

26 Annual Report | June 30, 2022

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
First Internet Bancorp		41,200	$	1,516,984
First Merchants Corp.		75,067		2,673,887
First Mid Bancshares, Inc.		22,000		784,740
First National Corp.		21,000		383,250
First Northwest Bancorp		19,100		297,960
First of Long Island Corp. (The)		31,000		543,430
First Savings Financial Group, Inc.		1,000		23,940
First United Corp.		12,725		238,721
First US Bancshares, Inc.		5,000		55,000
First Western Financial, Inc.*		46,000		1,250,740
Flushing Financial Corp.		65,141		1,384,898
FNCB Bancorp, Inc.		92,600		740,800
Franklin Financial Services Corp.		22,000		663,520
FS Bancorp, Inc.		1,500		43,065
FVCBankcorp, Inc.*+		14,200		267,386
Genworth Financial, Inc., Class A*		915,000		3,229,950
Great Southern Bancorp, Inc.		22,300		1,305,888
Guaranty Bancshares, Inc.		8,800		319,000
Guild Holdings Co., Class A		137,000		1,396,030
Hallmark Financial Services, Inc.*		62,000		150,040
Hanmi Financial Corp.		114,000		2,558,160
HarborOne Bancorp, Inc.		89,000		1,227,310
Hawthorn Bancshares, Inc.		14,598		372,103
Heartland Financial USA, Inc.		68,350		2,839,259
Hennessy Advisors, Inc.+		6,000		62,640
Heritage Commerce Corp.		75,000		801,750
Heritage Financial Corp.		53,600		1,348,576
HMN Financial, Inc.		22,500		519,300
Home Bancorp, Inc.		21,097		720,041
HomeStreet, Inc.		46,500		1,612,155
Hope Bancorp, Inc.		271,500		3,757,560
Horace Mann Educators Corp.		91,082		3,495,727
Horizon Bancorp, Inc.		129,342		2,253,138
Impac Mortgage Holdings, Inc.*		2,900		1,682
Independent Bank Corp.		65,500		1,262,840
Independent Bank Group, Inc.		35,350		2,400,618
Investar Holding Corp.		36,000		788,400
Investors Title Co.		2,500		392,225
Kingstone Cos., Inc.		24,000		94,560
Lakeland Bancorp, Inc.		116,371		1,701,344

Industry Company	Shares		Value
Financials (continued)
Landmark Bancorp, Inc.		8,641	$	218,963
LCNB Corp.		41,700		623,415
LendingClub Corp.*		96,600		1,129,254
Limestone Bancorp, Inc.		23,300		428,953
Logan Ridge Finance Corp.*		10,100		158,570
Luther Burbank Corp.		183,900		2,399,895
Macatawa Bank Corp.		9,000		79,560
MainStreet Bancshares, Inc.		4,040		91,991
Malvern Bancorp, Inc.*		8,700		139,809
Manning & Napier, Inc.		116,000		1,446,520
Mercantile Bank Corp.		26,500		846,675
Merchants Bancorp		95,689		2,169,270
Meridian Corp.		19,500		590,850
Meta Financial Group, Inc.		68,434		2,646,343
Metrocity Bankshares, Inc.		19,409		394,197
Metropolitan Bank Holding Corp.*		16,700		1,159,314
Mid Penn Bancorp, Inc.		13,500		364,095
Middlefield Banc Corp.		13,300		335,160
Midland States Bancorp, Inc.		81,617		1,962,073
MidWestOne Financial Group, Inc.		24,100		716,252
MVB Financial Corp.		22,600		703,086
National Western Life Group, Inc., Class A		6,150		1,246,605
Navient Corp.		277,000		3,875,230
NI Holdings, Inc.*		28,000		460,040
Nicholas Financial, Inc.*		19,400		180,808
Nicolet Bankshares, Inc.*		22,097		1,598,497
NMI Holdings, Inc., Class A*		190,000		3,163,500
Northfield Bancorp, Inc.		75,000		977,250
Northrim BanCorp, Inc.		10,773		433,721
Northwest Bancshares, Inc.+		275,000		3,520,000
Oak Valley Bancorp		26,720		459,584
OceanFirst Financial Corp.		159,496		3,051,158
Ocwen Financial Corp.*		20,320		556,768
OFG Bancorp		91,000		2,311,400
Ohio Valley Banc Corp.		6,000		181,080
Old Point Financial Corp.		5,100		128,928
Old Second Bancorp, Inc.		41,500		555,270
OP Bancorp		28,000		293,720
Oportun Financial Corp.*		109,500		905,565
Oppenheimer Holdings, Inc., Class A		29,319		968,700
Origin Bancorp, Inc.		15,700		609,160
Orrstown Financial Services, Inc.		13,500		326,295

bridgewayfunds.com 27

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Pacific Premier Bancorp, Inc.		99,800	$	2,918,152
Parke Bancorp, Inc.+		36,959		774,661
Patriot National Bancorp, Inc.*		13,500		164,295
PCB Bancorp		36,300		678,084
Peapack-Gladstone Financial Corp.		29,868		887,080
Penns Woods Bancorp, Inc.		14,200		327,878
Peoples Bancorp of North Carolina, Inc.		22,880		621,421
Peoples Bancorp, Inc.		76,909		2,045,779
Peoples Financial Services Corp.		21,200		1,183,808
Piper Sandler Cos.		21,800		2,471,248
Plumas Bancorp+		2,000		57,080
PRA Group, Inc.*		56,000		2,036,160
Premier Financial Corp.		96,900		2,456,415
Primis Financial Corp.		43,600		594,268
ProAssurance Corp.		103,100		2,436,253
Provident Bancorp, Inc.		28,000		439,600
Provident Financial Holdings, Inc.		44,710		663,049
Provident Financial Services, Inc.		112,625		2,507,032
Prudential Bancorp, Inc.		957		14,479
QCR Holdings, Inc.		27,883		1,505,403
Randolph Bancorp, Inc.		2,500		66,125
RBB Bancorp		76,500		1,581,255
Red River Bancshares, Inc.		1,350		73,008
Regional Management Corp.		29,100		1,087,467
Renasant Corp.		115,000		3,313,150
Republic Bancorp, Inc., Class A		33,880		1,634,710
Republic First Bancorp, Inc.*		140,000		533,400
Rhinebeck Bancorp, Inc.*		35,000		328,650
Riverview Bancorp, Inc.		62,478		411,105
S&T Bancorp, Inc.		95,199		2,611,309
Safety Insurance Group, Inc.+		36,972		3,589,981
Salisbury Bancorp, Inc.		1,683		79,471
Sandy Spring Bancorp, Inc.		40,700		1,590,149
SB Financial Group, Inc.		26,478		457,010
Security National Financial Corp., Class A*		18,779		158,872
Shore Bancshares, Inc.		36,421		673,788
Sierra Bancorp		55,000		1,195,150

