N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number            811-08200                    

Bridgeway Funds, Inc.

(Exact name of registrant as specified in charter)

20 Greenway Plaza, Suite 450

Houston, Texas 77046

(Address of principal executive offices) (Zip code)

Tammira Philippe, President

Bridgeway Funds, Inc.

20 Greenway Plaza, Suite 450

Houston, Texas 77046

(Name and address of agent for service)

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

Date of fiscal year end: June 30

Date of reporting period: December 31, 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.

TABLE OF CONTENTS  

Letter from the Investment Management Team	1
AGGRESSIVE INVESTORS 1 FUND
Manager’s Commentary	3
Schedule of Investments	7
ULTRA-SMALL COMPANY FUND
Manager’s Commentary	10
Schedule of Investments	14
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary	19
Schedule of Investments	23
SMALL-CAP VALUE FUND
Manager’s Commentary	34
Schedule of Investments	38
MANAGED VOLATILITY FUND
Manager’s Commentary	41
Schedule of Investments	45
STATEMENTS OF ASSETS AND LIABILITIES	52
STATEMENTS OF OPERATIONS	54
STATEMENTS OF CHANGES IN NET ASSETS	56
FINANCIAL HIGHLIGHTS	59
Notes to Financial Statements	64
Other Information	76
Disclosure of Fund Expenses	77

December 31, 2022 (Unaudited)

Bridgeway Funds Standardized Returns (%) as of December 31, 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	7.02	5.48	-22.38	0.11	7.69	2.58	10.80	8/5/1994	0.39%	0.39%
Ultra-Small Company	10.14	3.45	-10.72	7.62	8.31	5.82	12.54	8/5/1994	1.26%	1.26%
Ultra-Small Co Market	4.40	-3.32	-23.40	2.37	8.32	5.82	9.17	7/31/1997	0.81%1	0.78%1
Small-Cap Value	10.43	6.90	-7.74	11.63	11.62	7.49	8.88	10/31/2003	0.83%	0.83%
Managed Volatility	4.21	5.15	-4.93	4.03	4.58	3.28	4.07	6/30/2001	1.20%1	0.95%1
Bridgeway Funds Returns (%) for Calendar Years 2012 through 2022* (Unaudited)
	2013	2014	2015	2016	2017	2018	2019	2020	2021	2022
Aggressive Investors 1	42.21	14.99	-9.82	19.47	18.44	-22.44	21.85	14.35	19.89	-22.38
Ultra-Small Company	55.77	-0.56	-16.12	14.06	3.88	-15.68	9.51	31.31	33.34	-10.72
Ultra-Small Co Market	50.91	4.61	-8.28	21.47	12.47	-17.12	15.34	25.53	22.31	-23.40
Small-Cap Value	39.72	0.79	-9.43	26.79	7.11	-13.06	14.98	12.04	67.74	-7.74
Managed Volatility	9.25	5.95	0.17	2.42	8.18	-3.97	11.88	10.55	7.91	-4.93

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 December 31, 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.

i Semi-Annual Report | December 31, 2022 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM  

December 31, 2022 (Unaudited)

Dear Fellow Shareholders,

Performance across domestic equity markets was positive for the December quarter. However, those gains were not enough to offset poor performance from earlier in 2022. Stocks in all size and style categories had negative returns for the year, but value stocks outperformed growth stocks across all size categories. Large-cap value stocks delivered the year’s best performance, while large-cap growth stocks had the worst performance. Market highlights appear on page 2. In this environment, the Bridgeway Funds performed within design expectations, guided by our statistically driven, evidence-based investment approach. Please see the enclosed letters for a detailed explanation of each Fund’s performance during the quarter and the calendar year. We hope you find the letters helpful.

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

bridgewayfunds.com 1

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

December 31, 2022 (Unaudited)

Market Review

Domestic equity markets rose during the quarter ended December 31, 2022 as investors reacted to signs of moderating inflation in October and November by driving stock prices higher. The positive trend reversed in December amid concerns about a potential recession, but the decline did not erase the quarter’s earlier gains. However, positive fourth-quarter performance was not enough to offset declines from earlier in the calendar year, which were largely driven by high inflation and the US Federal Reserve’s series of aggressive interest rate hikes. The S&P 500 returned +7.6% for the quarter, and the Dow Jones Industrial Average (DJIA) returned +16.0%. For the calendar year, the S&P 500 and the DJIA returned -18.1% and -6.9%, respectively.

All US equity style categories, as defined by Russell Indices, recorded positive returns for the quarter. Larger stocks outperformed smaller stocks in the value style category, but smaller stocks outperformed larger stocks in the growth style category. As a result, large-cap value stocks had the best performance during the quarter, returning +12.4%. Large-cap growth stocks had the worst performance on a relative basis, returning +2.2%.

All sectors of the S&P 500 except for the Consumer Discretionary and Communication Services sectors had positive returns for the quarter. The Energy sector recorded the largest gains, returning +23.1%, followed by Industrials (+19.2%) and Materials (+15.2%). The Consumer Discretionary sector had the worst performance, returning -10.2%.

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

	December 2022 Quarter				Calendar Year ended December 31,2022
	Value	All	Growth		Value	All	Growth
Large	+12.42%	+7.24%	+2.20%	Large	-7.54%	-19.13%	-29.14%
Mid	+10.45%	+9.18%	+6.90%	Mid	-12.03%	-17.32%	-26.72%
Small	+8.42%	+6.23%	+4.13%	Small	-14.48%	-20.44%	-26.36%

2 Semi-Annual Report | December 31, 2022 (Unaudited)

Aggressive Investors 1 Fund MANAGER’S COMMENTARY (Unaudited)  

December 31, 2022

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended December 31, 2022, our Fund returned +7.02%, underperforming our primary market benchmark, the S&P 500 Index (+7.56%), but outperforming the Russell 2000 Index (+6.23%). It was a good quarter on an absolute basis, and a mixed quarter on a relative basis.

For the calendar year, our Fund returned -22.38%, underperforming the S&P 500 Index (-18.11%), and the Russell 2000 Index (-20.44%).

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

Standardized Returns as of December 31, 2022
					Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (8/5/94)
Aggressive Investors 1 Fund		7.02%		5.48%		-22.38%		0.11%		7.69%		2.58%		10.80%
S&P 500 Index		7.56%		2.31%		-18.11%		9.42%		12.56%		8.81%		9.82%
Russell 2000 Index		6.23%		3.91%		-20.44%		4.13%		9.01%		7.16%		8.63%

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 December 31, 2022

Detailed Explanation of Quarterly Performance

The Fund’s quality and sentiment models lagged the benchmark during the quarter, detracting from relative results. However, the Fund’s value metrics models outperformed the benchmark and offset some of this negative impact. By design, the Fund invests in higher beta (exhibit greater sensitivity than the broader market) and higher volatility stocks, and this positioning detracted from relative returns during the quarter. In contrast, the Fund’s tilt toward deeper value stocks helped relative results as value stocks outperformed growth stocks in the large-cap space. An overweighting in the benchmark’s smaller stocks also helped the Fund’s relative performance during the quarter.

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

Detailed Explanation of Calendar Year Performance

The Fund’s quality models underperformed the benchmark and detracted from relative results. However, the Fund’s sentiment and value metrics models outperformed the benchmark, partially offsetting this negative impact. Overweight exposure to higher beta and higher volatility stocks detracted from relative returns during the year. In contrast, the Fund’s tilt toward smaller stocks and deeper value stocks across multiple valuation metrics helped relative performance during the year.

From a sector perspective, the Fund’s allocation effect was positive, primarily driven by an overweighting in the Energy sector and an underweighting in the Communication Services sector. The Fund’s stock selection effect was negative, with holdings in the Communication Services, Information Technology, and Health Care sectors detracting the most from relative performance.

4 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Top Ten Holdings as of December 31, 2022

Rank	Description	Industry	% of Net Assets
1	Apple, Inc.	Information Technology	2.9%
2	Microsoft Corp.	Information Technology	2.8%
3	Cheniere Energy, Inc.	Energy	2.4%
4	Amgen, Inc.	Health Care	2.3%
5	UnitedHealth Group, Inc.	Health Care	2.1%
6	UBS Group AG	Financials	1.8%
7	Cigna Corp.	Health Care	1.7%
8	JPMorgan Chase & Co.	Financials	1.6%
9	Hologic, Inc.	Health Care	1.6%
10	Automatic Data Processing, Inc.	Information Technology	1.6%
	Total		20.8%

Industry Sector Representation as of December 31, 2022

	% of Net Assets	% of S&P 500 Index	Difference
Communication Services	4.1%	7.3%		-3.2%
Consumer Discretionary	14.9%	9.8%		5.1%
Consumer Staples	2.6%	7.2%		-4.6%
Energy	10.8%	5.2%		5.6%
Financials	12.9%	11.7%		1.2%
Health Care	15.7%	15.8%		-0.1%
Industrials	8.8%	8.7%		0.1%
Information Technology	24.1%	25.7%		-1.6%
Materials	5.5%	2.7%		2.8%
Real Estate	0.0%	2.7%		-2.7%
Utilities	0.0%	3.2%		-3.2%
Cash & Other Assets	0.6%	0.0%		0.6%
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, December 31, 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 5

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

6 Semi-Annual Report | December 31, 2022 (Unaudited)

Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (Unaudited)  

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.49%
Communication Services - 4.07%
AT&T, Inc.		115,000	$	2,117,150
Lumen Technologies, Inc.+		138,100		720,882
Meta Platforms, Inc., Class A*		14,200		1,708,828
Netflix, Inc.*		3,700		1,091,056
				5,637,916
Consumer Discretionary - 14.96%
Amazon.com, Inc.*		15,800		1,327,200
AutoNation, Inc.*		16,000		1,716,800
Booking Holdings, Inc.*		800		1,612,224
Choice Hotels International, Inc.		13,000		1,464,320
Dollar Tree, Inc.*		8,200		1,159,808
Etsy, Inc.*		8,200		982,196
Expedia Group, Inc.*		16,700		1,462,920
Five Below, Inc.*		8,200		1,450,334
Genuine Parts Co.		7,800		1,353,378
H&R Block, Inc.+		31,000		1,131,810
Penske Automotive Group, Inc.		8,100		930,933
Tapestry, Inc.		45,000		1,713,600
Tesla, Inc.*		9,900		1,219,482
Ulta Beauty, Inc.*		4,300		2,017,001
Whirlpool Corp.		8,500		1,202,410
				20,744,416
Consumer Staples - 2.56%
Albertsons Cos., Inc., Class A		48,600		1,007,964
BJ’s Wholesale Club Holdings, Inc.*		20,800		1,376,128
Tyson Foods, Inc., Class A		18,800		1,170,300
				3,554,392
Energy - 10.82%
APA Corp.		42,000		1,960,560
Cheniere Energy, Inc.		22,600		3,389,096
Chesapeake Energy Corp.+		17,300		1,632,601
HF Sinclair Corp.		23,000		1,193,470
Marathon Petroleum Corp.		13,000		1,513,070
Occidental Petroleum Corp.		30,300		1,908,597
Texas Pacific Land Corp.+		800		1,875,384
Valero Energy Corp.		12,000		1,522,320
				14,995,098

Industry Company	Shares		Value
Financials - 12.90%
Blackstone, Inc.		6,400	$	474,816
Citigroup, Inc.		30,000		1,356,900
Everest Re Group, Ltd.		5,100		1,689,477
Jefferies Financial Group, Inc.		42,000		1,439,760
JPMorgan Chase & Co.		16,800		2,252,880
LPL Financial Holdings, Inc.		8,700		1,880,679
MetLife, Inc.		21,400		1,548,718
Morningstar, Inc.		6,300		1,364,517
Royal Bank of Canada		15,000		1,410,300
Synchrony Financial		62,300		2,047,178
UBS Group AG		130,000		2,427,100
				17,892,325
Health Care - 15.75%
Amgen, Inc.		12,000		3,151,680
Bio-Techne Corp.		16,000		1,326,080
Cigna Corp.		7,000		2,319,380
Halozyme Therapeutics, Inc.*		33,400		1,900,460
Hologic, Inc.*		29,100		2,176,971
IDEXX Laboratories, Inc.*		4,000		1,631,840
McKesson Corp.		4,200		1,575,504
Mettler-Toledo International, Inc.*		1,300		1,879,085
Sarepta Therapeutics, Inc.*		12,300		1,593,834
UnitedHealth Group, Inc.		5,500		2,915,990
Veeva Systems, Inc., Class A*		8,500		1,371,730
				21,842,554
Industrials - 8.84%
Advanced Drainage Systems, Inc.		10,800		885,276
Avis Budget Group, Inc.*		8,900		1,458,977
Builders FirstSource, Inc.*		23,000		1,492,240
Carlisle Cos., Inc.		5,500		1,296,075
Owens Corning		19,000		1,620,700
Rollins, Inc.		35,850		1,309,959
Valmont Industries, Inc.		2,000		661,340
WillScot Mobile Mini Holdings Corp.*		41,500		1,874,555
WW Grainger, Inc.		2,600		1,446,250
ZIM Integrated Shipping Services, Ltd.+		12,400		213,156
				12,258,528
Information Technology - 24.08%
Adobe, Inc.*		5,500		1,850,915

bridgewayfunds.com 7

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Information Technology (continued)
Advanced Micro Devices, Inc.*		20,900	$	1,353,693
Apple, Inc.		31,000		4,027,830
Arista Networks, Inc.*		11,300		1,371,255
Automatic Data Processing, Inc.		9,000		2,149,740
Cadence Design Systems, Inc.*		10,000		1,606,400
Check Point Software Technologies, Ltd.*		13,000		1,640,080
Dolby Laboratories, Inc., Class A		20,000		1,410,800
Dropbox, Inc., Class A*		63,800		1,427,844
Enphase Energy, Inc.*		5,700		1,510,272
Fortinet, Inc.*		25,500		1,246,695
Genpact, Ltd.		31,000		1,435,920
HP, Inc.		55,000		1,477,850
Mastercard, Inc., Class A		5,000		1,738,650
Microsoft Corp.		16,300		3,909,066
NetApp, Inc.		21,100		1,267,266
Palo Alto Networks, Inc.*		8,100		1,130,274
QUALCOMM, Inc.		11,400		1,253,316
VeriSign, Inc.*		7,700		1,581,888
				33,389,754
Materials - 5.51%
Nucor Corp.		16,000		2,108,960
Olin Corp.		34,000		1,799,960
Steel Dynamics, Inc.		20,100		1,963,770
West Fraser Timber Co., Ltd.+		24,400		1,763,876
				7,636,566
TOTAL COMMON STOCKS - 99.49%				137,951,549
(Cost $140,112,021)

	Rate^		Shares		Value
MONEY MARKET FUND - 0.28%
Fidelity Investments Money Market Government Portfolio Class I		4.06%		389,056		389,056
TOTAL MONEY MARKET FUND - 0.28% (Cost $389,056)						389,056

	Rate^			Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING -  1.28%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		4.36	%		1,774,661	$	1,774,661
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.28%							1,774,661
(Cost $1,774,661)
TOTAL INVESTMENTS - 101.05%						$	140,115,266
(Cost $142,275,738)
Liabilities in Excess of Other Assets - (1.05%)							(1,454,749)
NET ASSETS - 100.00%						$	138,660,517

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2022.

^ Rate disclosed as of December 31, 2022.

+ This security or a portion of the security is out on loan as of December 31, 2022. Total loaned securities had a value of $5,508,222 as of December 31, 2022. See Note 2 for disclosure of cash and non-cash collateral.

8 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Summary of inputs used to value the Fund’s investments as of 12/31/2022 (See Note 2 in Notes to Financial Statements):

			Valuation Inputs
			Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	137,951,549		$–		$–	$	137,951,549
Money Market Fund		389,056		–		–		389,056
Investments Purchased With Cash Proceeds From Securities Lending		1,774,661		–		–		1,774,661
TOTAL	$	140,115,266		$–		$–	$	140,115,266

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

See Notes to Financial Statements.

bridgewayfunds.com 9

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

December 31, 2022

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended December 31, 2022, our Fund returned +10.14%, outperforming our primary market benchmark, the Russell Microcap Index (+4.72%), the CRSP Cap-Based Portfolio 10 Index (+0.53%), and the Russell 2000 Index (+6.23%). It was a good quarter.

For the calendar year, our Fund returned -10.72%, outperforming the Russell Microcap Index (-21.96%), the CRSP Cap-Based Portfolio 10 Index (-25.05%), and the Russell 2000 Index (-20.44%).

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

Standardized Returns as of December 31, 2022
					Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (8/5/94)
Ultra-Small Company Fund		10.14%		3.45%		-10.72%		7.62%		8.31%		5.82%		12.54%
Russell Microcap Index		4.72%		4.22%		-21.96%		3.69%		8.86%		6.34%		N/A
CRSP Cap-Based Portfolio 10 Index		0.53%		-2.11%		-25.05%		4.95%		9.18%		7.78%		10.87%
Russell 2000 Index		6.23%		3.91%		-20.44%		4.13%		9.01%		7.16%		8.63%

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 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.

10 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Growth of a $10,000 Investment

from Inception August 5, 1994 to December 31, 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 quality and value model categories outperformed the benchmark during the quarter, boosting relative returns. However, the Fund’s sentiment model category lagged the benchmark and offset some of this positive impact. The Fund’s tilt toward deeper value stocks across multiple valuation metrics improved relative results during the quarter. In contrast, the Fund’s tilt toward the smallest stocks in the US stock market (CRSP 9 and CRSP 10 universes) detracted from relative performance. During the quarter, the Fund held approximately 96% of its assets, on average, in CRSP 9 and CRSP 10, versus approximately 33% for the benchmark.