Industry Company	Shares		Value
Financials (continued)
Simmons First National Corp., Class A		38,163	$	811,345
SiriusPoint, Ltd.*		404,000		2,189,680
SmartFinancial, Inc.		40,500		978,480
Sound Financial Bancorp, Inc.		10,200		387,090
South Plains Financial, Inc.		75,000		1,810,500
Southern First Bancshares, Inc.*		25,900		1,128,981
Southern Missouri Bancorp, Inc.		14,300		647,218
SouthState Corp.		13,007		1,003,490
Sterling Bancorp, Inc.*		140,000		798,000
Stewart Information Services Corp.		69,592		3,462,202
StoneX Group, Inc.*		41,911		3,271,992
Summit Financial Group, Inc.		44,100		1,225,098
Summit State Bank		17,875		272,057
SuRo Capital Corp.		36,295		232,288
SWK Holdings Corp.*+		39,595		691,725
Territorial Bancorp, Inc.		22,500		469,125
Timberland Bancorp, Inc.		36,725		918,125
Tiptree, Inc.		83,700		888,894
TriCo Bancshares		47,000		2,145,080
TrustCo Bank Corp. NY		17,400		536,616
Trustmark Corp.		120,700		3,523,233
Union Bankshares, Inc.		400		10,460
United Bancorp, Inc.		10,000		163,900
United Bancshares, Inc.		12,917		367,618
United Fire Group, Inc.		64,500		2,207,835
Unity Bancorp, Inc.		28,700		759,976
Universal Insurance Holdings, Inc.		91,801		1,196,167
Univest Financial Corp.		119,400		3,037,536
US Global Investors, Inc., Class A		37,500		164,250
Velocity Financial, Inc.*		37,300		409,927
Veritex Holdings, Inc.		93,000		2,721,180
Virginia National Bankshares Corp.		1,687		53,124
Walker & Dunlop, Inc.		32,775		3,157,543
Washington Federal, Inc.		95,000		2,851,900
Waterstone Financial, Inc.		51,500		878,075
Western New England Bancorp, Inc.		85,365		636,823
Westwood Holdings Group, Inc.		15,364		212,023
World Acceptance Corp.*+		10,900		1,223,416
WSFS Financial Corp.		22,000		881,980
				292,247,507

28 Annual Report | June 30, 2022

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care - 2.22%
AlerisLife, Inc.*		78,500	$	94,200
American Shared Hospital Services*		8,500		18,870
Brookdale Senior Living, Inc.*		285,500		1,296,170
CareCloud, Inc.*		25,900		88,707
Co.-Diagnostics, Inc.*+		23,500		131,835
CynergisTek, Inc.*		34,900		41,880
Emergent BioSolutions, Inc.*		106,000		3,290,240
FONAR Corp.*		8,400		127,596
Fulgent Genetics, Inc.*		66,592		3,631,262
iTeos Therapeutics, Inc.*		65,000		1,339,000
National HealthCare Corp.		24,500		1,712,550
Ovid therapeutics, Inc.*		210,900		453,435
Owens & Minor, Inc.		80,000		2,516,000
Prestige Consumer Healthcare, Inc.*		20,000		1,176,000
REGENXBIO, Inc.*		85,000		2,099,500
XBiotech, Inc.		11,700		65,871
				18,083,116
Industrials - 13.78%
ACCO Brands Corp.		284,200		1,855,826
Acme United Corp.		9,300		294,531
Air Transport Services Group, Inc.*		68,300		1,962,259
Allegiant Travel Co.*		16,900		1,911,221
Apogee Enterprises, Inc.		37,000		1,451,140
ARC Document Solutions, Inc.		156,700		412,121
ArcBest Corp.		45,400		3,194,798
Art’s-Way Manufacturing Co., Inc.*		8,827		26,040
Atlas Air Worldwide Holdings, Inc.*+		49,400		3,048,474
BGSF, Inc.		9,600		118,656
BlueLinx Holdings, Inc.*		12,600		841,806
Boise Cascade Co.		76,900		4,574,781
BrightView Holdings, Inc.*		251,000		3,012,000
Caesarstone, Ltd.		96,400		880,132
Chicago Rivet & Machine Co.		1,000		28,490
Civeo Corp.*		34,500		892,515
CompX International, Inc.		1,500		34,785
Concrete Pumping Holdings, Inc.*		211,000		1,278,660
Cornerstone Building Brands, Inc.*		150,400		3,683,296
Costamare, Inc.		367,400		4,445,540

Industry Company	Shares		Value
Industrials (continued)
Covenant Logistics Group, Inc.		78,550	$	1,970,820
DLH Holdings Corp.*		49,050		747,522
DXP Enterprises, Inc.*		24,278		743,635
Eagle Bulk Shipping, Inc.		40,900		2,121,892
Eastern Co. (The)		12,404		252,297
Genco Shipping & Trading, Ltd.		142,300		2,749,236
GMS, Inc.*		74,000		3,293,000
Greenbrier Cos., Inc. (The)		62,400		2,245,776
H&E Equipment Services, Inc.		42,000		1,216,740
Hawaiian Holdings, Inc.*		100,000		1,431,000
Herc Holdings, Inc.		28,300		2,551,245
Hub Group, Inc., Class A*		12,500		886,750
Hudson Technologies, Inc.*		63,300		475,383
Hurco Cos., Inc.		7,372		182,383
INNOVATE Corp.*+		104,874		181,432
Interface, Inc.		21,700		272,118
KAR Auction Services, Inc.*		220,000		3,249,400
Kelly Services, Inc., Class A		66,400		1,316,712
L B Foster Co., Class A*		29,600		380,952
LS Starrett Co. (The), Class A*		8,068		56,637
LSI Industries, Inc.		50,000		308,500
Manitowoc Co., Inc. (The)*		143,050		1,506,316
Matthews International Corp., Class A		39,700		1,138,199
Maxar Technologies, Inc.		69,500		1,813,255
Mayville Engineering Co., Inc.*		40,210		311,225
Mesa Air Group, Inc.*		127,500		279,225
Miller Industries, Inc.		18,700		423,929
Mistras Group, Inc.*		66,150		392,931
MRC Global, Inc.*		178,200		1,774,872
MYR Group, Inc.*		30,700		2,705,591
NL Industries, Inc.		107,800		1,063,986
NN, Inc.*		70,000		177,100
Northwest Pipe Co.*		30,500		913,170
NOW, Inc.*		192,700		1,884,606
Orion Group Holdings, Inc.*		65,422		149,162
P&F Industries, Inc., Class A*		492		2,795
PAM Transportation Services, Inc.*		40,000		1,095,600
Pangaea Logistics Solutions, Ltd.		234,800		1,192,784
Park-Ohio Holdings Corp.		32,916		522,048

bridgewayfunds.com 29

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Patriot Transportation Holding, Inc.		7,500	$	55,800
Performant Financial Corp.*		100,000		263,000
Powell Industries, Inc.		20,000		467,400
Preformed Line Products Co.		4,600		282,900
Primoris Services Corp.		127,800		2,780,928
Quad/Graphics, Inc.*+		123,757		340,332
Quanex Building Products Corp.		42,000		955,500
Quest Resource Holding Corp.*		15,000		61,350
RCM Technologies, Inc.*		22,000		445,280
Resources Connection, Inc.		20,000		407,400
REV Group, Inc.		127,500		1,385,925
Rush Enterprises, Inc., Class A		57,769		2,784,466
Rush Enterprises, Inc., Class B		19,050		945,071
Safe Bulkers, Inc.		546,900		2,089,158
Servotronics, Inc.*		1,500		16,875
SIFCO Industries, Inc.*		6,500		20,150
SkyWest, Inc.*		131,500		2,794,375
Steelcase, Inc., Class A		190,000		2,038,700
Sterling Infrastructure, Inc.*		64,800		1,420,416
Textainer Group Holdings, Ltd.		125,400		3,437,214
Titan Machinery, Inc.*		92,000		2,061,720
TrueBlue, Inc.*		60,250		1,078,475
Tutor Perini Corp.*		97,200		853,416
Ultralife Corp.*		55,000		250,250
Universal Logistics Holdings, Inc.		4,108		112,189
US Xpress Enterprises, Inc., Class A*		130,000		348,400
USA Truck, Inc.*		41,450		1,302,359
Vectrus, Inc.*		24,000		803,040
Veritiv Corp.*		31,900		3,462,745
Wabash National Corp.+		27,100		368,018
Williams Industrial
Services Group, Inc.*		51,200		71,168
Willis Lease Finance
Corp.*		17,634		660,922
				112,292,237
Information Technology - 4.34%
Alpha & Omega Semiconductor, Ltd.*		89,905		2,997,433
AstroNova, Inc.*		15,241		182,587
Bel Fuse, Inc., Class B		29,272		455,472

Industry Company	Shares		Value
Information Technology (continued)
Benchmark Electronics, Inc.		90,100	$	2,032,656
Computer Task Group, Inc.*		22,250		190,460
Comtech Telecommunications Corp.		8,300		75,281
Conduent, Inc.*		635,200		2,744,064
Daktronics, Inc.*		79,000		237,790
Ebix, Inc.+		41,600		703,040
EMCORE Corp.*		75,000		230,250
Franklin Wireless Corp.*		27,300		88,179
Greenidge Generation Holdings, Inc.*		5,175		13,144
Information Services Group, Inc.		63,600		429,936
Innodata, Inc.*		200		968
Kimball Electronics, Inc.*		57,100		1,147,710
NETGEAR, Inc.*		50,000		926,000
NetScout Systems, Inc.*+		143,600		4,860,860
NetSol Technologies, Inc.*		35,100		111,793
Network-1 Technologies, Inc.		100,100		240,240
Photronics, Inc.*		118,670		2,311,692
Ribbon Communications, Inc.*		180,013		547,240
Sanmina Corp.*		105,400		4,292,942
ScanSource, Inc.*		48,500		1,510,290
SigmaTron International, Inc.*+		11,615		82,002
StarTek, Inc.*		124,500		359,805
Steel Connect, Inc.*		47,845		64,112
Super Micro Computer, Inc.*		42,725		1,723,954
Trio-Tech International*		25,100		108,683
TTM Technologies, Inc.*		254,902		3,186,275
Wayside Technology Group, Inc.		15,700		521,868
WidePoint Corp.*		11,000		26,290
Xperi Holding Corp.		203,000		2,929,290
				35,332,306
Materials - 6.11%
Advanced Emissions Solutions, Inc.*		85,000		398,650
AdvanSix, Inc.		70,400		2,354,176
AgroFresh Solutions, Inc.*		78,900		141,231
Alpha Metallurgical Resources, Inc.		6,200		800,606
American Vanguard Corp.		103,000		2,302,050
Ampco-Pittsburgh Corp.*		51,200		198,144

30 Annual Report | June 30, 2022

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

Showing percentage of net assets as of June 30, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Materials (continued)
Caledonia Mining Corp. PLC+		13,000	$	142,350
Carpenter Technology Corp.		84,000		2,344,440
Clearwater Paper Corp.*		54,050		1,817,702
Core Molding Technologies, Inc.*		17,000		156,230
Friedman Industries, Inc.		32,900		267,806
FutureFuel Corp.		62,000		451,360
Glatfelter Corp.		155,000		1,066,400
Greif, Inc., Class A		15,000		935,700
Haynes International, Inc.		20,000		655,400
Intrepid Potash, Inc.*		34,601		1,567,079
Koppers Holdings, Inc.		66,000		1,494,240
Mercer International, Inc.		219,950		2,892,342
Minerals Technologies, Inc.		19,500		1,196,130
Olympic Steel, Inc.		24,300		625,725
Pactiv Evergreen, Inc.		10,000		99,600
Ramaco Resources, Inc.		79,900		1,050,685
Rayonier Advanced Materials, Inc.*		232,400		608,888
Resolute Forest Products, Inc.*+		201,000		2,564,760
Ryerson Holding Corp.		85,700		1,824,553
Schnitzer Steel Industries, Inc., Class A		86,800		2,850,512
SunCoke Energy, Inc.		300,000		2,043,000
Synalloy Corp.*		29,748		418,257
TimkenSteel Corp.*		163,687		3,062,584
Tredegar Corp.		37,600		376,000
Trinseo PLC		88,000		3,384,480
Tronox Holdings PLC, Class A		205,000		3,444,000
Universal Stainless & Alloy Products, Inc.*		16,750		123,950
Valhi, Inc.		69,546		3,153,216
Warrior Met Coal, Inc.		96,000		2,938,560
				49,750,806
Real Estate - 0.42%
AMREP Corp.*		29,900		335,478
Anywhere Real Estate, Inc.*+		227,818		2,239,451
Forestar Group, Inc.*		10,001		136,914
RE/MAX Holdings, Inc., Class A		30,000		735,600
				3,447,443
TOTAL COMMON STOCKS - 99.69%				812,046,632
(Cost $644,325,232)

Industry Company	Shares		Value
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***+		529	$	11,294
TOTAL PREFERRED STOCK - 0.00%				11,294
(Cost $11,003)
RIGHTS - 0.00%
Pineapple Holdings, Inc.,
CVR*Δ#		3,750		–
ZAGG, Inc., CVR, expiring 12/31/99*Δ#		30,000		–
TOTAL RIGHTS - 0.00%				–
(Cost $ — )
WARRANTS - 0.02%
Nabors Industries, Ltd., expiring 06/11/26*		5,200		166,296
TOTAL WARRANTS - 0.02%				166,296
(Cost $ — )

	Rate^			Shares		Value
MONEY MARKET FUND - 0.44%
Fidelity Investments Money Market Government Portfolio Class I		1.21	%		3,546,479		3,546,479
TOTAL MONEY MARKET FUND - 0.44%							3,546,479
(Cost $3,546,479)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.65%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		1.46	%		13,469,362		13,469,362
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.65%							13,469,362
(Cost $13,469,362)
TOTAL INVESTMENTS - 101.80%						$	829,240,063
(Cost $661,352,076)
Liabilities in Excess of Other Assets - (1.80%)							(14,684,953	)
NET ASSETS - 100.00%						$	814,555,110

bridgewayfunds.com 31

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)  

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2022.

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

^ Rate disclosed as of June 30, 2022.

Δ 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 June 30, 2022. Total loaned securities had a value of $31,844,702, which included loaned securities with a value of $105,881 that have been sold and are pending settlement as of June 30, 2022. The total market value of loaned securities excluding these pending sales is $31,738,821. See Note 2 for disclosure of cash and non-cash collateral.

# Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $0, which is 0.00% of total net assets.

CVR - Contingent Value Right

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 6/30/2022:

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)		$812,046,632		$–		$–		$812,046,632
Preferred Stock		11,294		–		–		11,294
Rights		–		–		0		0
Warrants		166,296		–		–		166,296
Money Market Fund		3,546,479		–		–		3,546,479
Investments Purchased With Cash Proceeds From Securities Lending		13,469,362		–		–		13,469,362
TOTAL		$829,240,063		$–		$0		$829,240,063

(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 06/30/2021	$	9,000
Purchases		0
Sales		–
Return of Capital		–
Realized Gain/(Loss)		–
Change in unrealized Appreciation/(Depreciation)		(9,000)
Transfers in		–
Transfers out		–
Balance as of 06/30/2022	$	0
Net change in unrealized Appreciation/(Depreciation) from investments held as of 06/30/2022	$	(9,000)

See Notes to Financial Statements.