From a sector perspective, the Fund’s allocation effect was positive, largely driven by overweightings in the Energy, Materials, and Health Care sectors. The Fund’s stock selection effect was strongly positive. Holdings in the Health Care, Financials, and Information Technology sectors added the most to relative performance.

bridgewayfunds.com 11

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

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

					Annualized
CRSP Decile1		Quarter	6 Months	1 Year	5 Years	10 Years	97 Years
	1 (ultra-large)	6.15%	1.48%	-20.26%	9.71%	12.76%	9.46%
	2	8.62%	6.11%	-16.21%	8.66%	12.44%	10.52%
	3	7.73%	4.81%	-19.57%	5.91%	10.78%	10.85%
	4	6.88%	4.01%	-18.46%	4.76%	9.46%	10.63%
	5	8.27%	3.82%	-17.66%	5.09%	8.93%	11.10%
	6	6.04%	4.82%	-23.16%	4.38%	9.28%	11.08%
	7	5.53%	4.74%	-20.88%	6.90%	11.25%	11.44%
	8	1.36%	0.44%	-28.06%	0.15%	6.63%	10.92%
	9	4.36%	2.73%	-23.54%	6.46%	10.65%	11.29%
	10 (ultra-small)	0.53%	-2.11%	-25.05%	4.95%	9.18%	12.88%

1 Performance figures are as of the period ended December 31, 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 Calendar Year Performance

The Fund’s quality and value model categories outperformed the benchmark during the year, adding to relative results. Under-performance by the Fund’s sentiment model offset some of this positive impact. The Fund’s tilt toward deeper value stocks across multiple valuation metrics improved relative performance. In contrast, the Fund’s tilt toward the smallest stocks in the US stock market (CRSP 9 and CRSP 10 universes) detracted from relative results. During the year, the Fund held approximately 96% of its assets, on average, in CRSP 9 and 10, versus approximately 38% for the benchmark.

From a sector perspective, the Fund’s allocation effect was positive. An overweighting in the Energy sector and an underweighting in the Health Care sector contributed the most to relative results. The Fund’s stock selection effect was strongly positive, largely driven by holdings in the Industrials, Energy, Information Technology, and Health Care sectors.

Top Ten Holdings as of December 31, 2022

Rank	Description	Industry	% of Net Assets
1	Harrow Health, Inc.	Health Care	4.1%
2	Tactile Systems Technology, Inc.	Health Care	3.1%
3	Assertio Holdings, Inc.	Health Care	3.1%
4	Hallador Energy Co.	Energy	2.3%
5	Hudson Technologies, Inc.	Industrials	2.2%
6	ARC Document Solutions, Inc.	Industrials	2.1%
7	inTEST Corp.	Information Technology	2.0%
8	Agenus, Inc.	Health Care	1.8%
9	Gold Resource Corp.	Materials	1.8%
10	Richardson Electronics, Ltd.	Information Technology	1.7%
	Total		24.2%

12 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Industry Sector Representation as of December 31, 2022

	% of Net Assets	% of Russell Microcap Index	Difference
Communication Services	3.5%	2.5%		1.0%
Consumer Discretionary	10.4%	9.2%		1.2%
Consumer Staples	1.7%	2.0%		-0.3%
Energy	8.4%	6.6%		1.8%
Financials	13.0%	21.3%		-8.3%
Health Care	34.7%	29.6%		5.1%
Industrials	10.6%	10.5%		0.1%
Information Technology	10.2%	10.8%		-0.6%
Materials	7.0%	3.4%		3.6%
Real Estate	0.7%	3.3%		-2.6%
Utilities	0.0%	0.8%		-0.8%
Liabilities in Excess of 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, December 31, 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 13

Ultra-Small Company Fund SCHEDULE OF INVESTMENTS (Unaudited)  

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
COMMON STOCKS - 100.19%
Communication Services - 3.48%
Cumulus Media, Inc., Class A*		188,995	$	1,173,659
DallasNews Corp.		998		3,832
Direct Digital Holdings, Inc., Class A*		3,900		9,555
Harte Hanks, Inc.*		15,446		180,564
Salem Media Group, Inc.*		526,376		552,695
SPAR Group, Inc.*		120,200		157,462
Spok Holdings, Inc.		10,200		83,538
SurgePays, Inc.*+		11,956		78,431
Townsquare Media, Inc., Class A*		53,600		388,600
TrueCar, Inc.*		37,800		94,878
Zedge, Inc., Class B*		16,700		29,392
				2,752,606
Consumer Discretionary - 10.38%
AMCON Distributing Co.		2,380		430,780
American Outdoor Brands, Inc.*		8,400		84,168
Barnes & Noble Education, Inc.*		16,000		28,000
Bassett Furniture Industries, Inc.		13,287		230,928
Betterware de Mexico SAPI de CV.+		4,600		29,532
Brilliant Earth Group, Inc., Class A*+		93,300		402,123
Cato Corp. (The), Class A		9,700		90,501
Charles & Colvard, Ltd.*		76,185		62,091
China Automotive Systems, Inc.*		14,200		82,360
Conn’s, Inc.*		113,500		780,880
Crown Crafts, Inc.		41,600		222,144
Delta Apparel, Inc.*		15,590		165,410
Dixie Group, Inc. (The)*		25,600		20,506
Educational Development Corp.		55,700		176,012
Envela Corp.*		10,000		52,600
GAN, Ltd.*		46,500		69,750
J Jill, Inc.*		11,452		284,010
JAKKS Pacific, Inc.*		34,625		605,591
Jerash Holdings US, Inc.		24,900		96,612
Kandi Technologies Group, Inc.*		197,572		454,416
Lakeland Industries, Inc.*		15,300		203,490
Lincoln Educational Services Corp.*		124,464		720,646
Live Ventures, Inc.*		15,002		469,563
PlayAGS, Inc.*		44,900		228,990
Potbelly Corp.*		22,000		122,540

Industry Company	Shares		Value
Consumer Discretionary (continued)
Red Robin Gourmet Burgers, Inc.*		27,200	$	151,776
Spruce Power Holding Corp.*		163,100		149,905
ThredUp, Inc., Class A*		215,400		282,174
Tilly’s, Inc., Class A*+		136,500		1,235,325
Vince Holding Corp.*+		26,200		205,146
Weyco Group, Inc.		2,515		53,217
XWELL, Inc.*		16,700		6,060
				8,197,246
Consumer Staples - 1.74%
Farmer Bros Co.*		29,200		134,612
Lifeway Foods, Inc.*+		48,059		266,728
Mannatech, Inc.		23,388		418,645
Natural Alternatives International, Inc.*		50,300		422,017
Natural Grocers by Vitamin Cottage, Inc.		4,500		41,130
Natural Health Trends Corp.		7,600		25,840
Oil-Dri Corp. of America		1,900		63,726
				1,372,698
Energy - 8.39%
Adams Resources & Energy, Inc.		4,600		179,032
American Resources Corp.*		544,795		719,130
Ardmore Shipping Corp.*		45,300		652,773
Barnwell Industries, Inc.		80,030		236,601
Energy Services of America Corp.*		15,000		38,850
ENGlobal Corp.*		7,700		5,930
Epsilon Energy, Ltd.		35,056		232,421
Evolution Petroleum Corp.		69,917		527,873
Forum Energy Technologies, Inc.*		2,300		67,850
Hallador Energy Co.*+		185,295		1,851,097
Mammoth Energy Services, Inc.*		54,500		471,425
Mexco Energy Corp.*		5,768		71,985
NACCO Industries, Inc., Class A		26,913		1,022,694
Natural Gas Services Group, Inc.*		11,116		127,389
NCS Multistage Holdings, Inc.*		700		17,500
North American Construction Group, Ltd.		1,703		22,769
PEDEVCO Corp.*		51,417		56,559

14 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
PHX Minerals, Inc.		46,680	$	181,585
Smart Sand, Inc.*		78,518		140,547
				6,624,010
Financials - 13.01%
Acacia Research Corp.*		84,500		355,745
ACNB Corp.		3,900		155,259
AmeriServ Financial, Inc.		15,000		58,950
Ames National Corp.		1,800		42,498
Atlantic American Corp.+		81,700		188,727
Bank7 Corp.		3,540		90,624
Blue Foundry Bancorp*+		13,800		177,330
C&F Financial Corp.		3,000		174,810
CF Bankshares, Inc.		4,800		101,664
Chemung Financial Corp.		1,200		55,044
Citizens & Northern Corp.		2,800		64,008
Citizens Community Bancorp, Inc.		43,900		528,117
Citizens Financial Services, Inc.+		100		7,656
Citizens, Inc.*		7,831		16,680
Codorus Valley Bancorp, Inc.		2,000		47,600
Community Financial Corp. (The)		1,200		47,880
Community West Bancshares		5,000		74,850
Consumer Portfolio Services, Inc.*+		115,598		1,023,042
Curo Group Holdings Corp.		7,600		26,980
Eagle Bancorp Montana, Inc.		2,700		43,632
Elevate Credit, Inc.*		607,000		1,062,250
ESSA Bancorp, Inc.		1,476		30,804
Evans Bancorp, Inc.		2,900		108,431
First Bank		48		661
First United Corp.		3,117		61,249
FS Bancorp, Inc.		2,900		96,976
Greenhill & Co., Inc.		22,800		233,700
Guild Holdings Co., Class A*		4,300		43,387
Investcorp Credit Management BDC, Inc.		23,898		84,599
Kingstone Cos., Inc.		16,200		21,870
LCNB Corp.		8,785		158,130
loanDepot, Inc., Class A		40,100		66,165
Logan Ridge Finance Corp.*		20,483		462,506
MainStreet Bancshares, Inc.		4,200		115,458

Industry Company	Shares		Value
Financials (continued)
Manhattan Bridge Capital, Inc.+		15,216	$	82,014
Medallion Financial Corp.+		163,759		1,169,239
Meridian Corp.		12,270		371,658
Middlefield Banc Corp.		1,600		43,840
National Bankshares, Inc.		300		12,090
Nexpoint Real Estate Finance, Inc.		3,200		50,848
Northeast Bank+		6,685		281,439
Northeast Community Bancorp, Inc.+		3,800		56,696
Northrim BanCorp, Inc.		1,400		76,398
OP Bancorp		11,254		125,595
Portman Ridge Finance Corp.		2,100		48,300
Security National Financial Corp., Class A*		174,366		1,272,872
Silvercrest Asset Management Group, Inc., Class A		20,344		381,857
Summit Financial Group, Inc.		3,422		85,174
SuRo Capital Corp.		20,000		76,000
Timberland Bancorp, Inc.		2,600		88,738
Trean Insurance Group, Inc.*		9,500		57,000
US Global Investors, Inc., Class A		3,753		10,846
Western Asset Mortgage Capital Corp.		12,600		114,786
Western New England Bancorp, Inc.		4,400		41,624
				10,274,296
Health Care - 34.73%
Accuray, Inc.*		50,900		106,381
Acumen Pharmaceuticals, Inc.*		2,800		15,120
Agenus, Inc.*		600,300		1,440,720
Alimera Sciences, Inc.*		18,300		49,593
American Shared Hospital Services*		209,067		612,566
Anixa Biosciences, Inc.*		21,000		89,250
Apollo Endosurgery, Inc.*		90,800		905,276
ARCA biopharma, Inc.*		46,948		110,797
ARS Pharmaceuticals, Inc.*+		13,644		116,383
Assembly Biosciences, Inc.*		14,200		18,460
Assertio Holdings, Inc.*+		561,400		2,414,020
Athira Pharma, Inc.*		106,200		336,654

bridgewayfunds.com 15

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
AVEO Pharmaceuticals, Inc.*		53,000	$	792,350
Avita Medical, Inc.*		28,518		188,219
Biocept, Inc.*		109,436		58,001
Cabaletta Bio, Inc.*+		63,621		588,494
CareCloud, Inc.*		211,251		593,615
Clearside Biomedical, Inc.*		104,000		116,480
Clene, Inc.*+		100,774		100,774
Co.-Diagnostics, Inc.*+		305,500		769,860
Context Therapeutics, LLC*		105,809		69,887
CorMedix, Inc.*+		29,300		123,646
Cumberland Pharmaceuticals, Inc.*#		233,068		524,403
CVRx, Inc.*		8,700		159,645
Cyclacel Pharmaceuticals, Inc.*		64,068		42,733
Diffusion Pharmaceuticals, Inc.*		16,565		84,482
Dominari Holdings, Inc.*+		20,500		66,625
Dyne Therapeutics, Inc.*		10,400		120,536
Electromed, Inc.*		79,338		832,256
Enzo Biochem, Inc.*		168,600		241,098
Eton Pharmaceuticals, Inc.*+		190,562		533,574
Exagen, Inc.*+		6,500		15,600
Eyenovia, Inc.*		47,900		78,077
Fennec Pharmaceuticals, Inc.*		34,200		328,320
FONAR Corp.*		47,300		792,275
Forte Biosciences, Inc.*		36,865		36,865
Harrow Health, Inc.*		221,400		3,267,864
Harvard Bioscience, Inc.*		139,383		386,091
Icosavax, Inc.*		8,052		63,933
IMARA, Inc.*		27,900		114,111
IRIDEX Corp.*		251,900		506,319
Kewaunee Scientific Corp.*		16,900		262,795
Kronos Bio, Inc.*		7,610		12,328
Lineage Cell Therapeutics, Inc.*+		324,200		379,314
Lipocine, Inc.*		425,664		163,455
MaxCyte, Inc.*		101,200		552,552
Milestone Scientific, Inc.*		243,700		116,976
Myomo, Inc.*		83,910		42,912
Neuronetics, Inc.*		55,951		384,383
NextCure, Inc.*		39,900		56,259
Olema Pharmaceuticals, Inc.*		41,887		102,623
Omeros Corp.*		12,600		28,476
Ovid therapeutics, Inc.*		315,100		586,086
Passage Bio, Inc.*		249,500		344,310

Industry Company	Shares		Value
Health Care (continued)
Pieris Pharmaceuticals, Inc.*		116,500	$	121,160
Pro-Dex, Inc.*		1,700		26,605
ProPhase Labs, Inc.+		51,888		499,681
Protara Therapeutics, Inc.*		24,800		66,464
Pulmatrix, Inc.*		9,700		37,636
Retractable Technologies, Inc.*		66,434		108,958
RVL Pharmaceuticals PLC*		31,500		35,280
scPharmaceuticals, Inc.*+		85,000		609,450
SeaSpine Holdings Corp.*		39,500		329,825
Sensus Healthcare, Inc.*		23,100		171,402
Singular Genomics Systems, Inc.*		11,900		23,919
Societal CDMO, Inc.*		249,600		371,904
Stereotaxis, Inc.*		66,200		137,034
SunLink Health Systems, Inc.*		192,800		117,608
Sunshine Biopharma, Inc.*		286,100		183,104
Tactile Systems Technology, Inc.*		212,666		2,441,406
Talaris Therapeutics, Inc.*+		34,400		35,088
TCR2 Therapeutics, Inc.*		33,410		33,370
Tela Bio, Inc.*		5,000		57,500
Terns Pharmaceuticals, Inc.*		23,200		236,176
Theriva Biologics, Inc.*		16,128		7,335
vTv Therapeutics, Inc., Class A*		27,018		17,627
XBiotech, Inc.*		41,300		144,963
Xilio Therapeutics, Inc.*		34,400		92,536
XOMA Corp.*		200		3,680
Zynex, Inc.+		49,100		682,981
				27,436,514
Industrials - 10.56%
Acme United Corp.		27,485		601,921
ARC Document Solutions, Inc.		578,453		1,694,867
Avalon Holdings Corp., Class A*		14,700		40,424
BGSF, Inc.		4,500		68,940
Bowman Consulting Group, Ltd.*		2,700		58,995
Broadwind, Inc.*		10,792		19,318
DLH Holdings Corp.*		100,700		1,194,805
Energous Corp.*		133,200		111,355
Graham Corp.*		4,800		46,176
Hudson Global, Inc.*		11,158		252,506
Hudson Technologies, Inc.*		175,200		1,773,024

16 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Innovative Solutions and Support, Inc.*		6,400	$	52,608
LS Starrett Co. (The), Class A*		31,001		228,167
LSI Industries, Inc.		7,600		93,024
Mastech Digital, Inc.*		17,200		189,372
Mistras Group, Inc.*		99,300		489,549
Northwest Pipe Co.*		2,200		74,140
Orion Group Holdings, Inc.*		23,965		57,037
Patriot Transportation Holding, Inc.*		12,400		88,164
Quad/Graphics, Inc.*		31,300		127,704
Quest Resource Holding Corp.*		9,700		59,267
RCM Technologies, Inc.*+		33,114		408,627
Sunworks, Inc.*+		275,373		435,089
Virco Mfg. Corp.*		17,600		79,552
Willis Lease Finance
Corp.*		1,700		100,317
				8,344,948
Information Technology - 10.20%
AstroNova, Inc.*		28,300		362,806
AudioEye, Inc.*		663		2,519
Aviat Networks, Inc.*		2,100		65,499
Climb Global Solutions, Inc.		2,500		78,825
Coda Octopus Group, Inc.*		2,900		19,894
Computer Task Group, Inc.*		128,810		973,803
CoreCard Corp.*+		3,401		98,527
Immersion Corp.*		23,300		163,799
Information Services Group, Inc.		23,548		108,321
Inpixon*		31,900		54,230
inTEST Corp.*		154,734		1,593,760
Issuer Direct Corp.*		1,068		26,743
KVH Industries, Inc.*		10,200		104,244
Mind CTI, Ltd.		5,600		11,760
Park City Group, Inc.		6,427		31,814
Paysign, Inc.*		139,000		358,620
PCTEL, Inc.		196,141		843,406
RF Industries, Ltd.*		29,696		151,450
Richardson Electronics, Ltd.		62,302		1,328,902
Schmitt Industries, Inc.*		61,502		18,653
SigmaTron International, Inc.*		70,800		271,872
SilverSun Technologies, Inc.*		1,900		5,624

Industry Company	Shares		Value
Information Technology (continued)
Synchronoss Technologies, Inc.*		524,900	$	324,441
Taitron Components, Inc., Class A		68,200		234,608
TESSCO Technologies, Inc.*		49,629		239,212
TSR, Inc.*+		5,328		36,177
Universal Security Instruments, Inc.*+		100,600		204,218
Wireless Telecom Group, Inc.*		191,592		342,950
				8,056,677
Materials - 6.96%
Advanced Emissions Solutions, Inc.*		306,164		743,979
AgroFresh Solutions, Inc.*		154,592		457,592
Ampco-Pittsburgh Corp.*		58,032		145,660
Ascent Industries Co.*		43,255		375,021
Caledonia Mining Corp. PLC		26,535		329,034
Core Molding Technologies, Inc.*		54,268		704,941
Flexible Solutions International, Inc.*		55,300		171,430
Friedman Industries, Inc.		90,521		886,201
Gold Resource Corp.		936,148		1,432,307
Gulf Resources, Inc.*		81,460		251,711
Northern Technologies International Corp.		252		3,354
				5,501,230
Real Estate - 0.74%
American Realty Investors, Inc.*		8,000		205,200
AMREP Corp.*		28,100		324,555
Clipper Realty, Inc.		3,863		24,723
Maui Land & Pineapple Co., Inc.*		3,200		30,144
				584,622
TOTAL COMMON STOCKS - 100.19%				79,144,847
(Cost $81,906,750)

bridgewayfunds.com 17

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

Showing percentage of net assets as of December 31, 2022

	Rate^			Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 5.90%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		4.36	%		4,657,864	$	4,657,864
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 5.90%							4,657,864
(Cost $4,657,864)
TOTAL INVESTMENTS - 106.09%						$	83,802,711
(Cost $86,564,614)
Liabilities in Excess of Other Assets - (6.09%)							(4,808,724	)
NET ASSETS - 100.00%						$	78,993,987

# Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $524,403, which is 0.66% 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 December 31, 2022.