32 Annual Report | June 30, 2022

STATEMENTS OF ASSETS AND LIABILITIES  

June 30, 2022

ASSETS	Omni Small-Cap Value			Omni Tax- Managed Small-Cap Value
Investments at value**		$	1,177,381,748		$	829,240,063
Cash			1,132,919			710,687
Receivables:
Portfolio securities sold			877,897			681,172
Fund shares sold			1,128,926			633,186
Dividends and interest			540,317			372,902
Prepaid expenses			94,227			77,732
Total assets			1,181,156,034			831,715,742
LIABILITIES
Payables:
Portfolio securities purchased			2,232,454			1,223,995
Fund shares redeemed			851,441			1,977,124
Payable upon return of securities loaned			18,402,272			13,469,362
Accrued Liabilities:
Investment advisory fees			323,594			197,212
Administration fees			4,232			2,746
Directors’ fees			6,658			4,121
Other			393,947			286,072
Total liabilities			22,214,598			17,160,632
NET ASSETS		$	1,158,941,436		$	814,555,110
NET ASSETS REPRESENT
Paid-in capital		$	733,465,295		$	558,072,903
Distributable earnings			425,476,141			256,482,207
NET ASSETS		$	1,158,941,436		$	814,555,110
Shares of common stock outstanding of $.001 par value*			57,504,507			41,941,392
Net asset value, offering price and redemption price per share		$	20.15		$	19.42
Total investments at cost		$	935,523,368		$	661,352,076

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

** Includes investments purchased with cash collateral for security lending, see Note 2.

See Notes to Financial Statements.

bridgewayfunds.com 33

STATEMENTS OF OPERATIONS  

Year Ended June 30, 2022

	Omni Small-Cap Value				Omni Tax- Managed Small-Cap Value
INVESTMENT INCOME
Dividends		$	21,789,034			$	15,233,661
Less: foreign taxes withheld			(30,163	)			(20,401	)
Interest			5,577				3,306
Securities lending			280,666				198,915
Total Investment Income			22,045,114				15,415,481
EXPENSES
Investment advisory fees			6,393,972				4,466,891
Administration fees			53,023				37,032
Accounting fees			213,856				166,995
Transfer agent fees			12,598				12,119
Professional fees			175,413				123,101
Custody fees			41,320				32,475
Blue sky fees			41,218				35,711
Directors’ and officers’ fees			131,054				91,222
Shareholder servicing fees			1,119,587				814,153
Reports to shareholders			54,182				36,313
Insurance expenses			89,052				58,607
Miscellaneous expenses			103,615				68,389
Total Expenses			8,428,890				5,943,008
Less investment advisory fees waived			(2,418,393	)			(1,741,958	)
Net Expenses			6,010,497				4,201,050
NET INVESTMENT INCOME			16,034,617				11,214,431
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain on:
Investments			233,381,693				132,587,575
Change in Unrealized Appreciation (Depreciation) on:
Investments			(299,843,646	)			(196,995,797	)
Net Realized and Unrealized Loss on Investments			(66,461,953	)			(64,408,222	)
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$	(50,427,336	)		$	(53,193,791	)

See Notes to Financial Statements.

34 Annual Report | June 30, 2022

STATEMENTS OF CHANGES IN NET ASSETS  

	Omni Small-Cap Value						Omni Tax-Managed Small-Cap Value
	Year Ended June 30,						Year Ended June 30,
	2022			2021			2022			2021
OPERATIONS
Net investment income	$	16,034,617		$	14,027,112		$	11,214,431		$	7,648,580
Net realized gain on investments		233,381,693			59,525,913			132,587,575			15,943,911
Net change in unrealized appreciation (depreciation) on investments		(299,843,646	)		653,474,533			(196,995,797	)		397,077,637
Net increase (decrease) in net assets resulting from operations		(50,427,336	)		727,027,558			(53,193,791	)		420,670,128
DISTRIBUTIONS:
From net investment income and net realized gains		(52,208,938	)		(13,173,150	)		(8,175,868	)		(7,115,050	)
Net decrease in net assets from distributions		(52,208,938	)		(13,173,150	)		(8,175,868	)		(7,115,050	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		204,195,915			177,110,743			148,205,758			153,412,885
Reinvestment of distributions		51,814,442			13,158,550			8,132,143			7,079,248
Cost of shares redeemed		(265,467,787	)		(461,568,222	)		(133,661,514	)		(148,313,588	)
Net increase (decrease) in net assets resulting from share transactions		(9,457,430	)		(271,298,929	)		22,676,387			12,178,545
Net increase (decrease) in net assets		(112,093,704	)		442,555,479			(38,693,272	)		425,733,623
NET ASSETS:
Beginning of year		1,271,035,140			828,479,661			853,248,382			427,514,759
End of year	$	1,158,941,436		$	1,271,035,140		$	814,555,110		$	853,248,382
SHARES ISSUED & REDEEMED
Issued		9,301,268			11,808,613			7,078,597			10,741,354
Distributions reinvested		2,384,466			838,658			384,317			475,117
Redeemed		(11,875,882	)		(27,346,276	)		(6,375,686	)		(9,519,216	)
Net increase (decrease) in shares		(190,148	)		(14,699,005	)		1,087,228			1,697,255
Outstanding at beginning of year		57,694,655			72,393,660			40,854,164			39,156,909
Outstanding at end of year		57,504,507			57,694,655			41,941,392			40,854,164

See Notes to Financial Statements.

bridgewayfunds.com 35

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each year indicated)

OMNI SMALL-CAP VALUE

	Year Ended June 30
	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Year	$22.03	$11.44	$14.97	$19.83	$18.14
Income from Investment Operations:
Net Investment Income(a)	0.28	0.21	0.19	0.20	0.17
Net Realized and Unrealized Gain (Loss)	(1.23)	10.57	(3.56)	(3.61)	2.77
Total from Investment Operations	(0.95)	10.78	(3.37)	(3.41)	2.94
Less Distributions to Shareholders from:
Net Investment Income	(0.41)	(0.19)	(0.08)	(0.17)	(0.16)
Net Realized Gain	(0.52)	–	(0.08)	(1.28)	(1.09)
Total Distributions	(0.93)	(0.19)	(0.16)	(1.45)	(1.25)
Net Asset Value, End of Year	$20.15	$22.03	$11.44	$14.97	$19.83
Total Return(b)	(4.65%)	94.92%	(22.82%)	(16.82%)	16.75%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$1,158,941	$1,271,035	$828,480	$989,015	$913,198
Expenses Before Waivers and Reimbursements	0.66%	0.68%	0.72%	0.70%	0.70%
Expenses After Waivers and Reimbursements	0.47%	0.47%	0.54%	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.25%	1.29%	1.46%	1.21%	0.88%
Portfolio Turnover Rate	30%	21%	43%	29%	24%

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

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

See Notes to Financial Statements.

36 Annual Report | June 30, 2022

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each year indicated)

OMNI TAX-MANAGED SMALL-CAP VALUE

	Year Ended June 30
	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Year	$20.89	$10.92	$14.43	$19.10	$17.39
Income from Investment Operations:
Net Investment Income(a)	0.27	0.19	0.19	0.20	0.16
Net Realized and Unrealized Gain (Loss)	(1.54)	9.95	(3.63)	(3.42)	2.61
Total from Investment Operations	(1.27)	10.14	(3.44)	(3.22)	2.77
Less Distributions to Shareholders from:
Net Investment Income	(0.20)	(0.17)	(0.07)	(0.20)	(0.23)
Net Realized Gain	–	–	–	(1.25)	(0.83)
Total Distributions	(0.20)	(0.17)	(0.07)	(1.45)	(1.06)
Net Asset Value, End of Year	$19.42	$20.89	$10.92	$14.43	$19.10
Total Return(b)	(6.17%)	93.49%	(23.98%)	(16.49%)	16.48%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$814,555	$853,248	$427,515	$608,368	$805,188
Expenses Before Waivers and Reimbursements	0.67%	0.69%	0.74%(c)	0.72%	0.70%
Expenses After Waivers and Reimbursements	0.47%	0.47%	0.55%(c)	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.26%	1.18%	1.40%	1.18%	0.89%
Portfolio Turnover Rate	30%	26%	63%	42%	27%

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

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

(c) Includes interest expense of 0.01%.