^ Rate disclosed as of December 31, 2022.

+ This security or a portion of the security is out on loan as of December 31, 2022. Total loaned securities had a value of $7,311,481 as of December 31, 2022. See Note 2 for disclosure of cash and non-cash collateral.

LLC - Limited Liability Company

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2022 (See Note 2 in Notes to Financial Statements):

			Valuation Inputs
			Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks Real Estate	$	260,067	$	324,555		$–	$	584,622
Other Industries (a)		78,560,225		–		–		78,560,225
Total Common Stocks		78,820,292		324,555		–		79,144,847
Investments Purchased With Cash Proceeds From Securities Lending		4,657,864		–		–		4,657,864
TOTAL	$	83,478,156	$	324,555		$–	$	83,802,711

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

See Notes to Financial Statements.

18 Semi-Annual Report | December 31, 2022 (Unaudited)

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

December 31, 2022

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended December 31, 2022, our Fund returned +4.40%, underperforming our primary market benchmark, the Russell Microcap Index (+4.72%). The Fund also underperformed the Russell 2000 Index (+6.23%). The Fund outperformed the CRSP Cap-Based Portfolio 10 Index (+0.53%). It was a poor quarter on a relative basis, but a good one on an absolute basis.

For the calendar year, our Fund returned -23.40%, underperforming the Russell Microcap Index (-21.96%), and the Russell 2000 Index (-20.44%). The Fund outperformed the CRSP Cap-Based Portfolio 10 Index (-25.05%).

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

Standardized Returns as of December 31, 2022
					Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (7/31/97)
Ultra-Small Company Market Fund		4.40%		-3.32%		-23.40%		2.37%		8.32%		5.82%		9.17%
Russell Microcap Index		4.72%		4.22%		-21.96%		3.69%		8.86%		6.34%		N/A
CRSP Cap-Based Portfolio 10 Index		0.53%		-2.11%		-25.05%		4.95%		9.18%		7.78%		9.82%
Russell 2000 Index		6.23%		3.91%		-20.44%		4.13%		9.01%		7.16%		7.26%

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 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.

bridgewayfunds.com 19

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

Growth of a $10,000 Investment

from Inception July 31, 1997 to December 31, 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). This tilt toward the market’s smallest stocks detracted from relative results, as CRSP 10 stocks underperformed the Russell Microcap Index. On average, the Fund held about 84% of its assets in the CRSP 10 universe, versus 16% for the benchmark during the quarter. In contrast, the Fund’s sidestepping strategies, which eliminate exposure to stocks with high probability of a steep price decline, major financial distress or bankruptcy, helped performance relative to the CRSP 10 universe.

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

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

					Annualized
CRSP Decile1		Quarter	6 Months	1 Year	5 Years	10 Years	97 Years
	1 (ultra-large)	6.15%	1.48%	-20.26%	9.71%	12.76%	9.46%
	2	8.62%	6.11%	-16.21%	8.66%	12.44%	10.52%
	3	7.73%	4.81%	-19.57%	5.91%	10.78%	10.85%
	4	6.88%	4.01%	-18.46%	4.76%	9.46%	10.63%
	5	8.27%	3.82%	-17.66%	5.09%	8.93%	11.10%
	6	6.04%	4.82%	-23.16%	4.38%	9.28%	11.08%
	7	5.53%	4.74%	-20.88%	6.90%	11.25%	11.44%
	8	1.36%	0.44%	-28.06%	0.15%	6.63%	10.92%
	9	4.36%	2.73%	-23.54%	6.46%	10.65%	11.29%
	10 (ultra-small)	0.53%	-2.11%	-25.05%	4.95%	9.18%	12.88%

1 Performance figures are as of the period ended December 31, 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.

20 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Detailed Explanation of Calendar Year Performance

The Fund’s investment universe focuses on the smallest stocks within the US stock market (CRSP 10 universe). Our tilt toward the market’s smallest stocks detracted from the Fund’s relative performance, as CRSP 10 stocks underperformed the Russell Microcap Index. On average, the Fund held 83% of its assets in CRSP 10 universe during the year, versus 17% for the benchmark. However, the Fund’s sidestepping strategies, which eliminate exposure to stocks with high probability of a steep price decline, major financial distress or bankruptcy, helped performance relative to the CRSP 10 universe.

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

Top Ten Holdings as of December 31, 2022

Rank	Description	Industry	% of Net Assets
1	Nine Energy Service, Inc.	Energy	1.1%
2	Willis Lease Finance Corp.	Industrials	0.7%
3	Enerflex, Ltd.	Energy	0.7%
4	89bio, Inc.	Health Care	0.6%
5	LSI Industries, Inc.	Industrials	0.6%
6	Performant Financial Corp.	Industrials	0.5%
7	Cabaletta Bio, Inc.	Health Care	0.5%
8	Actinium Pharmaceuticals, Inc.	Health Care	0.5%
9	J Jill, Inc.	Consumer Discretionary	0.5%
10	Trean Insurance Group, Inc.	Financials	0.5%
	Total		6.2%

Industry Sector Representation as of December 31, 2022

	% of Net Assets			% of Russell Microcap Index			Difference
Communication Services		4.1	%		2.5	%		1.6	%
Consumer Discretionary		12.5	%		9.2	%		3.3	%
Consumer Staples		3.1	%		2.0	%		1.1	%
Energy		8.4	%		6.6	%		1.8	%
Financials		17.7	%		21.3	%		-3.6	%
Health Care		28.3	%		29.6	%		-1.3	%
Industrials		11.2	%		10.5	%		0.7	%
Information Technology		9.3	%		10.8	%		-1.5	%
Materials		3.3	%		3.4	%		-0.1	%
Real Estate		1.1	%		3.3	%		-2.2	%
Utilities		0.9	%		0.8	%		0.1	%
Cash & Other Assets		0.1	%		0.0	%		0.1	%
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, December 31, 2022, unless otherwise stated.

bridgewayfunds.com 21

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

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

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

22 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.90%
Communication Services - 4.08%
Arena Group Holdings, Inc. (The)*		51,200	$	543,232
Beasley Broadcast Group, Inc., Class A*		49,625		45,665
BuzzFeed, Inc.*		25,000		17,240
Cinedigm Corp., Class A*		400,000		155,080
comScore, Inc.*		284,900		330,484
Cumulus Media, Inc., Class A*		68,100		422,901
Emerald Holding, Inc.*		41,000		145,140
EverQuote, Inc., Class A*		54,500		803,330
FG Group Holdings, Inc.*		75,000		196,500
Fluent, Inc.*		221,100		240,999
Gaia, Inc.*		48,400		115,192
Harte Hanks, Inc.*		20,000		233,800
IDW Media Holdings, Inc., Class B*		35,500		33,370
KORE Group Holdings, Inc.*		253,700		319,662
Leafly Holdings, Inc.*		103,900		67,732
Lee Enterprises, Inc.*		22,000		408,320
Liberty TripAdvisor Holdings, Inc., Class A*		150,000		100,440
Loyalty Ventures, Inc.*		100,000		241,000
Marchex, Inc., Class B*		124,500		195,465
Moving Image Technologies, Inc.*		20,300		23,345
National CineMedia, Inc.		200,000		44,000
NII Holdings Escrow*Δ#		287,700		71,925
Outbrain, Inc.*		135,000		488,700
Saga Communications, Inc., Class A		22,216		524,298
Salem Media Group, Inc.*		104,000		109,200
Spok Holdings, Inc.		80,416		658,607
Takung Art Co., Ltd.*		76,000		41,830
Townsquare Media, Inc., Class A*		52,700		382,075
Travelzoo*		30,443		135,471
TrueCar, Inc.*		205,000		514,550
Zedge, Inc., Class B*		23,680		41,677
				7,651,230
Consumer Discretionary - 12.47%
AMCON Distributing Co.		1,900		343,900
American Outdoor Brands, Inc.*		27,007		270,610
Ark Restaurants Corp.		14,500		240,120
Aspen Group, Inc.*		67,100		20,801
Barnes & Noble Education, Inc.*		232,300		406,525

Industry Company	Shares		Value
Consumer Discretionary (continued)
Bassett Furniture Industries, Inc.		25,644	$	445,693
Boxed, Inc.*		152,000		29,625
Build-A-Bear Workshop, Inc.*		37,400		891,616
BurgerFi International, Inc.*		38,588		48,621
Canterbury Park Holding Corp.+		11,689		365,398
Carrols Restaurant Group, Inc.*		150,000		204,000
Cato Corp. (The), Class A		57,373		535,290
Citi Trends, Inc.*		30,000		794,400
Conn’s, Inc.*		70,000		481,600
Cooper-Standard Holdings, Inc.*		34,500		312,570
Culp, Inc.		64,000		293,760
Delta Apparel, Inc.*		20,588		218,439
Dixie Group, Inc. (The)*		117,000		93,717
Duluth Holdings, Inc., Class B*		25,000		154,500
Educational Development Corp.		31,400		99,224
Emerson Radio Corp.*		102,100		54,133
Envela Corp.*		102,400		538,624
Escalade, Inc.		34,508		351,291
Express, Inc.*		298,500		304,470
Fiesta Restaurant Group, Inc.*		74,106		544,679
Flanigan’s Enterprises, Inc.		7,000		181,160
Flexsteel Industries, Inc.+		14,900		229,460
Fossil Group, Inc.*		140,000		603,400
Greenlane Holdings, Inc., Class A*		15,000		4,313
Hamilton Beach Brands Holding Co., Class A		18,000		223,020
Hooker Furnishings Corp.		31,560		590,172
Horizon Global Corp.*		124,200		48,289
iMedia Brands, Inc.*		59,817		38,283
J Jill, Inc.*		36,300		900,240
JAKKS Pacific, Inc.*		32,090		561,254
Kandi Technologies Group, Inc.*		162,900		374,670
Kirkland’s, Inc.*+		48,500		160,050
Lakeland Industries, Inc.*		19,857		264,098
Lifetime Brands, Inc.		59,200		449,328
Lincoln Educational Services Corp.*		77,705		449,912
LL Flooring Holdings, Inc.*		75,000		421,500
Lulu’s Fashion Lounge Holdings, Inc.*		80,000		200,800
Nathan’s Famous, Inc.		9,700		651,937
Nautilus, Inc.*		57,600		88,128

bridgewayfunds.com 23

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Noodles & Co.*		75,000	$	411,750
PARTS iD, Inc.*		195,900		191,003
Party City Holdco, Inc.*		325,000		118,787
PlayAGS, Inc.*		103,300		526,830
Polished.com, Inc.*		100,000		57,770
Potbelly Corp.*		89,600		499,072
RealReal, Inc. (The)*+		300,000		375,000
Red Robin Gourmet Burgers, Inc.*		56,100		313,038
Regis Corp.*		144,500		176,290
Rent the Runway, Inc., Class A*		163,500		498,675
Rocky Brands, Inc.		15,000		354,300
Strattec Security Corp.*		15,700		322,635
Superior Group of Cos., Inc.		61,600		619,696
Superior Industries International, Inc.*		102,500		432,550
Sypris Solutions, Inc.*		84,404		170,496
ThredUp, Inc., Class A*		200,000		262,000
Tilly’s, Inc., Class A*		50,000		452,500
Unifi, Inc.*		60,000		516,600
Unique Fabricating, Inc.*		92,500		51,014
Universal Technical Institute, Inc.*		90,200		606,144
Vera Bradley, Inc.*		118,700		537,711
Vince Holding Corp.*+		51,263		401,389
Volta, Inc.*		434,000		154,244
VOXX International Corp.*		36,100		302,518
Weyco Group, Inc.		24,500		518,420
Xcel Brands, Inc.*		75,000		52,500
				23,406,552
Consumer Staples - 3.06%
Alico, Inc.		24,550		586,009
AppHarvest, Inc.*+		394,000		223,556
Better Choice Co., Inc.*		101,700		54,816
Blue Apron Holdings, Inc., Class A*+		137,500		114,125
Bridgford Foods Corp.*+		21,900		262,362
Farmer Bros Co.*		44,900		206,989
Fresh Vine Wine, Inc.*+		25,000		24,472
Laird Superfood, Inc.*		23,500		19,740
Lifecore Biomedical, Inc.*		55,000		356,400
LifeMD, Inc.*		92,800		180,032
Lifeway Foods, Inc.*		37,401		207,576
Limoneira Co.+		50,000		610,500
Mannatech, Inc.		8,300		148,570
Natural Alternatives International, Inc.*		31,610		265,208

Industry Company	Shares		Value
Consumer Staples (continued)
Natural Grocers by Vitamin Cottage, Inc.		29,500	$	269,630
Oil-Dri Corp. of America		16,700		560,118
Planet Green Holdings Corp.*		83,000		51,460
Rocky Mountain Chocolate Factory, Inc.*		36,500		208,050
Splash Beverage Group, Inc.*+		102,300		98,351
United-Guardian, Inc.		13,466		140,046
Village Super Market, Inc., Class A+		23,000		535,670
Vintage Wine Estates, Inc.*+		145,100		473,026
Zevia PBC, Class A*+		35,000		143,150
				5,739,856
Energy - 8.42%
Adams Resources & Energy, Inc.		22,000		856,240
Aemetis, Inc.*+		90,000		356,400
Amplify Energy Corp.*		91,800		806,922
Barnwell Industries, Inc.		35,000		103,474
Battalion Oil Corp.*		56,500		548,615
Camber Energy, Inc.*		2,000		4,040
Comstock, Inc.*		229,000		62,975
Enerflex, Ltd.+		197,257		1,246,664
Enservco Corp.*		36,093		58,832
Evolution Petroleum Corp.		60,800		459,040
Forum Energy Technologies, Inc.*		17,000		501,500
Geospace Technologies Corp.*		50,500		213,110
Gran Tierra Energy, Inc.*		450,000		445,500
Gulf Island Fabrication, Inc.*		65,348		335,235
Houston American Energy Corp.*+		28,000		96,320
Independence Contract Drilling, Inc.*		55,000		179,850
KLX Energy Services Holdings, Inc.*		51,702		894,962
Mammoth Energy Services, Inc.*		100,000		865,000
Mexco Energy Corp.*		8,000		99,840
MIND Technology, Inc.*		119,515		54,977
NACCO Industries, Inc., Class A		13,470		511,860
Natural Gas Services Group, Inc.*		64,076		734,311
NCS Multistage Holdings, Inc.*		10,350		258,750

24 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
New Concept Energy, Inc.*		8,400	$	9,156
Nine Energy Service, Inc.*+		142,700		2,073,431
Oil States International, Inc.*		46,800		349,128
Overseas Shipholding Group, Inc., Class A*		222,496		643,013
PEDEVCO Corp.*		195,000		214,500
PHX Minerals, Inc.		120,200		467,578
Ranger Energy Services, Inc.*		24,700		271,947
Ring Energy, Inc.*		103,650		254,979
SEACOR Marine Holdings, Inc.*		85,805		785,974
Smart Sand, Inc.*		140,900		252,211
Superior Drilling Products, Inc.*		166,100		152,662
VAALCO Energy, Inc.		137,200		625,632
				15,794,628
Financials - 17.76%
Acacia Research Corp.*+		103,100		434,051
AmeriServ Financial, Inc.		59,171		232,542
Ashford, Inc.*+		5,000		69,399
Associated Capital Group, Inc., Class A		10,000		419,900
Atlantic American Corp.#		116,256		268,551
Auburn National BanCorp, Inc.		7,500		173,813
Bank of Princeton (The)		20,266		642,838
Bank7 Corp.		27,910		714,496
BankFinancial Corp.		30,600		322,218
Bankwell Financial Group, Inc.		25,000		735,750
C&F Financial Corp.		10,690		622,906
California BanCorp*		17,200		409,016
CB Financial Services, Inc.		18,700		400,741
Chemung Financial Corp.		16,298		747,589
Citizens Community Bancorp, Inc.		28,600		344,058
Citizens Holding Co.		25,070		343,459
Citizens, Inc.*		90,000		191,700
Codorus Valley Bancorp, Inc.		25,137		598,261
Cohen & Co., Inc.		5,000		41,700
Colony Bankcorp, Inc.		10,950		138,956
Community West Bancshares		21,657		324,205
Conifer Holdings, Inc.*		13,000		20,410
Consumer Portfolio Services, Inc.*		75,500		668,175
Curo Group Holdings Corp.		129,000		457,950

Industry Company	Shares		Value
Financials (continued)
Eagle Bancorp Montana, Inc.		19,521	$	315,459
eHealth, Inc.*		50,000		242,000
Elevate Credit, Inc.*		122,100		213,675
ESSA Bancorp, Inc.		22,143		462,124
Evans Bancorp, Inc.		17,000		635,630
FG Financial Group, Inc.*		30,000		85,500
Finwise Bancorp*		33,292		308,284
First Financial Northwest, Inc.		34,770		520,855
First Guaranty Bancshares, Inc.		14,856		348,373
First Northwest Bancorp		26,600		408,576
First United Corp.		23,292		457,688
First Western Financial, Inc.*		22,051		620,736
GAMCO Investors, Inc., Class A+		33,000		502,920
Greenhill & Co., Inc.		36,800		377,200
Hallmark Financial Services, Inc.*		105,100		61,399
Hawthorn Bancshares, Inc.		29,950		652,012
Heritage Insurance Holdings, Inc.		66,000		118,800
HMN Financial, Inc.		18,800		400,440
Investar Holding Corp.		28,000		602,840
Katapult Holdings, Inc.*		235,400		225,207
Kentucky First Federal Bancorp		16,000		108,480
Lake Shore Bancorp, Inc.		27,150		327,836
Landmark Bancorp, Inc.+		8,205		185,679
Magyar Bancorp, Inc.		12,579		161,263
Malvern Bancorp, Inc.*		21,100		374,525
Marygold Cos., Inc. (The)*		46,000		69,000
Medallion Financial Corp.+		86,744		619,352
Meridian Corp.		17,100		517,959
Northrim BanCorp, Inc.		8,195		447,201
Norwood Financial Corp.		25,512		853,121
Ocwen Financial Corp.*		5,600		171,248
Ohio Valley Banc Corp.		13,000		343,460
OP Bancorp		38,000		424,080
Oportun Financial Corp.*		121,200		667,812
Patriot National Bancorp, Inc.*		8,500		90,100
PCB Bancorp		7,300		129,137
Penns Woods Bancorp, Inc.		31,066		826,977
Peoples Bancorp of North Carolina, Inc.		20,830		678,225
Ponce Financial Group, Inc.*+		50,699		472,515

bridgewayfunds.com 25

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Professional Holding Corp., Class A*		29,500	$	818,330
Provident Financial Holdings, Inc.		27,817		383,040
Republic First Bancorp, Inc.*+		119,100		256,065
Riverview Bancorp, Inc.		75,106		576,814
Safeguard Scientifics, Inc.*		80,000		248,000
Security National Financial Corp., Class A*		69,390		506,547
Silvercrest Asset Management Group, Inc., Class A		24,602		461,780
Southern States Bancshares, Inc.		20,000		579,000
Summit State Bank		17,820		281,556
Sunlight Financial Holdings, Inc.*+		153,000		197,370
Territorial Bancorp, Inc.		30,307		727,671
Timberland Bancorp, Inc.		13,900		474,407
Trean Insurance Group, Inc.*		150,000		900,000
Unico American Corp.*		54,500		87,745
Union Bankshares, Inc.		14,951		350,003
United Bancshares, Inc.		7,700		144,144
United Security Bancshares		15,000		109,650
Unity Bancorp, Inc.		25,812		705,442
Western New England Bancorp, Inc.		56,344		533,014
Westwood Holdings Group, Inc.		36,000		400,813
WVS Financial Corp.#		16,800		235,200
				33,326,963
Health Care - 28.26%
4D Molecular Therapeutics, Inc.*		38,500		855,085
89bio, Inc.*		91,800		1,168,614
Accuray, Inc.*		223,200		466,488
AcelRx Pharmaceuticals, Inc.*+		12,370		27,956
Acorda Therapeutics, Inc.*		76,706		58,810
Actinium Pharmaceuticals, Inc.*+		86,966		926,188
Acumen Pharmaceuticals, Inc.*		75,400		407,160
Acutus Medical, Inc.*		79,500		91,425
Aeglea BioTherapeutics, Inc.*		150,000		67,485
AgeX Therapeutics, Inc.*		165,000		91,064
AIM ImmunoTech, Inc.*		140,000		43,666

Industry Company	Shares		Value
Health Care (continued)
Aligos Therapeutics, Inc.*		112,000	$	106,725
Allakos, Inc.*		50,000		421,000
Allarity Therapeutics, Inc.*		20,000		5,876
Alpha Teknova, Inc.*		35,000		197,400
American Shared Hospital Services*		33,700		98,741
Angion Biomedica Corp.*		175,000		142,030
Annovis Bio, Inc.*		22,500		302,175
Apollo Endosurgery, Inc.*		78,200		779,654
Applied Molecular Transport, Inc.*		100,000		42,000
Applied Therapeutics, Inc.*		50,000		38,000
Apyx Medical Corp.*		288,000		673,920
Aquestive Therapeutics, Inc.*+		137,456		123,999
Ardelyx, Inc.*		307,000		874,950
Armata Pharmaceuticals, Inc.*+		184,682		229,006
ARS Pharmaceuticals, Inc.*+		69,500		592,835
Assembly Biosciences, Inc.*		165,000		214,500
Astria Therapeutics, Inc.*		35,000		521,150
Athira Pharma, Inc.*		102,000		323,340
ATI Physical Therapy, Inc.*		60,000		18,300
Atreca, Inc., Class A*		100,000		80,060
Avrobio, Inc.*		146,000		104,083
Axcella Health, Inc.*		195,009		63,865
Ayala Pharmaceuticals, Inc.*		53,000		22,302
Aziyo Biologics, Inc., Class A*+		24,900		105,825
Berkeley Lights, Inc.*		175,200		469,536
BioAtla, Inc.*		22,000		181,500
Biodesix, Inc.*		66,800		153,640
BiomX, Inc.*		49,500		9,242
Biora Therapeutics, Inc.*		432,000		56,894
Black Diamond Therapeutics, Inc.*+		117,800		212,040
Bolt Biotherapeutics, Inc.*		187,600		243,880
Cabaletta Bio, Inc.*+		107,730		996,502
Calithera Biosciences, Inc.*		6,158		20,075
Candel Therapeutics, Inc.*		125,000		223,750
CareCloud, Inc.*		67,363		189,290
CEL-SCI Corp.*+		118,600		278,710
China Pharma Holdings, Inc.*		145,000		13,906
Clearside Biomedical, Inc.*		212,600		238,112
Codex DNA, Inc.*+		117,000		146,250
Cognition Therapeutics, Inc.*		66,200		139,020

26 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Concert Pharmaceuticals, Inc.*		138,100	$	806,504
CorMedix, Inc.*+		120,100		506,822
Corvus Pharmaceuticals, Inc.*		155,700		132,345
Cumberland Pharmaceuticals, Inc.*		49,887		112,246
Curis, Inc.*		240,000		132,000
CVRx, Inc.*		28,595		524,718
Cyclerion Therapeutics, Inc.*		107,000		70,213
Cyteir Therapeutics, Inc.*		119,584		197,314
CytomX Therapeutics, Inc.*		176,000		281,600
Daxor Corp.*+		9,400		86,762
Decibel Therapeutics, Inc.*+		107,282		219,928
Disc Medicine, Inc.*		7,500		149,175
ElectroCore, Inc.*		70,000		17,976
Electromed, Inc.*		27,000		283,230
Elevation Oncology, Inc.*		128,000		121,306
Eliem Therapeutics, Inc.*		53,323		190,896
Enzo Biochem, Inc.*		146,500		209,495
Equillium, Inc.*		123,500		135,850
Eton Pharmaceuticals, Inc.*+		50,900		142,520
Evelo Biosciences, Inc.*		105,300		169,533
Exagen, Inc.*+		39,000		93,600
Finch Therapeutics Group, Inc.*		157,667		75,680
Frequency Therapeutics, Inc.*		82,400		317,240
Fulcrum Therapeutics, Inc.*		40,000		291,200
Gain Therapeutics, Inc.*		60,000		187,800
Galecto, Inc.*		165,000		189,750
Galera Therapeutics, Inc.*		183,200		272,968
Gelesis Holdings, Inc.*		74,300		21,577
GlycoMimetics, Inc.*+		75,000		227,250
Graphite Bio, Inc.*		130,500		433,260
Graybug Vision, Inc.*		41,900		20,950
Great Elm Group, Inc.*		104,597		211,286
Gritstone bio, Inc.*+		206,000		710,700
Harpoon Therapeutics, Inc.*		50,000		36,285
Harrow Health, Inc.*		45,500		671,580
Harvard Bioscience, Inc.*		77,017		213,337
HCW Biologics, Inc.*		72,600		139,392
Homology Medicines, Inc.*		215,000		270,900
Hookipa Pharma, Inc.*		200,800		162,648
Hyperfine, Inc.*		125,000		105,000
iBio, Inc.*		25,000		11,110
Icosavax, Inc.*		80,000		635,200
Ikena Oncology, Inc.*		82,350		219,051

Industry Company	Shares		Value
Health Care (continued)
IMARA, Inc.*		66,800	$	273,212
Immuneering Corp., Class A*+		34,949		169,503
Immunic, Inc.*+		98,000		137,200
Impel Pharmaceuticals, Inc.*+		30,000		112,500
IN8bio, Inc.*		68,700		158,697
Infinity Pharmaceuticals, Inc.*		240,000		133,200
InfuSystem Holdings, Inc.*		54,800		475,664
Inozyme Pharma, Inc.*		130,000		136,500
InspireMD, Inc.*		16,667		14,325
Invacare Corp.*+		108,346		45,505
IO Biotech, Inc.*+		132,200		304,060
IRIDEX Corp.*		90,400		181,704
IsoPlexis Corp.*		132,464		205,319
IsoRay, Inc.*		184,000		45,466
Jounce Therapeutics, Inc.*		147,000		163,170
Kala Pharmaceuticals, Inc.*+		3,500		133,525
KemPharm, Inc.*+		89,443		410,543
Kewaunee Scientific Corp.*		13,200		205,260
Kronos Bio, Inc.*		251,000		406,620
Landos Biopharma, Inc.*		99,000		49,510
Lannett Co., Inc.*+		111,900		58,278
Larimar Therapeutics, Inc.*		60,000		247,800
Leap Therapeutics, Inc.*		288,301		129,735
Lineage Cell Therapeutics, Inc.*		442,900		518,193
Longboard Pharmaceuticals, Inc.*		25,000		79,000
Lucid Diagnostics, Inc.*+		135,000		183,600
Lucira Health, Inc.*		110,500		12,277
Lumos Pharma, Inc.*		46,744		168,746
Lyra Therapeutics, Inc.*		144,900		454,986
Magenta Therapeutics, Inc.*		209,500		82,753
Matinas BioPharma Holdings, Inc.*		626,891		313,446
MediciNova, Inc.*		190,247		390,006
Merrimack Pharmaceuticals, Inc.*		32,500		372,450
Milestone Scientific, Inc.*		274,500		131,760
Minerva Neurosciences, Inc.*		15,436		24,543
Minerva Surgical, Inc.*		127,200		28,416
MiNK Therapeutics, Inc.*		8,500		21,930
Molecular Templates, Inc.*		110,000		36,080
Mustang Bio, Inc.*		206,900		81,705
Myomo, Inc.*		56,600		28,945
NanoViricides, Inc.*+		94,039		104,383
NantHealth, Inc.*+		16,940		61,831

bridgewayfunds.com 27

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Navidea Biopharmaceuticals, Inc.*		102,440	$	21,512
Neoleukin Therapeutics, Inc.*		75,000		38,175
Neuronetics, Inc.*		62,305		428,035
NeuroPace, Inc.*+		26,148		38,961
NexImmune, Inc.*		50,000		12,155
NextCure, Inc.*		100,000		141,000
NightHawk Biosciences, Inc.*		100,000		80,510
NovaBay Pharmaceuticals, Inc.*		4,429		8,637
NRX Pharmaceuticals, Inc.*		178,700		198,357
Odonate Therapeutics, Inc.*		215,000		376,250
Olema Pharmaceuticals, Inc.*		86,200		211,190
Omeros Corp.*+		126,600		286,116
Oncocyte Corp.*		200,000		64,180
Oncorus, Inc.*		67,300		17,047
Optinose, Inc.*		90,000		166,500
Oragenics, Inc.*		140,000		14,714
OraSure Technologies, Inc.*		100,000		482,000
ORIC Pharmaceuticals, Inc.*		97,000		571,330
Ovid therapeutics, Inc.*+		227,700		423,522
Owlet, Inc.*		231,500		129,432
Oyster Point Pharma, Inc.*+		40,000		446,800
Palatin Technologies, Inc.*		14,800		37,888
Paratek Pharmaceuticals, Inc.*+		215,000		402,050
Pardes Biosciences, Inc.*		198,900		336,141
Passage Bio, Inc.*		240,100		331,338
Personalis, Inc.*		115,500		228,690
Pluri, Inc.*		102,600		96,444
Praxis Precision Medicines, Inc.*+		101,900		242,522
Precision BioSciences, Inc.*		271,500		323,085
Prelude Therapeutics, Inc.*+		36,949		223,172
Protalix BioTherapeutics, Inc.*+		130,000		178,100
Protara Therapeutics, Inc.*		39,200		105,056
Puma Biotechnology, Inc.*		114,900		486,027
Pyxis Oncology, Inc.*+		170,295		228,195
Quince Therapeutics, Inc.*+		110,000		70,114
Rain Oncology, Inc.*		10,000		80,000

Industry Company	Shares		Value
Health Care (continued)
Rapid Micro Biosystems, Inc., Class A*+		138,000	$	155,940
Regional Health Properties, Inc.*		10,000		33,200
Reneo Pharmaceuticals, Inc.*		70,000		163,100
Retractable Technologies, Inc.*		91,700		150,397
Rigel Pharmaceuticals, Inc.*		325,000		487,500
Rocket Pharmaceuticals, Inc.*		8,797		172,165
SAB Biotherapeutics, Inc.*		84,000		49,552
Satsuma Pharmaceuticals, Inc.*		65,000		58,500
Savara, Inc.*		366,393		567,909
Science 37 Holdings, Inc.*		225,000		93,420
scPharmaceuticals, Inc.*+		104,500		749,265
SCYNEXIS, Inc.*		149,000		232,440
SeaSpine Holdings Corp.*		75,000		626,250
Sensei Biotherapeutics, Inc.*		112,900		168,221
Senti Biosciences, Inc.*		95,000		133,950
Sera Prognostics, Inc., Class A*		4,205		5,172
Shattuck Labs, Inc.*		85,100		195,730
Sientra, Inc.*		102,000		20,696
Sigilon Therapeutics, Inc.*		125,000		43,750
Singular Genomics Systems, Inc.*		215,600		433,356
Solid Biosciences, Inc.*		18,700		100,606
Sonendo, Inc.*		101,500		287,245
Sonida Senior Living, Inc.*		20,615		257,688
Spruce Biosciences, Inc.*+		60,000		66,000
SQZ Biotechnologies Co.*		62,400		46,176
Standard BioTools, Inc.*+		212,000		248,040
Star Equity Holdings, Inc.*		110,390		94,372
Stereotaxis, Inc.*		177,100		366,597
Summit Therapeutics, Inc.*		76,500		325,125
SunLink Health Systems, Inc.*		40,000		24,400
Surface Oncology, Inc.*		157,500		129,150
Surgalign Holdings, Inc.*		25,000		49,000
Synlogic, Inc.*		216,900		164,844
Syros Pharmaceuticals, Inc.*		8,670		31,125
Tabula Rasa HealthCare, Inc.*		50,000		247,500
Tactile Systems Technology, Inc.*		62,800		720,944
Talaris Therapeutics, Inc.*+		130,000		132,600
Talkspace, Inc.*		250,000		152,575

28 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Taysha Gene Therapies, Inc.*		99,269	$	224,348
TCR2 Therapeutics, Inc.*		148,400		148,222
Tela Bio, Inc.*		52,000		598,000
Tenaya Therapeutics, Inc.*		102,300		205,623
Terns Pharmaceuticals, Inc.*		66,000		671,880
TFF Pharmaceuticals, Inc.*		56,200		59,010
TherapeuticsMD, Inc.*		42,000		234,780
Theriva Biologics, Inc.*		12,400		5,640
Trevi Therapeutics, Inc.*		195,800		377,894
TScan Therapeutics, Inc.*		115,000		187,450
UNITY Biotechnology, Inc.*		60,705		166,332
Vapotherm, Inc.*		99,500		268,650
Vaxxinity, Inc., Class A*		72,000		100,800
Venus Concept, Inc.*		208,644		66,766
Verastem, Inc.*		355,000		142,888
Verrica Pharmaceuticals, Inc.*		74,550		205,012
Vigil Neuroscience, Inc.*		5,064		63,300
Viracta Therapeutics, Inc.*		125,000		182,500
VolitionRX, Ltd.*+		120,000		291,600
Vor BioPharma, Inc.*+		95,000		631,750
Voyager Therapeutics, Inc.*		95,481		582,434
Werewolf Therapeutics, Inc.*		76,211		156,233
Xeris Biopharma Holdings, Inc.*		355,151		472,351
Xilio Therapeutics, Inc.*		76,081		204,658
Xtant Medical Holdings, Inc.*		100,000		66,000
Zynerba Pharmaceuticals, Inc.*		102,200		54,166
				53,036,599
Industrials - 11.19%
Acme United Corp.		11,535		252,616
AgEagle Aerial Systems, Inc.*		200,000		70,000
Air Industries Group*		9,000		38,250
Air T, Inc.*		17,250		432,802
Alpha Pro Tech, Ltd.*		52,900		212,658
American Superconductor Corp.*		90,000		331,200
ARC Document Solutions, Inc.		167,400		490,482
Avalon Holdings Corp., Class A*		3,900		10,725
BGSF, Inc.		39,700		608,204
BlackSky Technology, Inc.*		325,000		500,500