See Notes to Financial Statements.

bridgewayfunds.com 37

NOTES TO FINANCIAL STATEMENTS  

June 30, 2022

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 eight investment funds as of June 30, 2022 (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 Value, Blue Chip, 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 June 30, 2022, 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 Aggressive Investors 1, Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, and Small-Cap Value Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

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

38 Annual Report | June 30, 2022

NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

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.

• 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 June 30, 2022 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 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.

bridgewayfunds.com 39

NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

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 cash collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value. Securities lending transactions are considered to be overnight and continuous and can be terminated by the Funds or the borrower at any time.

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 June 30, 2022:

				Gross Amount Not Offset in the Statements of Assets and Liabilities
Fund	Gross Amounts of Recognized Liabilities1	Gross Amounts Offset in the Statements of Assets and Liabilities	Net Amounts of Assets Presented in the Statements of Assets and Liabilities	Financial Instruments	Collateral Received	Net Amount
Omni Small-Cap Value
Securities lending	$18,402,272	$–	$18,402,272	$–	$18,402,272	$–
Omni Tax-Managed Small-Cap Value
Securities lending	$13,469,362	–	$13,469,362	–	$13,469,362	–

¹  Securities loaned with a value of $82,456 and $105,881 in Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value have been sold and are pending settlement on June 30, 2022.

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	0.00%-	07/14/22-
	Obligations	4.75%	05/15/52	$20,925,150	$18,402,272	$39,327,422	$36,779,609
Omni Tax-Managed
Small-Cap Value
Securities lending	U.S. Gov’t	0.00%-	07/31/22-
	Obligations	4.75%	05/15/52	$19,858,481	$13,469,362	$33,327,843	$31,844,702

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 June 30, 2022, 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.

40 Annual Report | June 30, 2022

NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

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. Income from the securities lending program is recorded when earned from the securities lending agent and reflected in the Statements of Operations under “Securities lending.”

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.

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.

bridgewayfunds.com 41

NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

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 year ended June 30, 2022 were as follows:

Bridgeway Fund	Voluntary Expense Limitation		Total Waivers for Year Ended 06/30/22
Omni Small-Cap Value*		0.47%		$2,418,393
Omni Tax-Managed Small-Cap Value*		0.47%		1,741,958

*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 $ 755,915, $ 836,967 and $ 1,075,642, which expire no later than June 30, 2025, June 30, 2024 and June 30, 2023, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $ 580,513, $ 552,382 and $ 761,967, which expire no later than June 30, 2025, June 30, 2024 and June 30 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 a report on inter-portfolio trades quarterly. Inter-portfolio purchases and sales for the Funds during the year ended June 30, 2022 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales
Omni Small-Cap Value		$ 25,169,184		$ 11,956,316
Omni Tax-Managed Small-Cap Value		21,041,986		11,262,255

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 annual aggregate fee of $150,000, payable in equal monthly installments. During the year ended June 30, 2022, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $53,023 and $37,032, 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, effective November 11, 2021 Independent Directors are paid $14,000 per meeting for meeting fees. Prior to November 11, 2021 the meeting fee was $12,000. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

42 Annual Report | June 30, 2022

NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

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 September 30, 2021. 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, if any.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the year ended June 30, 2022 were as follows:

	Purchases				Sales
Bridgeway Fund	U.S. Government		Other		U.S. Government		Other
Omni Small-Cap Value		$–		$380,749,626		$–		$426,113,394
Omni Tax-Managed Small-Cap Value		–		290,119,031		–		263,068,236

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 June 30, 2022, were as follows:

	Omni Small-Cap Value	Omni Tax- Managed Small- Cap Value
Gross appreciation (excess of value over tax cost)	$322,994,847	$228,963,444
Gross depreciation (excess of tax cost over value)	(81,428,331)	(61,128,080)
Net unrealized appreciation	$241,566,516	$167,835,364
Cost of investments for income tax purposes	$935,815,232	$661,404,699

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sales 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.

bridgewayfunds.com 43

NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2022 and June 30, 2021, respectively, are as follows:

	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
	Year Ended June 30, 2022		Year Ended June 30, 2021		Year Ended June 30, 2022		Year Ended June 30, 2021
Distributions paid from:
Ordinary Income		$22,971,027		$13,173,150		$8,175,868		$7,115,050
Long-Term Capital Gain		29,237,911		–		–		–
Total		$52,208,938		$13,173,150		$8,175,868		$7,115,050

As of June 30, 2022, Omni Small-Cap Value Fund and Omni Tax-Managed Small Cap Value Fund utilized capital loss carryforwards of $13,117,348 and $48,973,864, respectively.

Components of Accumulated Earnings As of June 30, 2022, the components of accumulated deficit on a tax basis were:

	Omni Small-Cap Value		Omni Tax- Managed Small- Cap Value
Accumulated Net Investment Income	$	6,071,985	$	10,031,722
Capital Loss Carryovers		–		–
Accumulated Net Realized Gain on Investments		177,837,640		78,615,121
Qualified Late Year Deferred Losses		–		–
Net Unrealized Appreciation of Investments		241,566,516		167,835,364
Total	$	425,476,141	$	256,482,207

For the fiscal year June 30, 2022, 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	$14,425,549	$5,693,793
Accumulated Earnings	(14,425,549)	(5,693,793)

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.

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 canceled earlier, the Facility shall be held available until September 9, 2022. Advances under the Facility are limited to $15,000,000 in total for all Bridgeway 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.

44 Annual Report | June 30, 2022

NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2022

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 year ended June 30, 2022, 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	1.62%		$2,560,080		87		$10,053		$15,000,000
Omni Tax-Managed Small-Cap Value	1.72%		1,803,815		27		2,326		6,263,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

As of June 30, 2022, Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value had no outstanding loan amounts.

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.

bridgewayfunds.com 45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

June 30, 2022

To the Board of Directors of Bridgeway Funds, Inc.

and the Shareholders of Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund, each a series of shares of beneficial interest in Bridgeway Funds, Inc. (the “Funds”), including the schedules of investments, as of June 30, 2022, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, the financial highlights for each of the years in the five-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2022, and the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended and their financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2022 by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

BBD, LLP

We have served as the auditor of one or more of the Funds in the Bridgeway Funds, Inc. since 2005.

Philadelphia, Pennsylvania

August 25, 2022

46 Annual Report | June 30, 2022

OTHER INFORMATION  

June 30, 2022 (Unaudited)

1. Shareholder Tax Information

Certain tax information regarding the Funds is required to be provided to shareholders based upon each Fund’s income and distributions for the taxable year ended June 30, 2022. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2022.

The Funds report the following items with regard to distributions paid during the fiscal year ended June 30, 2022. All reportings are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
Corporate Dividends Received Deduction		98.52	%		100.00	%
Qualified Dividend Income		100.00	%		100.00	%
Qualified Interest Related Dividends		0.01	%		0.00	%
Qualified Short Term Capital Gain Dividends		0.00	%		0.00	%
U.S. Government Income		0.00	%		0.00	%

During the fiscal year ended June 30, 2022, the Funds paid distributions from ordinary income and long-term capital gain which included equalization debits summarized below:

	Omni Small-Cap Value		Omni Tax-Managed Small-Cap Value
Ordinary Income Distributions	$	22,971,027		$    8,175,868
Equalization Debits Included in Ordinary Income Distributions		969,810		669,185
Long-Term Capital Gain Distributions		29,237,911		–
Equalization Debits Included in Long-Term Capital Gain Distributions		13,455,739		5,024,608

2. 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, 2022 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.

3. 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

bridgewayfunds.com 47

OTHER INFORMATION (continued)  

June 30, 2022 (Unaudited)

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.

4. Liquidity Risk Management Program Review

The Securities and Exchange Commission (the “SEC”) adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”), which requires all open-end funds (other than money market funds) to adopt and implement a program reasonably designed to assess and manage the fund’s “liquidity risk,” defined as the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests in the fund.