Industry Company	Shares		Value
Industrials (continued)
Bowman Consulting Group, Ltd.*		30,000	$	655,500
CECO Environmental Corp.*		48,300		564,144
Charah Solutions, Inc.*		16,500		89,100
Chicago Rivet & Machine Co.+		8,000		229,040
Commercial Vehicle Group, Inc.*		40,500		275,805
CompX International, Inc.		44,200		816,816
Eastern Co. (The)		21,200		408,736
Espey Mfg. & Electronics Corp.*		16,108		228,734
FreightCar America, Inc.*+		73,000		233,600
GEE Group, Inc.*		77,600		38,024
Gencor Industries, Inc.*		29,200		294,920
Graham Corp.*		18,900		181,818
Hudson Global, Inc.*		10,942		247,617
Hurco Cos., Inc.		7,500		195,975
Hydrofarm Holdings Group, Inc.*		110,000		170,500
India Globalization Capital, Inc.*		69,000		21,949
INNOVATE Corp.*+		241,392		451,403
Innovative Solutions and Support, Inc.*		80,400		660,888
Knightscope, Inc., Class A*		75,000		141,750
KULR Technology Group, Inc.*+		255,000		306,000
L B Foster Co., Class A*		41,700		403,656
Lightning eMotors, Inc.*		116,400		42,661
LS Starrett Co. (The), Class A*		36,400		267,904
LSI Industries, Inc.		88,000		1,077,120
Mastech Digital, Inc.*		50,400		554,904
Matrix Service Co.*		60,000		373,200
Mayville Engineering Co., Inc.*		25,258		319,766
Mega Matrix Corp.*		108,000		190,080
Mesa Air Group, Inc.*		249,800		382,194
Mistras Group, Inc.*		63,100		311,083
Momentus, Inc.*+		368,500		287,393
NN, Inc.*		145,000		217,500
Ocean Power Technologies, Inc.*		180,000		81,018
Orion Group Holdings, Inc.*		115,100		273,938
P&F Industries, Inc., Class A		10,500		52,395
Park Aerospace Corp.		15,000		201,150
Patriot Transportation Holding, Inc.*		7,471		53,119

bridgewayfunds.com 29

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Performant Financial Corp.*		278,300	$	1,004,663
Perma-Pipe International Holdings, Inc.*		71,600		676,620
Pineapple Energy, Inc.*		14,504		33,794
Quad/Graphics, Inc.*		129,569		528,642
RCM Technologies, Inc.*		43,242		533,606
Redwire Corp.*+		158,500		313,830
Servotronics, Inc.*		16,653		175,856
Shapeways Holdings, Inc.*		153,289		83,359
SIFCO Industries, Inc.*		26,024		56,204
Spire Global, Inc.*		290,000		278,400
Team, Inc.*		19,580		102,795
Twin Disc, Inc.*		58,100		564,732
Ultralife Corp.*		72,400		279,464
US Xpress Enterprises, Inc., Class A*		165,000		298,650
Virco Mfg. Corp.*		25,800		116,616
Westwater Resources, Inc.*		123,700		97,723
Williams Industrial Services Group, Inc.*		88,300		90,075
Willis Lease Finance Corp.*		21,400		1,262,814
Xos, Inc.*		275,000		121,797
Yellow Corp.*		53,000		133,030
				21,001,507
Information Technology - 9.31%
Airspan Networks Holdings, Inc.*		199,600		261,476
ALJ Regional Holdings, Inc.*		202,000		375,720
Amtech Systems, Inc.*		84,000		638,400
Applied Digital Corp.*+		250,000		460,000
Applied Optoelectronics, Inc.*+		126,500		239,085
Arteris, Inc.*		55,000		236,500
AstroNova, Inc.*		37,700		483,314
Aware, Inc.*		124,579		213,030
Backblaze, Inc., Class A*+		27,500		169,125
Bel Fuse, Inc., Class B		5,800		190,936
BK Technologies Corp.+		45,717		151,780
BM Technologies, Inc.*+		21,636		112,724
CalAmp Corp.*		80,000		358,400
Climb Global Solutions, Inc.		16,800		529,704
Computer Task Group, Inc.*		62,100		469,476
CoreCard Corp.*+		19,737		571,781
CSP, Inc.		45,000		424,350
Daktronics, Inc.*		112,855		318,251

Industry Company	Shares		Value
Information Technology (continued)
Diebold Nixdorf, Inc.*		289,600	$	411,232
eMagin Corp.*		251,000		213,350
Embark Technology, Inc.*+		42,500		139,825
EMCORE Corp.*		102,473		98,630
Everspin Technologies, Inc.*		73,900		410,884
Frequency Electronics, Inc.*		21,500		151,575
Greenidge Generation Holdings, Inc.*+		80,000		23,128
GSI Technology, Inc.*		54,217		93,795
Immersion Corp.*		93,000		653,790
Innodata, Inc.*		85,955		254,857
Inseego Corp.*		50,000		42,125
Intellicheck, Inc.*		110,300		220,600
inTEST Corp.*		19,901		204,980
Intevac, Inc.*		87,400		565,478
Inuvo, Inc.*		306,000		67,779
Issuer Direct Corp.*		16,500		413,160
Kaleyra, Inc.*		235,900		178,128
Key Tronic Corp.*		32,400		140,292
KVH Industries, Inc.*		55,774		570,010
Latch, Inc.*+		405,000		287,510
LGL Group, Inc. (The)*		29,200		118,260
LiveVox Holdings, Inc.*		220,000		653,400
Marin Software, Inc.*+		60,000		60,000
M-Tron Industries, Inc.*		14,600		127,750
Network-1 Technologies, Inc.		134,000		294,800
Optical Cable Corp.*		27,600		114,816
PCTEL, Inc.		73,800		317,340
Pixelworks, Inc.*		108,100		191,337
Powerfleet, Inc.*		138,200		371,758
Quantum Corp.*		285,000		310,650
RF Industries, Ltd.*		43,230		220,473
Richardson Electronics, Ltd.		32,011		682,795
SecureWorks Corp., Class A*		23,180		148,120
SRAX, Inc.*		50,000		76,500
StarTek, Inc.*		97,762		366,608
Stronghold Digital Mining, Inc., Class A*+		50,000		23,955
Synchronoss Technologies, Inc.*		213,100		131,717
TESSCO Technologies, Inc.*		45,000		216,900
TransAct Technologies, Inc.*		33,000		205,260
Trio-Tech International*		26,800		120,603
Turtle Beach Corp.*		50,000		358,500

30 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Information Technology (continued)
Universal Security Instruments, Inc.*		6,000	$	12,180
Usio, Inc.*		45,000		72,000
Velodyne Lidar, Inc.*		350,000		258,545
Veritone, Inc.*+		44,000		233,200
VirnetX Holding Corp.*		76,300		99,190
WidePoint Corp.*		48,728		88,690
Wireless Telecom Group, Inc.*		64,666		115,752
WM Technology, Inc.*		130,000		131,300
				17,467,579
Materials - 3.35%
Advanced Emissions Solutions, Inc.*		89,000		216,270
AgroFresh Solutions, Inc.*		204,300		604,728
Ampco-Pittsburgh Corp.*		50,000		125,500
Ascent Industries Co.*		26,838		232,685
Core Molding Technologies, Inc.*		24,400		316,956
Flexible Solutions International, Inc.*		45,707		141,692
Flotek Industries, Inc.*		292,300		327,376
Friedman Industries, Inc.		27,200		266,288
Gatos Silver, Inc.*+		140,000		572,600
Glatfelter Corp.		175,000		486,500
Gold Resource Corp.		236,300		361,539
Golden Minerals Co.*		450,000		123,480
Gulf Resources, Inc.*		67,360		208,142
IT Tech Packaging, Inc.*		37,500		17,257
Loop Industries, Inc.*		99,400		237,566
McEwen Mining, Inc.*+		115,000		673,900
Northern Technologies International Corp.		27,900		371,349
Olympic Steel, Inc.		18,300		614,514
Paramount Gold Nevada Corp.*		150,000		51,750
Solitario Zinc Corp.*		205,000		127,121
United States Antimony Corp.*		195,500		95,189
Universal Stainless & Alloy Products, Inc.*		16,850		120,815
				6,293,217
Real Estate - 1.14%
American Realty Investors, Inc.*+		2,363		60,611
AMREP Corp.*		35,800		413,490
CTO Realty Growth, Inc.+		24,300		444,204
Maui Land & Pineapple Co., Inc.*		46,500		438,030

Industry Company	Shares		Value
Real Estate (continued)
Rafael Holdings, Inc., Class B*		51,656	$	96,597
Stratus Properties, Inc.		24,250		467,782
Transcontinental Realty Investors, Inc.*		2,800		123,704
Trinity Place Holdings, Inc.*		131,800		97,519
				2,141,937
Utilities - 0.86%
Cadiz, Inc.*+		137,400		343,500
Genie Energy, Ltd., Class B		66,900		691,746
RGC Resources, Inc.		25,000		551,250
Via Renewables, Inc.+		7,500		38,325
				1,624,821
TOTAL COMMON STOCKS - 99.90%				187,484,889
(Cost $205,942,064)
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		–
Gemini Therapeutics, Inc., CVR*+++		75,000		–
Oncomed Pharmaceuticals, CVR, expiring 12/31/49*Δ#		125,000		–
Pineapple Holdings, Inc., CVR*Δ#+++		14,504		–
PLBY Group, Inc., expiring 01/18/23*Δ+		50,000		–
ZAGG, Inc., CVR, expiring 12/31/99*Δ#		65,000		–
TOTAL RIGHTS - 0.00%				–
(Cost $29,976)
WARRANTS - 0.00%
LGL Group, Inc. (The), expiring 11/16/25*		29,200		5,840
TOTAL WARRANTS - 0.00%				5,840
(Cost $14,873)

bridgewayfunds.com 31

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

Showing percentage of net assets as of December 31, 2022

	Rate^			Shares		Value
MONEY MARKET FUND - 0.00%
Fidelity Investments Money
Market Government Portfolio Class I		4.06	%		29	$	29
TOTAL MONEY MARKET FUND - 0.00%							29
(Cost $29)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 8.09%
Dreyfus Institutional
Preferred Government
Plus Money Market
Fund**		4.36	%		15,178,678		15,178,678
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 8.09%							15,178,678
(Cost $15,178,678)
TOTAL INVESTMENTS - 107.99%						$	202,669,436
(Cost $221,165,620)
Liabilities in Excess of Other Assets - (7.99%)							(14,996,041	)
NET ASSETS - 100.00%						$	187,673,395

# Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $575,676, which is 0.31% 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 December 31, 2022.

^ Rate disclosed as of December 31, 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 December 31, 2022. Total loaned securities had a value of $15,584,470, which included loaned securities with a value of $115,736 that have been sold and are pending settlement as of December 31, 2022. The total market value of loaned securities excluding these pending sales is $15,468,734. See Note 2 for disclosure of cash and non-cash collateral.

+++ No stated maturity date.

CVR - Contingent Value Right

32 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Summary of inputs used to value the Fund’s investments as of 12/31/2022

(See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs		Total
Common Stocks
Health Care		$52,511,174		$525,425			$–		$53,036,599
Financials		32,947,619		379,344			–		33,326,963
Communication Services		7,579,305		–			71,925		7,651,230
Real Estate		1,728,447		413,490			–		2,141,937
Other Industries (a)		91,328,160		–			–		91,328,160
Total Common Stocks		186,094,705		1,318,259			71,925		187,484,889
Rights		0		–			0		0
Warrants		5,840		–			–		5,840
Money Market Fund		29		–			–		29
Investments Purchased With Cash Proceeds From Securities Lending		15,178,678		–			–		15,178,678
TOTAL		$201,279,252		$1,318,259			$      71,925		$202,669,436
(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 06/30/2022	$	71,925	$	0	$	71,925
Purchases/Issuances		–		–		–
Sales/Expirations		–		–		–
Return of Capital		–		–		–
Realized Gain/(Loss)		–		–		–
Change in unrealized Appreciation/(Depreciation)		–		–		–
Transfers in		–		–		–
Transfers out		–		–		–
Balance as of 12/31/2022	$	71,925	$	0	$	71,925
Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2022	$	–	$	–	$	–

See Notes to Financial Statements.

bridgewayfunds.com 33

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

December 31, 2022

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2022, our Fund returned +10.43%, outperforming our primary market benchmark, the Russell 2000 Value Index (+8.42%). It was a good quarter.

For the calendar year, our Fund returned -7.74%, leading the Russell 2000 Value Index (-14.48%).

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

Standardized Returns as of December 31, 2021

	Quarter		6 Months		Annualized
					1 Year		5 Years		10 Years		15 Years		Since Inception (10/31/03)
Small-Cap Value Fund		10.43%		6.90%		-7.74%		11.63%		11.62%		7.49%		8.88%
Russell 2000 Value Index		8.42%		3.42%		-14.48%		4.13%		8.48%		6.81%		7.67%

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.

34 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Growth of a $10,000 Investment

from Inception October 31, 2003 to December 31, 2022

Detailed Explanation of Quarterly Performance

All three of the Fund’s model categories outperformed the benchmark during the quarter, adding to relative results. The Fund’s tilt toward deeper value stocks across multiple valuation metrics improved relative returns. However, its tilt toward smaller stocks in the small-cap value universe detracted from relative performance as smaller companies generally under-performed during the quarter.

From a sector perspective, the Fund’s allocation effect was positive. An underweighting in the Health Care sector and overweightings in the Materials and Consumer Discretionary sectors added the most to relative results. The Fund’s stock selection effect was also positive, with holdings in the Health Care, Financials, and Information Technology sectors adding the most to relative results.

Detailed Explanation of Calendar Year Performance

All three of the Fund’s model categories outperformed the benchmark, improving relative results. The Fund’s tilt toward deeper value stocks across multiple valuation metrics boosted relative returns during the year, although its tilt toward smaller stocks in the small-cap value universe detracted.

From a sector perspective, the Fund’s allocation effect was positive. An overweighting in the Energy sector made the largest positive contribution to relative results. The Fund’s stock selection effect was also strongly positive. Holdings in the Energy and Industrials sectors added the most to relative returns, with holdings in the Utilities and Materials sectors also making significant contributions.

bridgewayfunds.com 35

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

Top Ten Holdings as of December 31, 2022

Rank	Description	Industry	% of Net Assets
1	ADMA Biologics, Inc.	Health Care	1.8%
2	Sterling Infrastructure, Inc.	Industrials	1.6%
3	Genworth Financial, Inc., Class A	Financials	1.6%
4	Academy Sports & Outdoors, Inc.	Consumer Discretionary	1.5%
5	Jackson Financial, Inc., Class A	Financials	1.5%
6	Cross Country Healthcare, Inc.	Health Care	1.4%
7	Red Rock Resorts, Inc., Class A	Consumer Discretionary	1.4%
8	Group 1 Automotive, Inc.	Consumer Discretionary	1.4%
9	Ingles Markets, Inc., Class A	Consumer Staples	1.4%
10	SunCoke Energy, Inc.	Materials	1.4%
	Total		15.0%

Industry Sector Representation as of December 31, 2022

	% of Net Assets	% of Russell 2000 Value Index	Difference
Communication Services	2.3%	2.9%		-0.6%
Consumer Discretionary	12.4%	10.0%		2.4%
Consumer Staples	5.1%	2.7%		2.4%
Energy	7.5%	6.2%		1.3%
Financials	25.7%	28.8%		-3.1%
Health Care	8.2%	10.5%		-2.3%
Industrials	9.9%	13.3%		-3.4%
Information Technology	6.8%	5.5%		1.3%
Materials	7.6%	4.1%		3.5%
Real Estate	11.6%	10.7%		0.9%
Utilities	1.7%	5.3%		-3.6%
Cash & Other Assets	1.2%	0.0%		1.2%
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, December 31, 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.

36 Semi-Annual Report | December 31, 2022 (Unaudited)

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 37

Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited)  

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
COMMON STOCKS - 98.78%
Communication Services - 2.25%
Gray Television, Inc.		258,200	$	2,889,258
TEGNA, Inc.		291,100		6,168,409
Telephone and Data Systems, Inc.+		268,600		2,817,614
				11,875,281
Consumer Discretionary - 12.41%
Academy Sports & Outdoors, Inc.		153,100		8,043,874
American Axle & Manufacturing Holdings, Inc.*		21,900		171,258
Beazer Homes USA, Inc.*		236,800		3,021,568
Chico’s FAS, Inc.*+		896,200		4,409,304
Citi Trends, Inc.*		64,500		1,707,960
Ethan Allen Interiors, Inc.+		131,100		3,463,662
Group 1 Automotive, Inc.		40,900		7,377,133
Red Rock Resorts, Inc., Class A		186,300		7,453,863
SeaWorld Entertainment, Inc.*		126,500		6,769,015
Signet Jewelers, Ltd.+		55,000		3,740,000
Sleep Number Corp.*		129,754		3,371,009
Smith & Wesson Brands, Inc.+		408,703		3,547,542
Stitch Fix, Inc., Class A*+		1,645,000		5,115,950
TravelCenters of America, Inc.*		119,641		5,357,524
Tupperware Brands Corp.*		450,000		1,863,000
				65,412,662
Consumer Staples - 5.11%
Hostess Brands, Inc.*+		265,600		5,960,064
Ingles Markets, Inc., Class A		75,700		7,302,022
John B Sanfilippo & Son, Inc.		26,300		2,138,716
Rite Aid Corp.*+		548,500		1,831,990
SpartanNash Co.		189,500		5,730,480
United Natural Foods, Inc.*		102,300		3,960,033
				26,923,305
Energy - 7.46%
Amplify Energy Corp.*		260,000		2,285,400
Callon Petroleum Co.*+		100,600		3,731,254
Chord Energy Corp.		16,400		2,243,684
CONSOL Energy, Inc.+		98,000		6,370,000
DHT Holdings, Inc.		659,800		5,859,024
FLEX LNG, Ltd.+		135,700		4,436,033

Industry Company	Shares		Value
Energy (continued)
International Seaways, Inc.+		174,600	$	6,463,692
PBF Energy, Inc., Class A		45,000		1,835,100
Teekay Tankers, Ltd., Class A*		197,438		6,083,065
				39,307,252
Financials - 25.73%
Amalgamated Financial Corp.		232,000		5,345,280
American Equity Investment Life Holding Co.		92,000		4,197,040
Ameris Bancorp+		65,300		3,078,242
AMERISAFE, Inc.		92,403		4,802,184
Banco Latinoamericano de Comercio Exterior SA, Class E		101,200		1,639,440
Banner Corp.		51,000		3,223,200
Byline Bancorp, Inc.		191,200		4,391,864
City Holding Co.		66,400		6,181,176
CNO Financial Group, Inc.		201,800		4,611,130
Customers Bancorp, Inc.*+		210,300		5,959,902
Encore Capital Group, Inc.*		98,900		4,741,266
Enstar Group, Ltd.*		14,100		3,257,664
EZCORP, Inc., Class A*		738,800		6,021,220
Farmers & Merchants Bancorp, Inc./Archbold+		61,400		1,668,852
FB Financial Corp.		72,100		2,605,694
First BanCorp		404,000		5,138,880
Genworth Financial, Inc., Class A*		1,581,800		8,367,722
German American Bancorp, Inc.		35,400		1,320,420
Hanmi Financial Corp.		263,200		6,514,200
HarborOne Bancorp, Inc.		212,000		2,946,800
HomeStreet, Inc.		50,000		1,379,000
Jackson Financial, Inc., Class A		224,200		7,799,918
LendingClub Corp.*		215,000		1,892,000
MVB Financial Corp.		118,500		2,609,370
Oppenheimer Holdings, Inc., Class A		46,500		1,968,345
Piper Sandler Cos.		20,300		2,642,857
Provident Bancorp, Inc.		132,518		964,731
Stewart Information Services Corp.		168,400		7,195,732
Texas Capital Bancshares, Inc.*		58,500		3,528,135
Tiptree, Inc.+		518,500		7,176,040