Each series (the “Funds”) of Bridgeway Funds, Inc. (the “Company”) has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Company’s Board of Directors (the “Board”) has designated the Liquidity Risk Management Committee (“LRMC”) of Bridgeway Capital Management, LLC, the investment adviser to the Funds, as the Program Administrator for each Fund. As required by the Liquidity Rule, the Program includes policies and procedures that provide for: (1) assessment, management, and review (no less frequently than annually) of each Fund’s liquidity risk; (2) classification of each of the Fund’s portfolio investments into one of four liquidity categories (Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid); (3) for Funds that do not primarily hold assets that are Highly Liquid, establishing and maintaining a minimum percentage of the Fund’s net assets in Highly Liquid investments (called a “Highly Liquid Investment Minimum” or “HLIM”); and (4) prohibiting the Fund’s acquisition of Illiquid investments that would result in the Fund holding more than 15% of its net assets in Illiquid investments that are assets (“Illiquid Assets”). The Program also requires reporting to the SEC (on a non-public basis) and to the Board if the Fund’s holdings of Illiquid Assets exceed 15% of the Fund’s net assets. Funds with HLIMs must have procedures for addressing HLIM shortfalls (i.e., instances when the percentage of a Fund’s net assets in Highly Liquid investments is below the Fund’s current HLIM), including reporting to the Board and, with respect to HLIM shortfalls lasting more than seven consecutive calendar days, reporting to the SEC (on a non-public basis).

In assessing and managing each Fund’s liquidity risk, the LRMC considers, as relevant, a variety of factors, including: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements or other funding sources. Classification of the Fund’s portfolio investments into one of the four liquidity categories is based on the number of days it is reasonably expected to take to convert the investment to cash (for Highly Liquid and Moderately Liquid holdings) or sell or dispose of the investment (for Less Liquid and Illiquid investments), in current market conditions without significantly changing the investment’s market value. Each Fund primarily holds assets that are classified as Highly Liquid, and therefore is not currently required to establish an HLIM.

At a meeting of the Company’s Board held on February 10, 2022, the Program Administrator provided a written report to the Board addressing the Program’s operation and assessing the adequacy, and effectiveness of its implementation for the annual period from December 1, 2020 through November 30, 2021 (the “Reporting Period”). In its report to the Board, the Program Administrator concluded that the Program is reasonably designed to comply with the Liquidity Rule, to assess and manage liquidity risk of each Fund, was implemented adequately and effectively and operated for each Fund during the Reporting Period and each Fund was able to meet requests for redemptions without significant dilution of remaining investors’ interests in the Fund.

There can be no assurance that in the future the Program will achieve its objectives of reducing the risk that the Funds will be unable to meet their redemption obligations and mitigating the dilution of the interests of Fund shareholders. Please refer to the Funds’ Statement of Additional Information for more information regarding the Funds’ exposure to liquidity risk and other risks to which the Funds may be subject.

48 Annual Report | June 30, 2022

OTHER INFORMATION (continued)  

June 30, 2022 (Unaudited)

5. Approval of Investment Management Agreement

Bridgeway Funds, Inc.’s (the “Company”) management agreement (the “Management Agreement”) with its investment adviser, Bridgeway Capital Management, LLC (the “Adviser”), on behalf of each of the Company’s funds must be approved for an initial term no greater than two years and renewed at least annually thereafter by the board of directors of the Company (the “Board” or “Directors”) or a vote of a majority of the outstanding voting securities of each fund. In addition, the renewal must be approved by a majority of the Directors who are not parties to the Management Agreement or “interested persons” of any party thereto (the “Independent Directors”), cast in person at a meeting called specifically for the purpose of voting on such approval.

The Board has five regularly scheduled meetings each year and takes into account throughout the year matters bearing on the approval of the Management Agreement. For example, the Board or its standing committees consider at meetings during the year various factors that are relevant to the annual renewal of each fund’s Management Agreement, including the quality of services and support provided to each fund by the Adviser, the Adviser’s compliance program, including the effectiveness of its implementation, comparative performance information for each fund, the risk assessment of the funds and “deep dives” on the strategy and performance of certain funds on a periodic basis. Additionally, between regular Board meetings the Adviser provides the Board with updated financial information on the Adviser and strategic direction and marketing efforts.

On May 12, 2022, the Board, including a majority of the Independent Directors, met (the “Meeting”) with the Adviser, the Company’s outside legal counsel, independent legal counsel to the Independent Directors (“Independent Legal Counsel”) and others to consider information bearing on the continuation of the Management Agreement with respect to the Omni Tax-Managed Small-Cap Value Fund and Omni Small-Cap Value Fund (each a “Fund” and together, the “Funds”). The Meeting was held by video conference due to circumstances related to current or potential effects of COVID-19 pursuant to temporary exemptive relief issued by the Securities and Exchange Commission.

In reaching its decisions regarding the renewal of the Management Agreement for each Fund, the Board considered the information furnished and discussed throughout the year at regularly scheduled Board and committee meetings, as applicable and as described above, as well as the information provided to it specifically in relation to the annual consideration of the approval of the continuation of the Management Agreement for each Fund.

In preparation for the Meeting, the Independent Directors requested that the Adviser provide specific information relevant to the Board’s consideration of the renewal of the Management Agreement with respect to each Fund. In response to that request, the Board was furnished with a wide variety of information with respect to each Fund, including information regarding:

• investment performance over various time periods and the fees and expenses of the Fund as compared to a comparable group of funds as determined and prepared by Broadridge, an independent provider of investment company data;

• the nature, extent and quality of services provided by the Adviser to the Fund under the Management Agreement;

• actual management fees paid by the Fund to the Adviser and a comparison of those fees with the management fees charged to other advisory clients of the Adviser, as applicable;

• the Adviser’s costs of providing services to the Fund and the profitability of the Adviser from its relationship with the Fund;

• the extent to which economies of scale would be realized as the Fund’s assets increase and whether fee levels reflect these economies of scale for the benefit of Fund investors; and

• any potential “fall-out” or ancillary benefits accruing to the Adviser as a result of its relationship with the Fund.

In addition to evaluating the written information provided by the Adviser, the Board also considered the answers to questions posed by the Board to representatives of the Adviser at the Meeting.

bridgewayfunds.com 49

OTHER INFORMATION (continued)  

June 30, 2022 (Unaudited)

In considering the information and materials described above, the Independent Directors met with Independent Legal Counsel to review such information and materials prior to the Meeting. In addition, the Independent Directors met in executive session with Independent Legal Counsel to consider the continuation of the Management Agreement with respect to each Fund outside the presence of management during the Meeting.

The Board also was provided with a written description of its statutory responsibilities and the legal standards that are applicable to approval of the renewal of the Management Agreement.

Although the Management Agreement for both Funds was considered at the Meeting, the Directors considered the renewal of the Management Agreement with respect to each Fund separately.

In considering the aforementioned information, the Board took into account management style, investment strategies and prevailing market conditions as reported by the Adviser. Furthermore, in evaluating the Management Agreement, the Directors also considered information provided by the Adviser concerning the following:

• the terms of the Management Agreement, including the services performed by the Adviser in managing each Fund’s assets in accordance with the Fund’s investment objectives, policies and restrictions and how those services and fees differ from those for other advisory clients of the Adviser, as applicable;

• information regarding the advisory fee rates and the expense limitation or fee waiver arrangements for each Fund;

• the Adviser’s personnel, staffing levels and the time and attention the Adviser’s personnel devote to the management of the Funds as compared to other advisory clients of the Adviser;

• the Adviser’s risk assessment and management process;

• the Adviser’s representation that it does not engage in pre-arranged soft dollar arrangements but that it may receive the benefit of research services provided by broker-dealers; and

• the financial condition and stability of the Adviser.

In view of the broad scope and variety of factors and information considered by the Board, the Directors did not find it practicable to, and did not, assign relative weights to the specific factors considered in reaching their conclusions and determinations to approve the continuance of the Management Agreement for each Fund for an additional year. Rather, the Board’s determinations were made on the basis of each Director’s business judgment after consideration of all of the factors taken in their entirety. Although not meant to be all-inclusive, the following describes various factors that were considered by the Board in deciding to approve the continuance of the Management Agreement for each Fund.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services provided by the Adviser, the Directors considered the services provided to each Fund and any expected changes thereto, the qualifications, experience and duties of the Adviser’s personnel, the approximate amount of time those personnel devote to the Funds, recent and expected personnel changes, portfolio manager compensation arrangements, business continuity and succession planning, and enterprise risk management (including as it relates to cybersecurity risk). In addition, the Directors considered information provided by the Adviser regarding its overall financial strength and considered the resources and staffing in place with respect to the services provided to the Funds. The Directors also took into account information they had received from the Adviser throughout the year concerning the impact of the COVID-19 pandemic on, among other things, the Adviser’s operations, financial condition and assets under management.

Based on the totality of the information considered, the Directors concluded that they were satisfied with the nature, extent and quality of the services provided to each Fund by the Adviser, and that the Adviser has the ability to continue to provide these services based on its experience, operations and current resources.

50 Annual Report | June 30, 2022

OTHER INFORMATION (continued)  

June 30, 2022 (Unaudited)

Investment Performance

The Board considered performance information provided by the Adviser for similarly managed accounts (if any) over the most recent six-month, one-year, three-year, five-year and ten-year periods ended December 31, 2021 as well as Fund performance compared with its benchmark for one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2021, as applicable. The Board considered the Adviser’s representation that the differences in the performance of other small cap accounts and Fund performance were expected by the Adviser given differences in investment strategy and tax management practices.

In addition, Broadridge provided a report (the “Broadridge Report”) of comparative data regarding fees, expenses and investment performance for each Fund as compared to a peer group selected by Broadridge (“Peer Group”). The performance periods included total return over the most recent calendar year (“one-year period”) and the annualized total returns over the most recent three calendar year period (“three-year period”), five calendar year period (“five-year period”) and ten calendar year period (“ten-year period”). With regard to the performance information provided in the Broadridge Report, the Board considered the performance of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the performance data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance.

In particular, the Board considered the following performance information as of December 31, 2021 provided by the Adviser and from Broadridge:

• With regard to the Omni Tax-Managed Small-Cap Value Fund, the Fund’s performance was in the first quintile for the one-year period, in the third quintile for the three-year period, in the fourth quintile for the five -year period and in the second quintile for the ten-year period. The Fund outperformed its primary benchmark for the one-year and three-year periods, while it underperformed its primary benchmark for the five-year, ten-year and since-inception periods. The Board considered the Adviser’s explanation that the Fund’s relative performance is generally attributable to its broad exposure to smaller capitalization and deeper value stocks relative to its Peer Group and that the Fund’s performance was generally in line with its design. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

• With regard to the Omni Small-Cap Value Fund, the Fund’s performance was in the first quintile for the one-year period, in the second quintile for the three-year and ten-year periods and in the third quintile for the five-year period. The Fund outperformed its primary benchmark for the one-year, three-year, ten-year and since-inception periods, while it underperformed its primary benchmark for the five-year period. The Board considered the Adviser’s explanation that the Fund’s relative performance is generally attributable to its broad exposure to smaller capitalization and deeper value stocks relative to its Peer Group and that the Fund’s performance was generally in line with its design. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

Fund Fees and Expenses

The Board considered information provided by the Adviser regarding the advisory fees it charges to other advisory clients and the reasons for any material differences between those fees and the fees it charges to the Funds. The Board also considered the Adviser’s views that, given investment performance and overall expenses, the Adviser believes the management fees for each Fund appear reasonable and appropriate given the distinctive features and design of each Fund, the disciplined implementation of the design by the Adviser, the relatively low management fees in each case, the performance results in line with design and investor expectations, and the profitability to the Adviser of each Fund. More specifically, with regard to management fee differences among the Funds and other small-cap funds advised by the Adviser, the Board considered the Adviser’s view that fee differences stem from market factors as well as the estimated growth rate of the Fund at the time of launch; the potential asset capacity of the Fund; the risks associated with providing the advisory services to the Fund; and estimated costs of providing the advisory services driven by the design complexity of the Fund (e.g., more complex design is higher cost due to the research and portfolio management time required).

bridgewayfunds.com 51

OTHER INFORMATION (continued)  

June 30, 2022 (Unaudited)

The Board also considered the fees charged to other investment company and non-investment company clients of the Adviser, as well as the Adviser’s representation that the Adviser did not manage other clients comparable to either Fund.

The Board also considered information compiled by Broadridge comparing each Fund’s contractual management fee rate (using an assumed common asset level for the Fund and the other funds in the Peer Group), actual management fee rate (which included the effect of any fee waivers, and was derived from annual reports) and actual total expense ratios (which also included the effect of any fee waivers, and was derived from annual reports) as a percentage of average net assets as compared to other funds in its expense Peer Group. Broadridge’s contractual management fee data included both advisory fees and administrative services fees, except for the Funds. Broadridge excluded administrative services fees for the Funds from contractual management fee data because those fees are fixed (i.e., a stated dollar amount), as opposed to asset based. More specifically, with respect to the Funds, the Adviser provides certain administrative services to the Funds pursuant to a separate contract, in exchange for an annual fixed fee (payable monthly) that the Adviser has represented approximates the cost of providing such services (which the Board considered in connection with profitability, as described below). Broadridge’s actual management fee data for the Funds and the other funds in the Peer Group included both advisory fees and administrative services fees. Thus, the contractual management fee rate in the Funds’ Broadridge comparisons did not reflect these administrative services fees, whereas the actual management fee rate in the Funds’ Broadridge comparisons included both advisory and administrative services fees.

With regard to the expense information provided in the Broadridge Report, the Board considered Fund expenses on a percentile and quintile basis as compared to each Fund’s Peer Group. For purposes of the expense data provided, Broadridge defines the first quintile as 20% of the funds in the applicable Peer Group with the lowest expenses and the fifth quintile as 20% of the funds in the applicable Peer Group with the highest expenses.

With respect to the Funds, the Board considered that each Fund’s contractual management fee, actual management fee and actual total expense ratio were in the first quintile of its applicable Peer Group.

In addition, the Board considered that the Adviser agreed to contractual expense limitation agreements for each Fund to ensure that total expense levels do not increase above certain asset percentage levels. The Board also took into account that the Adviser had begun voluntarily reducing the expense limitations for both Funds effective on January 1, 2020.

The foregoing comparisons assisted the Board in determining to approve the continuance of the Management Agreement for each Fund by providing it with a basis for evaluating each Fund’s management fee and total expense ratio on a relative basis. Based on their review, the Directors concluded that each Fund’s management fee was reasonable in view of the services received by the Fund and the other factors considered.

Profitability

The Board reviewed the materials it received from the Adviser regarding its revenues and costs in providing investment management and certain administrative services to the Funds and the Company as a whole. In particular, the Board considered the analysis of the Adviser’s profitability with respect to each Fund, calculated for the years ended December 31, 2018, December 31, 2019, December 31, 2020 and December 31, 2021. The Board also considered the Adviser’s representations that it does not track expenses or maintain staff on a per Fund basis and accordingly the Adviser needed to make certain assumptions to allocate expenses on a Fund-by-Fund basis in order to calculate Fund-by-Fund profitability, making the process a subjective one. The Board also considered that the Adviser was operating certain other funds in the complex at a loss but that the Adviser had the resources necessary to continue providing the same level of services to the Funds. Based on their review, the Directors concluded that the Adviser’s profitability from its relationship with each Fund was reasonable.