38 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Universal Insurance Holdings, Inc.		184,667	$	1,955,624
Valley National Bancorp+		547,600		6,193,356
Waterstone Financial, Inc.		250,400		4,316,896
				135,634,180
Health Care - 8.20%
Addus HomeCare Corp.*		50,000		4,974,500
ADMA Biologics, Inc.*		2,391,000		9,277,079
Atea Pharmaceuticals, Inc.*		347,612		1,672,014
Cross Country Healthcare, Inc.*+		286,700		7,617,619
Inogen, Inc.*		104,700		2,063,637
Neogen Corp.*		395,000		6,015,850
OraSure Technologies, Inc.*		390,000		1,879,800
PetIQ, Inc.*		172,683		1,592,137
Prestige Consumer Healthcare, Inc.*		106,100		6,641,860
Vanda Pharmaceuticals, Inc.*		204,700		1,512,733
				43,247,229
Industrials - 9.93%
AerSale Corp.*		90,000		1,459,800
ArcBest Corp.		88,720		6,213,949
Atlas Air Worldwide Holdings, Inc.*		50,000		5,040,000
BlueLinx Holdings, Inc.*		62,800		4,465,708
Boise Cascade Co.		104,300		7,162,281
Kelly Services, Inc., Class A		128,000		2,163,200
Primoris Services Corp.		142,500		3,126,450
Sterling Infrastructure, Inc.*		258,800		8,488,640
Textainer Group Holdings, Ltd.		140,100		4,344,501
Triton International, Ltd.		64,000		4,401,920
TrueBlue, Inc.*		280,508		5,492,347
				52,358,796
Information Technology - 6.78%
A10 Networks, Inc.		335,000		5,571,050
Amkor Technology, Inc.+		139,300		3,340,414
Calix, Inc.*		10,500		718,515
Hackett Group, Inc. (The)		63,143		1,286,223
InterDigital, Inc.		65,511		3,241,484
LiveRamp Holdings, Inc.*		305,100		7,151,544
NetScout Systems, Inc.*		167,800		5,455,178
Sanmina Corp.*		29,000		1,661,410
ScanSource, Inc.*		177,200		5,177,784

Industry Company	Shares		Value
Information Technology (continued)
Turtle Beach Corp.*		297,200	$	2,130,924
				35,734,526
Materials - 7.62%
AdvanSix, Inc.		119,400		4,539,588
Clearwater Paper Corp.*		133,600		5,051,416
Olympic Steel, Inc.		192,631		6,468,549
Ryerson Holding Corp.		228,200		6,905,332
Schnitzer Steel Industries, Inc., Class A		79,068		2,423,434
SunCoke Energy, Inc.		841,600		7,263,008
Sylvamo Corp.		45,000		2,186,550
TimkenSteel Corp.*		292,700		5,318,359
				40,156,236
Real Estate - 11.62%
Agree Realty Corp.		89,800		6,369,514
Armada Hoffler Properties, Inc.		195,400		2,247,100
Community Healthcare Trust, Inc.		129,200		4,625,360
Empire State Realty Trust, Inc., Class A+		467,800		3,152,972
Equity Commonwealth		149,000		3,720,530
Essential Properties Realty Trust, Inc.		203,900		4,785,533
Four Corners Property Trust, Inc.+		100,000		2,593,000
Getty Realty Corp.+		97,400		3,296,990
Independence Realty Trust, Inc.+		360,200		6,072,972
NexPoint Residential Trust, Inc.		92,100		4,008,192
Physicians Realty Trust		369,300		5,343,771
Plymouth Industrial REIT, Inc.		271,869		5,214,447
STAG Industrial, Inc.		210,000		6,785,100
Terreno Realty Corp.		53,100		3,019,797
				61,235,278
Utilities - 1.67%
Avista Corp.		147,312		6,531,814
MGE Energy, Inc.		15,000		1,056,000
Otter Tail Corp.		20,400		1,197,684
				8,785,498
TOTAL COMMON STOCKS - 98.78%				520,670,243
(Cost $520,613,133)

bridgewayfunds.com 39

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

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
EXCHANGE TRADED FUND - 0.74%
iShares Russell 2000 Value ETF		28,000	$	3,882,760
TOTAL EXCHANGE TRADED FUND - 0.74%				3,882,760
(Cost $4,131,538)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.41%
Fidelity Investments Money Market Government Portfolio Class I		4.06	%		2,144,747		2,144,747
TOTAL MONEY MARKET FUND - 0.41%							2,144,747
(Cost $2,144,747)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.97%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		4.36	%		10,403,275		10,403,275
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.97%							10,403,275
(Cost $10,403,275)
TOTAL INVESTMENTS - 101.90%						$	537,101,025
(Cost $537,292,693)
Liabilities in Excess of Other Assets - (1.90%)							(10,024,004	)
NET ASSETS - 100.00%						$	527,077,021

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2022.

^ Rate disclosed as of December 31, 2022.

+ This security or a portion of the security is out on loan as of December 31, 2022. Total loaned securities had a value of $16,990,281 as of December 31, 2022. See Note 2 for disclosure of cash and non-cash collateral.

Summary of inputs used to value the Fund’s investments as of 12/31/2022 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)		$520,670,243		$–		$–		$520,670,243
Exchange Traded Fund		3,882,760		–		–		3,882,760
Money Market Fund		2,144,747		–		–		2,144,747
Investments Purchased With Cash Proceeds From Securities Lending		10,403,275		–		–		10,403,275
TOTAL		$537,101,025		$–		$–		$537,101,025

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

See Notes to Financial Statements.

40 Semi-Annual Report | December 31, 2022 (Unaudited)

Managed Volatility Fund MANAGER’S COMMENTARY (Unaudited)  

December 31, 2022

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended December 31, 2022, our Fund returned +4.21%, underperforming our primary market benchmark, the S&P 500 Index (+7.56%). The Fund performed in line with its design during the quarter.

For the calendar year, our Fund returned -4.93%, outperforming the S&P 500 Index (-18.11%).

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

Standardized Returns as of December 31, 2022
			Annualized
	Quarter	6 Months	1 Year	5 Years	10 Years	15 Years	Since Inception (6/30/01)
Managed Volatility Fund	4.21%	5.15%	-4.93%	4.03%	4.58%	3.28%	4.07%
S&P 500 Index	7.56%	2.31%	-18.11%	9.42%	12.56%	8.81%	7.54%

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.

bridgewayfunds.com 41

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

Detailed Explanation of Quarterly Performance

For the quarter, the Fund captured 56% of the S&P 500 Index’s return. The Fund had an annualized standard deviation of 8.86% during the quarter, which was 64% lower than the S&P 500’s annualized standard deviation of 24.92% during the same period. Standard deviation is a statistical tool that measures the deviation or dispersion of the data from the mean or average. When related to funds and indexes, it tells you how much the return from the Fund portfolio or index holdings is straying from the expected return, based on historical performance.

The portfolio’s futures component detracted from results, returning -1.2%. This performance was in line with expectations during a quarter characterized by a rising equity market. The portfolio’s equities component added the most to the Fund’s results, returning +3.1%. The portfolios options and fixed income components also helped the Fund’s performance, returning +2.0% and +0.2%, respectively.

Detailed Explanation of Calendar Year Performance

For the calendar year, the Fund outperformed the S&P 500 Index. The Fund’s annualized standard deviation of 10.16% was 59% lower than the S&P 500’s annualized standard deviation of 24.51% during the same period.

The portfolio’s equities component detracted from the Fund’s performance, returning -11.4%. However, the portfolio’s options and futures components added to results, returning +3.3% and +3.0%, respectively. The portfolio’s fixed income component also added to the Fund’s returns, returning +0.2.

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 36% and 54%, respectively, of the S&P 500’s return. The Fund’s annualized standard deviation has been about 59% lower than the index’s for the last 10 years, and about 56% lower since inception.

42 Semi-Annual Report | December 31, 2022 (Unaudited)

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

Top Ten Holdings as of December 31, 2022

Rank	Description	Industry	% of Net Assets
1	Apple, Inc.	Information Technology	4.4%
2	UnitedHealth Group, Inc.	Health Care	3.3%
3	Microsoft Corp.	Information Technology	2.5%
4	McDonald’s Corp.	Consumer Discretionary	1.6%
5	Amazon.com, Inc.	Consumer Discretionary	1.5%
6	Alphabet, Inc., Class C	Communication Services	1.3%
7	Alphabet, Inc., Class A	Communication Services	1.3%
8	AbbVie, Inc.	Health Care	1.0%
9	Thermo Fisher Scientific, Inc.	Health Care	0.9%
10	Penske Automotive Group, Inc.	Consumer Discretionary	0.9%
	Total		18.7%

Industry Sector Representation as of December 31, 2022

Asset Type	% of Net Assets
Common Stock		56.2%
Communication Services		3.4%
Consumer Discretionary		6.5%
Consumer Staples		3.6%
Energy		3.3%
Financials		6.2%
Health Care		9.6%
Industrials		5.2%
Information Technology		15.2%
Materials		0.9%
Real Estate		1.0%
Utilities		1.3%
U.S. Government Obligations		34.1%
Call Options Written		-1.1%
Put Options Written		-1.6%
Money Market Fund		6.6%
Cash & Other Assets		5.8%
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, December 31, 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

bridgewayfunds.com 43

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

44 Semi-Annual Report | December 31, 2022 (Unaudited)

Managed Volatility Fund SCHEDULE OF INVESTMENTS (Unaudited)  

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
COMMON STOCKS - 56.17%
Communication Services - 3.39%
Alphabet, Inc., Class A*		4,200	$	370,566
Alphabet, Inc., Class C*		4,200		372,666
AT&T, Inc.		2,240		41,238
Comcast Corp., Class A		600		20,982
Meta Platforms, Inc., Class A*		400		48,136
Omnicom Group, Inc.#		600		48,942
Verizon Communications, Inc.		900		35,460
Walt Disney Co. (The)*		565		49,087
Warner Bros Discovery, Inc.*		541		5,129
				992,206
Consumer Discretionary - 6.51%
Amazon.com, Inc.*#		5,200		436,800
AutoZone, Inc.*		100		246,618
Dollar General Corp.		300		73,875
eBay, Inc.#		500		20,735
Ford Motor Co.		2,500		29,075
General Motors Co.		1,300		43,732
McDonald’s Corp.#		1,800		474,354
NIKE, Inc., Class B#		600		70,206
Penske Automotive Group, Inc.#		2,200		252,846
Ross Stores, Inc.		500		58,035
Starbucks Corp.#		400		39,680
Target Corp.		300		44,712
Tesla, Inc.*		600		73,908
Yum! Brands, Inc.		300		38,424
				1,903,000
Consumer Staples - 3.61%
Archer-Daniels-Midland Co.		400		37,140
Coca-Cola Co. (The)		1,700		108,137
Colgate-Palmolive Co.#		400		31,516
Constellation Brands, Inc., Class A#		500		115,875
Costco Wholesale Corp.#		400		182,600
General Mills, Inc.		500		41,925
J M Smucker Co. (The)		400		63,384
Kimberly-Clark Corp.#		600		81,450
Kroger Co. (The)#		800		35,664
Mondelez International, Inc., Class A#		700		46,655
PepsiCo, Inc.#		900		162,594
Procter & Gamble Co. (The)#		600		90,936

Industry Company	Shares		Value
Consumer Staples (continued)
Walmart, Inc.		400	$	56,716
				1,054,592
Energy - 3.25%
Chevron Corp.#		798		143,233
ConocoPhillips#		1,187		140,066
EOG Resources, Inc.#		500		64,760
Exxon Mobil Corp.#		900		99,270
Kinder Morgan, Inc.		800		14,464
Marathon Petroleum Corp.#		1,200		139,668
Occidental Petroleum
Corp.#		2,860		180,151
Phillips 66#		593		61,720
Pioneer Natural Resources Co.		100		22,839
Schlumberger, Ltd.		600		32,076
Valero Energy Corp.#		400		50,744
				948,991
Financials - 6.23%
American Express Co.		300		44,325
Aon PLC, Class A		200		60,028
Bank of America Corp.		3,000		99,360
Berkshire Hathaway, Inc., Class B*#		760		234,764
BlackRock, Inc.		100		70,863
Capital One Financial Corp.		200		18,592
Charles Schwab Corp. (The)#		800		66,608
.Chubb, Ltd.		461		101,697
Citigroup, Inc.#		4,510		203,987
Comerica, Inc.		300		20,055
Goldman Sachs Group, Inc. (The)		200		68,676
Huntington Bancshares, Inc.		3,200		45,120
JPMorgan Chase & Co.#		1,000		134,100
KeyCorp.		3,300		57,486
Marsh & McLennan Cos., Inc.		400		66,192
Morgan Stanley#		800		68,016
PNC Financial Services Group, Inc. (The)		500		78,970
Progressive Corp. (The)		420		54,478
S&P Global, Inc.		400		133,976
T Rowe Price Group, Inc.		200		21,812
Truist Financial Corp.		300		12,909
U.S. Bancorp#		1,900		82,859

bridgewayfunds.com 45

Managed Volatility Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)  

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Wells Fargo & Co.#		1,871	$	77,254
				1,822,127
Health Care - 9.62%
Abbott Laboratories#		700		76,853
AbbVie, Inc.#		1,859		300,433
Amgen, Inc.#		500		131,320
Baxter International, Inc.		300		15,291
Becton Dickinson and Co.		173		43,994
Biogen, Inc.*		200		55,384
Bristol-Myers Squibb Co.		1,079		77,634
Cigna Corp.		299		99,071
CVS Health Corp.		400		37,276
Danaher Corp.		200		53,084
DaVita, Inc.*		400		29,868
Elevance Health, Inc.		200		102,594
Embecta Corp.		34		860
Gilead Sciences, Inc.		400		34,340
Johnson & Johnson#		1,000		176,650
Medtronic PLC#		400		31,088
Merck & Co., Inc.#		1,700		188,615
Pfizer, Inc.#		1,700		87,108
Stryker Corp.		160		39,118
Thermo Fisher Scientific, Inc.#		500		275,345
UnitedHealth Group, Inc.#		1,800		954,324
				2,810,250
Industrials - 5.15%
3M Co.#		1,800		215,856
Carrier Global Corp.		540		22,275
Emerson Electric Co.		400		38,424
FedEx Corp.#		600		103,920
Hertz Global Holdings, Inc.*#		11,000		169,290
Honeywell International, Inc.		600		128,580
Ingersoll Rand, Inc.		16		836
Johnson Controls International PLC#		954		61,056
L3Harris Technologies, Inc.		200		41,642
Lockheed Martin Corp.		270		131,352
Northrop Grumman Corp.#		400		218,244
Otis Worldwide Corp.		270		21,144
Raytheon Technologies Corp.#		1,240		125,141
Trane Technologies PLC		200		33,618
Union Pacific Corp.		300		62,121

Industry Company	Shares		Value
Industrials (continued)
United Parcel Service, Inc., Class B		300	$	52,152
Waste Management, Inc.		500		78,440
				1,504,091
Information Technology - 15.24%
Accenture PLC, Class A		200		53,368
Adobe, Inc.*#		600		201,918
Analog Devices, Inc.		200		32,806
Apple, Inc.#		10,000		1,299,300
Applied Materials, Inc.#		1,100		107,118
Automatic Data Processing, Inc.		200		47,772
Broadcom, Inc.		210		117,417
Cisco Systems, Inc.#		2,000		95,280
Cognizant Technology Solutions Corp., Class A#		700		40,033
Datadog, Inc., Class A*#		3,000		220,500
Dell Technologies, Inc., Class C#		2,500		100,550
Five9, Inc.*#		100		6,786
GoDaddy, Inc., Class A*#		500		37,410
HP, Inc.		2,000		53,740
Intel Corp.#		1,400		37,002
International Business Machines Corp.		200		28,178
Intuit, Inc.		200		77,844
Juniper Networks, Inc.		600		19,176
Mastercard, Inc., Class A#		600		208,638
Micron Technology, Inc.#		2,100		104,958
Microsoft Corp.#		3,100		743,442
NVIDIA Corp.#		500		73,070
Oracle Corp.#		860		70,297
Palo Alto Networks, Inc.*#		900		125,586
PayPal Holdings, Inc.*#		800		56,976
QUALCOMM, Inc.#		1,800		197,892
Salesforce, Inc.*#		700		92,813
Texas Instruments, Inc.		470		77,653
Visa, Inc., Class A#		600		124,656
				4,452,179
Materials - 0.92%
Corteva, Inc.		33		1,939
Dow, Inc.		533		26,858
DuPont de Nemours, Inc.		400		27,452
Ecolab, Inc.		200		29,112
Freeport-McMoRan, Inc.		1,600		60,800
Linde PLC		300		97,854

46 Semi-Annual Report | December 31, 2022 (Unaudited)

Managed Volatility Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)  

Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Materials (continued)
Sherwin-Williams Co. (The)		100	$	23,733
				267,748
Real Estate - 0.95%
American Tower Corp.		300		63,558
Crown Castle, Inc.#		500		67,820
Equinix, Inc.		40		26,201
Prologis, Inc.		500		56,365
Public Storage		100		28,019
SBA Communications Corp.		50		14,016
Welltower, Inc.		200		13,110
Weyerhaeuser Co.		300		9,300
				278,389
Utilities - 1.30%
American Electric Power Co., Inc.		400		37,980
Dominion Energy, Inc.#		420		25,755
Duke Energy Corp.		383		39,445
NextEra Energy, Inc.#		2,500		209,000
Sempra Energy		330		50,998
Xcel Energy, Inc.		240		16,826
				380,004
TOTAL COMMON STOCKS - 56.17%				16,413,577
(Cost $9,648,316)

Due Date	Discount Rate or Coupon Rate(a)			Principal Amount		Value
U.S. GOVERNMENT OBLIGATIONS - 34.11%
U.S. Treasury Bills - 34.11%
01/05/2023		0.859	%	$	3,000,000		2,999,394
01/26/2023		3.452	%		2,000,000		1,995,042
02/09/2023		1.107	%		3,000,000		2,988,031
02/23/2023		3.151	%		1,000,000		993,982
03/23/2023		2.768	%		1,000,000		990,693
TOTAL U.S. GOVERNMENT OBLIGATIONS
- 34.11%							9,967,142
(Cost $9,964,076)

	Rate^			Shares		Value
MONEY MARKET FUND - 6.63%
Fidelity Investments Money Market Government Portfolio Class I		4.06	%		1,936,147	$	1,936,147
TOTAL MONEY MARKET FUND - 6.63%							1,936,147
(Cost $1,936,147)
TOTAL INVESTMENTS BEFORE
OPTIONS WRITTEN - 96.91%							28,316,866
(Cost $21,548,539)

	Value
WRITTEN OPTIONS - (2.69%)
TOTAL WRITTEN OPTIONS - (2.69%)	$	(786,343	)
(Premiums Received $(892,746))
TOTAL INVESTMENTS - 94.22%	$	27,530,523
(Cost $20,655,793)
Other Assets in Excess of Liabilities - 5.78%		1,688,841
NET ASSETS - 100.00%	$	29,219,364

* Non-income producing security.

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

(a) Rate represents the effective yield at purchase.

^ Rate disclosed as of December 31, 2022.

PLC - Public Limited Company

bridgewayfunds.com 47

Managed Volatility Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)  

Showing percentage of net assets as of December 31, 2022

Description	Number of Contracts		Notional Amount		Exercise Price		Expiration Date		Value
EXCHANGE TRADED PUT OPTIONS WRITTEN - (1.63%)
Alcoa Corp.		80	$	(3,760)	$	37.00		01/20/23	$	(3,760)
APA Corp.		55		(2,035)		40.00		01/20/23		(2,035)
APA Corp.		15		(555)		45.00		01/20/23		(2,295)
CF Industries Holdings, Inc.		30		(36,900)		97.50		01/20/23		(38,700)
Cheniere Energy, Inc.		33		(53,295)		160.00		03/17/23		(53,295)
Chesapeake Energy Corp.		30		(11,100)		95.00		01/20/23		(11,100)
Cleveland-Cliffs, Inc.		120		(4,920)		15.00		01/20/23		(4,920)
Cleveland-Cliffs, Inc.		86		(3,526)		13.00		01/20/23		(860)
Cloudflare, Inc.		58		(37,004)		50.00		01/20/23		(37,004)
Colgate-Palmolive Co.		25		196,975		75.00		01/20/23		(1,025)
ConocoPhillips		23		271,400		130.00		03/17/23		(37,260)
Devon Energy Corp.		42		(36,414)		70.00		01/20/23		(36,414)
Expedia Group, Inc.		31		(30,938)		95.00		01/20/23		(26,660)
Fastenal Co.		40		(4,400)		50.00		02/17/23		(15,200)
Fastenal Co.		10		(1,100)		45.00		02/17/23		(1,350)
Fortinet, Inc.		60		(27,600)		50.00		03/17/23		(27,600)
Johnson & Johnson		17		300,305		175.00		02/17/23		(6,205)
JPMorgan Chase & Co.		14		187,740		130.00		03/17/23		(7,140)
JPMorgan Chase & Co.		10		134,100		125.00		03/17/23		(3,530)
Marathon Petroleum Corp.		26		302,614		115.00		01/20/23		(8,580)
Medtronic PLC		5		(38,860)		85.00		02/17/23		(4,075)
New Fortress Energy, Inc.		35		(43,155)		50.00		03/17/23		(49,000)
Occidental Petroleum Corp.		44		277,156		65.00		02/17/23		(22,220)
PepsiCo, Inc.		16		289,056		180.00		01/20/23		(4,256)
Teck Resources, Ltd.		93		(3,441)		31.00		02/17/23		(4,371)
Trade Desk, Inc. (The), Class A		65		(38,545)		45.00		03/17/23		(38,545)
Valero Energy Corp.		23		291,778		130.00		03/17/23		(26,289)
WillScot Mobile Mini Holdings Corp.		20		(2,700)		45.00		01/20/23		(2,400)
Total Exchange Traded Put Options Written (Premiums Received $(525,506))									$	(476,089)

48 Semi-Annual Report | December 31, 2022 (Unaudited)

Managed Volatility Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)  

Showing percentage of net assets as of December 31, 2022

Description	Number of Contracts		Notional Amount		Exercise Price		Expiration Date		Value
EXCHANGE TRADED CALL OPTIONS WRITTEN - (1.06%)
3M Co.		13	$	155,896	$	115.00		01/20/23	$	(8,580)
Abbott Laboratories		3		32,937		100.00		02/17/23		(3,120)
AbbVie, Inc.		6		96,966		155.00		02/17/23		(5,298)
Adobe, Inc.		2		67,306		325.00		01/20/23		(3,440)
Amazon.com, Inc.		20		168,000		95.00		03/17/23		(6,500)
Amgen, Inc.		2		52,528		270.00		02/17/23		(1,116)
Apple, Inc.		36		467,748		135.00		03/17/23		(24,300)
Apple, Inc.		21		272,853		140.00		02/17/23		(6,783)
Applied Materials, Inc.		4		38,952		90.00		01/20/23		(3,580)
Berkshire Hathaway, Inc., Class B		2		61,780		320.00		03/17/23		(1,700)
Charles Schwab Corp. (The)		3		24,978		80.00		03/17/23		(2,010)
Chevron Corp.		3		53,847		180.00		01/20/23		(1,425)
Cisco Systems, Inc.		7		33,348		45.00		01/20/23		(1,617)
Citigroup, Inc.		37		167,351		45.00		03/17/23		(10,360)
Citigroup, Inc.		3		13,569		47.50		01/20/23		(192)
Cognizant Technology Solutions Corp., Class A		3		17,157		57.50		04/21/23		(1,170)
ConocoPhillips		5		59,000		130.00		02/17/23		(1,205)
Constellation Brands, Inc., Class A		2		46,350		235.00		04/21/23		(2,460)
Costco Wholesale Corp.		2		91,300		470.00		04/21/23		(4,448)
Crown Castle, Inc.		2		27,128		140.00		01/20/23		(290)
Datadog, Inc., Class A		30		220,500		75.00		03/17/23		(25,650)
Dell Technologies, Inc., Class C		25		100,550		35.00		01/20/23		(13,750)
Dominion Energy, Inc.		3		18,396		77.50		01/20/23		(135)
eBay, Inc.		2		8,294		42.50		03/17/23		(494)
EOG Resources, Inc.		2		25,904		135.00		02/17/23		(1,000)
Exxon Mobil Corp.		4		44,120		110.00		01/20/23		(1,300)
FedEx Corp.		3		51,960		165.00		01/20/23		(3,165)
Five9, Inc.		1		6,786		60.00		01/20/23		(930)
GoDaddy, Inc., Class A		5		37,410		70.00		02/17/23		(3,700)
Hertz Global Holdings, Inc.		110		169,290		17.50		03/17/23		(7,810)
Intel Corp.		7		18,501		30.00		01/20/23		(56)
Johnson Controls International PLC		4		(25,600)		60.00		01/20/23		(1,752)
JPMorgan Chase & Co.		4		53,640		125.00		01/20/23		(3,824)
Kimberly-Clark Corp.		3		40,725		140.00		04/21/23		(1,329)
Kroger Co. (The)		3		13,374		45.00		01/20/23		(273)
Marathon Petroleum Corp.		6		69,834		120.00		01/20/23		(1,446)
Mastercard, Inc., Class A		2		69,546		360.00		03/17/23		(3,020)
McDonald’s Corp.		13		342,589		270.00		03/17/23		(9,386)
Merck & Co., Inc.		6		66,570		100.00		01/20/23		(6,852)
Micron Technology, Inc.		7		34,986		55.00		03/17/23		(1,393)
Microsoft Corp.		9		215,838		245.00		03/17/23		(11,115)
Mondelez International, Inc., Class A		3		19,995		70.00		03/17/23		(369)
Morgan Stanley		3		25,506		87.50		03/17/23		(1,035)
NextEra Energy, Inc.		7		58,520		85.00		03/17/23		(2,450)
NIKE, Inc., Class B		3		35,103		90.00		01/20/23		(8,280)
Northrop Grumman Corp.		2		109,122		535.00		02/17/23		(6,160)
NVIDIA Corp.		2		29,228		140.00		01/20/23		(2,270)

bridgewayfunds.com 49

Managed Volatility Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)  

Showing percentage of net assets as of December 31, 2022

Description	Number of Contracts		Notional Amount		Exercise Price		Expiration Date		Value
Exchange Traded Call Options Written (continued)
Occidental Petroleum Corp.		25	$	157,475	$	65.00		03/17/23	$	(11,000)
Omnicom Group, Inc.		3		24,471		80.00		02/17/23		(1,440)
Oracle Corp.		4		32,696		75.00		01/20/23		(2,800)
Palo Alto Networks, Inc.		9		125,586		155.00		01/20/23		(495)
PayPal Holdings, Inc.		4		28,488		80.00		03/17/23		(1,400)
Penske Automotive Group, Inc.		22		252,846		100.00		02/17/23		(38,280)
PepsiCo, Inc.		3		54,198		180.00		01/20/23		(1,011)
Pfizer, Inc.		5		25,620		55.00		03/17/23		(480)
Phillips 66		2		20,816		105.00		02/17/23		(1,060)
Procter & Gamble Co. (The)		2		30,312		135.00		02/17/23		(3,530)
QUALCOMM, Inc.		6		65,964		115.00		03/17/23		(3,516)
Raytheon Technologies Corp.		4		40,368		95.00		02/17/23		(3,216)
Salesforce, Inc.		3		39,777		165.00		02/17/23		(132)
Starbucks Corp.		2		19,840		105.00		03/17/23		(660)
Thermo Fisher Scientific, Inc.		2		110,138		550.00		03/17/23		(6,220)
U.S. Bancorp		6		26,166		42.50		01/20/23		(1,110)
UnitedHealth Group, Inc.		10		530,180		540.00		03/17/23		(19,930)
UnitedHealth Group, Inc.		3		159,054		540.00		01/20/23		(2,490)
Visa, Inc., Class A		3		62,328		205.00		01/20/23		(1,890)
Wells Fargo & Co.		6		24,774		42.50		03/17/23		(1,056)
Total Exchange Traded Call Options Written (Premiums Received $(367,240))									$	(310,254)

50 Semi-Annual Report | December 31, 2022 (Unaudited)

Managed Volatility Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)  

Summary of inputs used to value the Fund’s investments as of 12/31/2022

(See Note 2 in Notes to Financial Statements):

			Assets Table
			Valuation Inputs
			Investment in Securities (Value)
			Level 2		Level 3
	Level 1		Significant		Significant
	Quoted		Observable		Unobservable
	Prices		Inputs		Inputs		Total
Common Stocks (a)		$16,413,577		$–		$–		$16,413,577
U.S. Government Obligations		–		9,967,142		–		9,967,142
Money Market Fund		1,936,147		–		–		1,936,147
TOTAL		$18,349,724		$9,967,142		$–		$28,316,866
			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		$(562,392)		$(223,951)		$–		$(786,343)
TOTAL		$(562,392)		$(223,951)		$–		$(786,343)

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

See Notes to Financial Statements.

bridgewayfunds.com 51

STATEMENTS OF ASSETS AND LIABILITIES  

December 31, 2022 (Unaudited)

	Aggressive			Ultra-Small
ASSETS	Investors 1			Company
Investments at value(c)	$	140,115,266		$	83,802,711
Receivables:
Deposit with brokers for options written		–			–
Portfolio securities sold		–			–
Fund shares sold		5,344			–
Dividends and interest		410,149			42,011
Deposits with brokers for future contracts		–			–
Prepaid expenses		17,713			11,253
Total assets		140,548,472			83,855,975
LIABILITIES
Payables:
Portfolio securities purchased		–			–
Fund shares redeemed		6,487			55,000
Due to custodian		–			22,221
Loan payable		–			–
Payable upon return of securities loaned		1,774,661			4,657,864
Accrued Liabilities:
Investment adviser fees		3,874			60,648
Administration fees		592			290
Directors’ fees		1,694			794
Other		100,647			65,171
Put options written at value		–			–
Call options written at value		–			–
Total liabilities		1,887,955			4,861,988
NET ASSETS	$	138,660,517		$	78,993,987
NET ASSETS REPRESENT
Paid-in capital	$	148,065,593		$	82,554,349
Distributable earnings		(9,405,076	)		(3,560,362	)
NET ASSETS	$	138,660,517		$	78,993,987
Shares of common stock outstanding of $.001 par value(a)		2,314,515			3,090,758
Net asset value, offering price and redemption price per share	$	59.91		$	25.56
Total investments at cost	$	142,275,738		$	86,564,614
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.

52 Semi-Annual Report | December 31, 2022 (Unaudited)

	Ultra-Small				Small-Cap			Managed
	Company Market				Value			Volatility
$		202,669,436		$		537,101,025	$		28,316,866
		–				–			195,304
		1,491,043				427,801			–
		40,206				796,561			100
		162,488				614,309			17,961
		–				–			1,523,595
		21,295				57,957			11,573
		204,384,468				538,997,653			30,065,399
		157,257				923,790			–
		112,419				146,818			–
		–				–			–
		1,025,000				–			–
		15,178,678				10,403,275			–
		58,868				293,117			5,813
		698				2,085			145
		3,440				104			214
		174,713				151,443			53,520
		–				–			476,089
		–				–			310,254
		16,711,073				11,920,632			846,035
$		187,673,395		$		527,077,021	$		29,219,364
$		215,608,316		$		525,823,536	$		21,913,083
		(27,934,921	)			1,253,485			7,306,281
$		187,673,395		$		527,077,021	$		29,219,364
		18,305,030				15,179,044			1,886,551
$		10.25	(b)	$		34.72	$		15.49
$		221,165,620		$		537,292,693	$		21,548,539
$		–		$		–	$		525,506
$		–		$		–	$		367,240

bridgewayfunds.com 53

STATEMENTS OF OPERATIONS  

Six Months Ended December 31, 2022 (Unaudited)

	Aggressive Investors 1				Ultra-Small Company
INVESTMENT INCOME
Dividends		$	1,337,492			$	361,763
Less: foreign taxes withheld			(37,310	)			(423	)
Interest			6,572				8,527
Securities lending			19,474				75,330
Total Investment Income			1,326,228				445,197
EXPENSES
Investment advisory fees - Base fees			650,908				365,723
Investment advisory fees - Performance adjustment			(637,078	)			–
Administration fees			3,393				1,906
Accounting fees			31,621				28,669
Transfer agent fees			53,836				26,851
Audit fees			6,022				5,475
Legal fees			10,905				6,118
Custody fees			2,950				7,843
Blue sky fees			14,031				6,657
Directors’ and officers’ fees			8,654				4,596
Shareholder servicing fees			40,790				13,245
Reports to shareholders			14,402				9,571
Insurance expenses			6,064				3,227
Miscellaneous expenses			9,573				10,490
Total Expenses			216,071				490,371
Less investment advisory fees waived and other expenses reimbursed			–				–
Net Expenses			216,071				490,371
NET INVESTMENT INCOME (LOSS)			1,110,157				(45,174	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments			(3,836,833	)			5,890,936
Foreign Currency Transactions			(2	)			–
Written options			–				–
Futures contracts			–				–
Net Realized Gain (Loss)			(3,836,835	)			5,890,936
Change in Unrealized Appreciation (Depreciation) on:
Investments			10,225,624				(3,139,152	)
Foreign Currency Transactions			(95	)			(1	)
Written options			–				–
Net Change in Unrealized Appreciation (Depreciation)			10,225,529				(3,139,153	)
Net Realized and Unrealized Gain (Loss) on Investments			6,388,694				2,751,783
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$	7,498,851			$	2,706,609

See Notes to Financial Statements.

54 Semi-Annual Report | December 31, 2022 (Unaudited)

Ultra-Small Company Market			Small-Cap Value			Managed Volatility
$	1,152,412		$	6,110,104		$	159,929
	(553	)		(9,696	)		–
	15,116			62,090			159,600
	512,160			47,676			–
	1,679,135			6,210,174			319,529
	482,555			1,480,843			89,068
	–			42,974			–
	4,528			11,592			698
	39,505			55,545			26,314
	67,779			82,110			18,432
	7,488			17,036			6,903
	14,632			36,485			2,209
	11,849			12,619			3,177
	22,012			47,178			12,615
	12,172			24,420			1,624
	90,544			194,033			10,578
	19,340			28,651			7,916
	9,220			15,163			1,119
	23,126			49,264			4,296
	804,750			2,097,913			184,949
	(80,918	)		–			(45,409	)
	723,832			2,097,913			139,540
	955,303			4,112,261			179,989
	(10,388,963	)		4,949,633			(387,667	)
	–			–			–
	–			–			537,765
	–			–			631,550
	(10,388,963	)		4,949,633			781,648
	3,187,295			17,845,255			418,129
	(39	)		–			–
	–			–			88,178
	3,187,256			17,845,255			506,307
	(7,201,707	)		22,794,888			1,287,955
$	(6,246,404	)	$	26,907,149		$	1,467,944

bridgewayfunds.com 55

STATEMENTS OF CHANGES IN NET ASSETS  

	Aggressive Investors 1						Ultra-Small Company
	Six Months Ended December 31, 2022			Year Ended June 30, 2022			Six Months Ended December 31, 2022			Year Ended June 30, 2022
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income (loss)	$	1,110,157		$	1,601,844		$	(45,174	)	$	469,417
Net realized gain (loss) on investments		(3,836,835	)		4,549,754			5,890,936			21,533,226
Net change in unrealized appreciation (depreciation) on investments		10,225,529			(48,935,428	)		(3,139,153	)		(44,067,784	)
Net increase (decrease) in net assets resulting from operations		7,498,851			(42,783,830	)		2,706,609			(22,065,141	)
DISTRIBUTIONS:
From net investment income and net realized gains		(2,003,138	)		(16,041,315	)		(12,493,631	)		(18,903,156	)
Net decrease in net assets from distributions		(2,003,138	)		(16,041,315	)		(12,493,631	)		(18,903,156	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		785,112			2,952,377			607,314			1,195,128
Proceeds from shares issued in connection with acquisition from Plan of Reorganization(a)		–			–			–			–
Reinvestment of distributions		1,909,352			15,459,881			11,514,136			17,262,121
Cost of shares redeemed		(5,039,508	)		(14,325,323	)		(1,827,953	)		(8,593,146	)
Redemption fees		–			–			–			–
Net increase (decrease) in net assets resulting from share transactions		(2,345,044	)		4,086,935			10,293,497			9,864,103
Net increase (decrease) in net assets		3,150,669			(54,738,210	)		506,475			(31,104,194	)
NET ASSETS:
Beginning of period		135,509,848			190,248,058			78,487,512			109,591,706
End of period	$	138,660,517		$	135,509,848		$	78,993,987		$	78,487,512
SHARES ISSUED & REDEEMED
Issued		13,090			37,715			21,345			34,955
Shares issued in reorganization		–			–			–			–
Distributions reinvested		31,286			200,674			455,825			526,927
Redeemed		(81,922	)		(189,203	)		(64,467	)		(242,903	)
Net increase (decrease)		(37,546	)		49,186			412,703			318,979
Outstanding at beginning of period		2,352,061			2,302,875			2,678,055			2,359,076
Outstanding at end of period		2,314,515			2,352,061			3,090,758			2,678,055

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

See Notes to Financial Statements.