Economies of Scale

The Board considered the effect of each Fund’s current size and its potential growth on its performance and fees. With respect to whether economies of scale are expected to be realized by the Adviser as a Fund’s assets increase and whether advisory fee levels reflect these economies of scale for the benefit of Fund investors, the Board considered, for each Fund, the current level of advisory fees charged and fee structure and concluded that the Adviser’s fee structure with respect to

52 Annual Report | June 30, 2022

OTHER INFORMATION (continued)  

June 30, 2022 (Unaudited)

each Fund was appropriate at this time. The Board considered the Adviser’s explanation that although neither Fund has fee breakpoints in its management fee schedules, each Fund was priced low relative to peers and ahead of the economies of scale curve at launch. The Board noted that if a Fund’s assets increased over time, the Fund might realize other economies of scale if assets increased proportionally more than certain other expenses.

“Fallout” or Ancillary Benefits

The Board considered whether there were any “fall-out” or ancillary benefits that may accrue to the Adviser as a result of its relationships with the Funds. In terms of potential “fall-out” or ancillary benefits to the Adviser due to its position as manager of the Funds, the Board considered benefits related to track record and reputation, and portfolio trading and execution. The Board also considered the Adviser’s representations that it does not engage in pre-arranged soft dollar arrangements but that it may receive the benefit of research services provided by broker-dealers. In addition, the Board took into account that the Adviser receives administrative service fees from the Funds in exchange for providing certain administrative services to the Funds. The Board concluded that the benefits accruing to Adviser by virtue of its relationship with the Funds appeared to be reasonable.

* * * * *

Based on all relevant information and factors discussed above, none of which was individually determinative of the outcome, the Board, including a majority of the Independent Directors, determined that the continuation of the Management Agreement for each Fund was in the best interests of the Fund. As a result, the Board, including a majority of the Independent Directors, approved the renewal of the Management Agreement for each Fund.

bridgewayfunds.com 53

DISCLOSURE OF FUND EXPENSES  

June 30, 2022 (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. 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 under-stand 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 January 1, 2022 and held until June 30, 2022.

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 1/1/22	Ending Account Value at 6/30/22	Expense Ratio	Expenses Paid     During Period*     1/1/22 - 6/30/22
Bridgeway Omni Small-Cap Value Fund
Actual Fund Return	$1,000.00	$900.80	0.47%	$2.22
Hypothetical Fund Return	$1,000.00	$1,022.46	0.47%	$2.36
Bridgeway Omni Tax-Managed Small-Cap Value Fund
Actual Fund Return	$1,000.00	$891.20	0.47%	$2.20
Hypothetical Fund Return	$1,000.00	$1,022.46	0.47%	$2.36

* 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 (181) divided by the number of days in the fiscal year (365).

54 Annual Report | June 30, 2022

DIRECTORS & OFFICERS  

June 30, 2022 (Unaudited)

Independent Directors
Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
Karen S. Gerstner Age 67	Director	Term: 1 Year Length: 1994 to Present.	Principal, Karen S. Gerstner & Associates, P.C., since 2004.	Eight	None
Miles Douglas Harper, III* Age 59	Director	Term: 1 Year Length: 1994 to Present.	Retired; formerly Partner, Carr, Riggs & Ingram, LLC, 2013 to June 2022.	Eight	Calvert Funds (42 Portfolios)
Evan Harrel Age 61	Director	Term: 1 Year Length: 2006 to Present.	Chief Operating Officer, Center for Compassionate Leadership since January 2020; Independent Consultant, 2016 to January 2020.	Eight	None

bridgewayfunds.com 55

DIRECTORS & OFFICERS (continued)  

June 30, 2022 (Unaudited)

“Interested” or Affiliated Director and Officer
Name, Address and Age1	Position(s) Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
John N. R. Montgomery2 Age 66	Vice President and Director	Term: 1 Year Length: 1993 to Present.	Chairman, Bridgeway Capital Management, LLC, since 2010; Vice President, Bridgeway Funds, 2005 to May 2015 and since June 2016.	Eight	None

56 Annual Report | June 30, 2022

DIRECTORS & OFFICERS (continued)  

June 30, 2022 (Unaudited)

Other Officers

Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Officer	Other Directorships Held by Officer
Richard P. Cancelmo, Jr. Age 64	Vice President	Term: 1 Year Length: 2004 to Present.	Vice President, Bridgeway Funds, since 2004; Staff member, Bridgeway Capital Management, since 2000.	N/A	None
Deborah L. Hanna Age 57	Secretary, Treasurer, and Chief Compliance Office	Term: 1 Year Length: Secretary, 2007 to Present; Treasurer and Chief Compliance Officer, 2020 to Present.	Self-employed, accounting and related projects for various organizations, since 2001.	N/A	None
Sharon Lester Age 67	Vice President	Term: 1 Year Length: 2011 to Present.	Staff member, Bridgeway Capital Management, since 2010.	N/A	None
Tammira Philippe Age 48	President	Term: 1 Year Length: May 2016 to Present.	President, Bridgeway Capital Management, LLC, since 2016.	N/A	None

* Independent Chairman

¹  The address of all of the Directors and Officers of Bridgeway Funds is 20 Greenway Plaza, Suite 450, Houston, Texas, 77046.

²  John Montgomery is chairman, director and majority shareholder, and control person of BCM Scorp Holdco, Inc., which is the immediate parent company of the Adviser.

The overall management of the business and affairs of Bridgeway Funds is vested with its Board of Directors (the “Board”). The Board approves all significant agreements between Bridgeway Funds and persons or companies furnishing services to it, including agreements with its Adviser and custodian. The day-to-day operations of Bridgeway Funds are delegated to its officers, subject to its investment objectives and policies and general supervision by the Board.

The Funds’ Statement of Additional Information includes additional information about the Board and is available, without charge, upon request by calling 800-661-3550.

bridgewayfunds.com 57

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.

(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c) There have been no substantive amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

(d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

3(a)(1) The Registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

3(a)(2) The audit committee financial expert is Miles Douglas Harper III, who is “independent” for purposes of this Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings

or engagements were $192,000 for the fiscal year ended June 30, 2022 and $216,400 for the fiscal year ended June 30, 2021.

Audit-Related Fees

(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended June 30, 2022 and $0 for the fiscal year ended June 30, 2021.

Tax Fees

(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $20,700 for the fiscal year ended June 30, 2022 and $20,700 for the fiscal year ended June 30, 2021. Tax services include the review of the Funds’ federal income tax returns, the review of the Funds’ federal excise tax returns and the review of required distributions by the Funds.

All Other Fees

(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended June 30, 2022 and $0 for the fiscal year ended June 30, 2021.

(e)(1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The Registrant’s Audit Committee has adopted an Audit Committee Charter that provides that the Audit Committee shall approve, prior to appointment, the engagement of the auditor to provide audit services to the Registrant and non-audit services to the Registrant, its investment advisor or any entity controlling, controlled by or under common control with the investment adviser that provides on-going services to the Registrant if the engagement relates directly to the operations and financial reporting of the Registrant.

(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2- 01 of Regulation S-X are as follows:

No services described in paragraphs (b) through (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for the fiscal year ended June 30, 2022 and $0 for the fiscal year ended June 30, 2021.

(h) Not applicable.

(i) Not applicable.

(j) 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 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)	Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(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)(2)(1)	Not applicable.
(a)(2)(2)	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 September 7, 2022

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 September 7, 2022

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

Date September 7, 2022

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