56 Semi-Annual Report | December 31, 2022 (Unaudited)

Ultra-Small Company Market						Small-Cap Value
Six Months Ended December 31, 2022			Year Ended June 30, 2022			Six Months Ended December 31, 2022			Year Ended June 30, 2022
(Unaudited)						(Unaudited)
$	955,303		$	2,281,180		$	4,112,261		$	1,821,824
	(10,388,963	)		44,920,024			4,949,633			8,063,222
	3,187,256			(140,034,510	)		17,845,255			(56,619,680	)
	(6,246,404	)		(92,833,306	)		26,907,149			(46,734,634	)
	(3,941,983	)		(53,624,949	)		(4,893,779	)		(18,530,494	)
	(3,941,983	)		(53,624,949	)		(4,893,779	)		(18,530,494	)
	21,360,262			64,813,031			160,699,016			486,184,203
	–			–			–			31,498,261
	3,707,860			50,228,114			4,723,623			17,763,527
	(16,525,485	)		(166,278,783	)		(83,071,634	)		(338,154,556	)
	15,409			484,129			–			–
	8,558,046			(50,753,509	)		82,351,005			197,291,435
	(1,630,341	)		(197,211,764	)		104,364,375			132,026,307
	189,303,736			386,515,500			422,712,646			290,686,339
$	187,673,395		$	189,303,736		$	527,077,021		$	422,712,646
	2,019,650			4,188,288			4,557,540			13,083,837
	–			–			–			870,985
	368,208			3,734,432			135,736			486,768
	(1,554,683	)		(10,161,577	)		(2,406,984	)		(9,514,667	)
	833,175			(2,238,857	)		2,286,292			4,926,923
	17,471,855			19,710,712			12,892,752			7,965,829
	18,305,030			17,471,855			15,179,044			12,892,752

bridgewayfunds.com 57

STATEMENT OF CHANGES IN NET ASETS (continued)  

	Managed Volatility
	Six Months Ended December 31, 2022			Year Ended June 30, 2022
	(Unaudited)
OPERATIONS
Net investment income (loss)	$	179,989		$	(26,779	)
Net realized gain on investments		781,648			1,298,522
Net change in unrealized appreciation (depreciation) on investments		506,307			(3,608,449	)
Net increase (decrease) in net assets resulting from operations		1,467,944			(2,336,706	)
DISTRIBUTIONS:
From net investment income and net realized gains		(1,771,090	)		(330,370	)
Net decrease in net assets from distributions		(1,771,090	)		(330,370	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		1,139,641			3,754,159
Proceeds from shares issued in connection with acquisition from Plan of Reorganization		–			–
Reinvestment of distributions		1,663,038			311,148
Cost of shares redeemed		(1,919,222	)		(8,918,751	)
Net increase (decrease) in net assets resulting from share transactions		883,457			(4,853,444	)
Net increase (decrease) in net assets		580,311			(7,520,520	)
NET ASSETS:
Beginning of period		28,639,053			36,159,573
End of period	$	29,219,364		$	28,639,053
SHARES ISSUED & REDEEMED
Issued		70,406			219,063
Shares issued in reorganization		–			–
Distributions reinvested		107,086			18,122
Redeemed		(119,812	)		(518,753	)
Net increase (decrease)		57,680			(281,568	)
Outstanding at beginning of period		1,828,871			2,110,439
Outstanding at end of period		1,886,551			1,828,871

See Notes to Financial Statements.

58 Semi-Annual Report | December 31, 2022 (Unaudited)

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each period indicated)

AGGRESSIVE INVESTORS 1

	For the Six Months Ended 12/31/22 (Unaudited)	Year Ended June 30
		2022	2021	2020	2019	2018
Net Asset Value, Beginning of Period	$57.61	$82.61	$56.59	$62.01	$74.05	$66.37
Income from Investment Operations:
Net Investment Income(a)	0.48	0.69	0.86	0.61	0.98	0.23
Net Realized and Unrealized Gain (Loss)	2.69	(18.56)	25.88	(5.21)	(6.93)	7.45
Total from Investment Operations	3.17	(17.87)	26.74	(4.60)	(5.95)	7.68
Less Distributions to Shareholders from:
Net Investment Income	(0.87)	(0.83)	(0.72)	(0.82)	(1.21)	–
Net Realized Gain	–	(6.30)	–	–	(4.88)	–
Total Distributions	(0.87)	(7.13)	(0.72)	(0.82)	(6.09)	–
Net Asset Value, End of Period	$59.91	$57.61	$82.61	$56.59	$62.01	$74.05
Total Return	5.48%(b)	(23.81%)	47.48%	(7.53%)	(6.67%)	11.57%(c)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$138,661	$135,510	$190,248	$142,728	$181,367	$227,562
Expenses Before Waivers and Reimbursements	0.30%(d)(e)	0.39%(e)	0.34%(e)	0.28%(e)	0.35%(e)	0.96%
Expenses After Waivers and Reimbursements	0.30%(d)	0.39%	0.34%	0.28%	0.35%	0.96%
Net Investment Income After Waivers and Reimbursements	1.54%(d)	0.90%	1.22%	1.04%	1.52%	0.31%
Portfolio Turnover Rate	46%(b)	64%	88%	125%	102%	105%

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

(b) Not annualized.

(c) 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.

(d) Annualized for periods less than one year.

(e) For period ended December 31, 2022 and the years 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 59

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY

	For the Six Months Ended 12/31/22 (Unaudited)	Year Ended June 30
		2022	2021	2020	2019	2018
Net Asset Value, Beginning of Period	$29.31	$46.46	$22.06	$24.16	$32.13	$30.04
Income from Investment Operations:
Net Investment Income (Loss)(a)	(0.02)	0.19	0.16	(0.02)	0.28	(0.04)
Net Realized and Unrealized Gain (Loss)	0.97	(9.11)	24.24	(1.80)	(5.14)	2.73
Total from Investment Operations	0.95	(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	(4.71)	(7.99)	–	–	(3.10)	(0.19)
Total Distributions	(4.71)	(8.23)	–	(0.28)	(3.11)	(0.60)
Net Asset Value, End of Period	$25.56	$29.31	$46.46(b)	$22.06	$24.16	$32.13
Total Return	3.45%(c)	(21.04%)	110.61%	(7.63%)	(14.48%)	9.13%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$78,994	$78,488	$109,592	$57,511	$74,005	$96,754
Expenses Before Waivers and Reimbursements	1.21%(d)	1.15%	1.19%	1.32%	1.21%	1.18%
Expenses After Waivers and Reimbursements	1.21%(d)	1.15%	1.19%	1.32%	1.21%	1.18%
Net Investment Income (Loss) After
Waivers and Reimbursements	(0.11%)(d)	0.50%	0.48%	(0.09%)	1.00%	(0.14%)
Portfolio Turnover Rate	34%(c)	109%	82%	104%	93%	89%

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

(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) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

60 Semi-Annual Report | December 31, 2022 (Unaudited)

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY MARKET

	For the Six Months Ended 12/31/22 (Unaudited)	Year Ended June 30
		2022	2021	2020	2019	2018
Net Asset Value, Beginning of Period	$10.83	$19.61	$9.96	$11.34	$15.81	$14.93
Income from Investment Operations:
Net Investment Income(a)	0.05	0.13	0.13	0.13	0.11	0.08
Net Realized and Unrealized Gain (Loss)	(0.41)	(5.43)	9.98	(1.36)	(2.93)	2.76
Total from Investment Operations	(0.36)	(5.30)	10.11	(1.23)	(2.82)	2.84
Less Distributions to Shareholders from:
Net Investment Income	(0.11)	(0.12)	(0.14)	(0.15)	(0.08)	(0.02)
Net Realized Gain	(0.11)	(3.39)	(0.35)	–	(1.57)	(1.94)
Total Distributions	(0.22)	(3.51)	(0.49)	(0.15)	(1.65)	(1.96)
Paid-in Capital from Redemption Fees(a)	0.00(b)	0.03	0.03	0.00(b)	0.00(b)	0.00(b)
Net Asset Value, End of Period	$10.25	$10.83	$19.61	$9.96	$11.34	$15.81
Total Return	(3.32%)(c)(d)	(30.38%)(d)	103.83%	(10.99%)(d)	(16.98%)(d)	20.86%(d)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$187,673	$189,304	$386,516	$150,054	$236,371	$378,144
Expenses Before Waivers and Reimbursements	0.83%(e)	0.78%	0.75%	0.82%	0.77%	0.75%
Expenses After Waivers and Reimbursements	0.75%(e)	0.75%	0.75%	0.75%	0.75%	0.75%
Net Investment Income After Waivers and Reimbursements	0.99%(e)	0.85%	0.83%	1.27%	0.84%	0.52%
Portfolio Turnover Rate	30%(c)	47%	52%	51%	38%	35%

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

(b) Amount represents less than $0.005.

(c) Not annualized.

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

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com 61

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each period indicated)

SMALL-CAP VALUE

	For the Six Months Ended 12/31/22 (Unaudited)	Year Ended June 30
		2022	2021	2020	2019	2018
Net Asset Value, Beginning of Period	$32.79	$36.49	$16.52	$20.24	$29.60	$24.82
Income from Investment Operations:
Net Investment Income(a)	0.29	0.15	0.12	0.19	0.47	0.20
Net Realized and Unrealized Gain (Loss)	1.97	(2.12)	20.05	(3.40)	(5.72)	4.81
Total from Investment Operations	2.26	(1.97)	20.17	(3.21)	(5.25)	5.01
Less Distributions to Shareholders from:
Net Investment Income	(0.33)	(0.10)	(0.20)	(0.51)	(0.74)	(0.23)
Net Realized Gain	–	(1.63)	–	–	(3.37)	–
Total Distributions	(0.33)	(1.73)	(0.20)	(0.51)	(4.11)	(0.23)
Net Asset Value, End of Period	$34.72	$32.79	$36.49	$16.52	$20.24	$29.60
Total Return	6.90%(b)	(5.81%)	122.77%	(16.43%)(c)	(17.12%)(c)	20.32%(c)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$527,077	$422,713	$290,686	$30,051	$49,652	$69,317
Expenses Before Waivers and Reimbursements	0.85%(d)(e)	0.83%	0.91%	1.12%	1.00%	0.94%
Expenses After Waivers and Reimbursements	0.85%(d)(e)	0.83%	0.91%	0.94%	0.94%	0.94%
Net Investment Income After Waivers and Reimbursements	1.67%(d)	0.42%	0.40%	1.01%	1.97%	0.74%
Portfolio Turnover Rate	25%(b)	95%	91%	87%	84%	78%

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

(b) Not annualized.

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

(d) Annualized for periods less than one year.

(e) Includes interest expense of 0.01%.

See Notes to Financial Statements.

62 Semi-Annual Report | December 31, 2022 (Unaudited)

FINANCIAL HIGHLIGHTS  

(for a share outstanding throughout each period indicated)

MANAGED VOLATILITY

	For the Six Months Ended 12/31/22 (Unaudited)	Year Ended June 30
		2022	2021	2020	2019	2018
Net Asset Value, Beginning of Period	$15.66	$17.13	$15.56	$15.05	$15.75	$14.79
Income from Investment Operations:
Net Investment Income (Loss)(a)	0.10	(0.01)	(0.01)	0.12	0.16	0.10
Net Realized and Unrealized Gain (Loss)	0.71	(1.28)	2.35	0.55	0.06	0.95
Total from Investment Operations	0.81	(1.29)	2.34	0.67	0.22	1.05
Less Distributions to Shareholders from:
Net Investment Income	(0.05)	–	–	(0.16)	(0.31)	(0.09)
Net Realized Gain	(0.93)	(0.18)	(0.77)	–	(0.61)	–
Total Distributions	(0.98)	(0.18)	(0.77)	(0.16)	(0.92)	(0.09)
Net Asset Value, End of Period	$15.49	$15.66	$17.13	$15.56	$15.05	$15.75
Total Return(b)	5.15%(c)	(7.62%)	15.33%	4.45%	1.74%	7.11%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$29,219	$28,639	$36,160	$29,383	$30,657	$32,816
Expenses Before Waivers and Reimbursements	1.25%(d)	1.19%	1.21%	1.27%	1.24%	1.20%
Expenses After Waivers and Reimbursements	0.94%(d)	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income (Loss) After Waivers and Reimbursements	1.21%(d)	(0.08%)	(0.07%)	0.77%	1.06%	0.64%
Portfolio Turnover Rate	17%(c)	66%	41%	68%	69%	50%

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

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

(c) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

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NOTES TO FINANCIAL STATEMENTS  

December 31, 2022 (Unaudited)

1. Organization

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

Bridgeway is organized as a series fund, with seven investment funds as of December 31, 2022. The Aggressive Investors

1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Value, 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 December 31, 2022, 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 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 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.

64 Semi-Annual Report | December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

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. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the “valuation designee” to make all necessary determinations of fair value. 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 Adviser does 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 Adviser’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 Adviser uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Adviser 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 Adviser in the absence of market information. Assumptions used by the Adviser due to the lack of observable inputs may significantly impact the resulting value and therefore the results of the Funds’ operations.

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

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NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

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 period ended December 31, 2022 the Managed Volatility Fund did not have any securities lending transactions.

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

$1,774,661

$–

$1,774,661

$–

$1,774,661

$–

Ultra-Small Company

Securities lending

$4,657,864

–

$4,657,864

–

$4,657,864

–

Ultra-Small Company Market

Securities lending

$15,178,678

–

$15,178,678

–

$15,178,678

–

Small-Cap Value

Securities lending

$10,403,275

–

$10,403,275

–

$10,403,275

–

¹  Securities loaned with a value of $115,736 in Ultra-Small Company Market have been sold and are pending settlement on December 31, 2022.

66 Semi-Annual Report | December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

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%		02/15/23- 11/15/51		$3,900,737		$1,774,661		$5,675,398		$5,508,222
Ultra-Small Company
Securities lending		U.S.Gov’t Obligations		0.13%- 4.75%		02/28/23- 11/15/51		$2,880,406		$4,657,864		$7,538,270		$7,311,481
Ultra-Small Company Market
Securities lending		U.S.Gov’t Obligations		0.13%- 4.67%		02/15/23- 11/15/51		$1,118,390		$15,178,678		$16,297,068		$15,584,470
Small-Cap Value
Securities lending		U.S.Gov’t Obligations		0.13%- 4.75%		02/15/23- 11/15/51		$7,064,537		$10,403,275		$17,467,812		$16,990,281

It is each Fund’s policy to obtain additional collateral from, or return excess collateral to, the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of December 31, 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 each Fund seeks investments across a number of sectors, from time to time, based on economic conditions, each 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)  

December 31, 2022 (Unaudited)

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 period ended December 31, 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	–	$476,089	Put options written at value
Written Call Options	–	310,254	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	$537,765		Realized Gain (Loss) on Written Options
			Change in Unrealized Appreciation
		$88,178	(Depreciation) on Written Options
Futures Contracts	$631,550	–	Realized Gain (Loss) on Futures Contracts

The derivative instruments outstanding as of December 31, 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 period ended December 31, 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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NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

to the broker an amount of cash or US Government securities equal to the minimum “initial margin” requirements of the exchange on which the futures contract is traded. The contract amount reflects the extent of a Fund’s exposure in these financial instruments. A Fund’s participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of futures contracts and movements in the price of the securities hedged or used for cover. Pursuant to a contract, such Fund agrees to receive from, or pay to, the broker an amount of cash equal to the fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and are recorded by a Fund as unrealized appreciation or depreciation. When a contract is closed, a Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. With futures, there is minimal counter-party risk to the Funds, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. As of December 31, 2022, the Funds had no open futures contracts.

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

Outstanding written options as of December 31, 2022 for the Managed Volatility Fund are included in the Schedule of Investments.

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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NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

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%.

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

Expense limitations: The Adviser has agreed to reimburse the Funds for operating expenses and management fees above the expense limitations shown in the table below, which are shown as a ratio of net expenses to average net assets, for each

70 Semi-Annual Report | December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

Fund, for the period ended December 31, 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 Period Ended 12/31/22
Aggressive Investors 1		1.75	%		$–
Ultra-Small Company		1.85	%		–
Ultra-Small Company Market		0.75	%		80,918
Small-Cap Value		0.94	%		–
Managed Volatility		0.94	%		45,409

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 period ended December 31, 2022 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales
Ultra-Small Company	$	5,864,207	$	3,413,370
Ultra-Small Company Market		4,206,148		6,864,357
Small-Cap Value		10,215,031		2,728,346

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, Independent Directors are paid $14,000 per meeting for meeting fees. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

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

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

4. Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated 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.

bridgewayfunds.com 71

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the period ended December 31, 2022 were as follows:

	Purchases					Sales
Bridgeway Fund	U.S. Government	Other			U.S. Government		Other
Aggressive Investors 1	$–		$	64,764,372	$–			$68,295,166
Ultra-Small Company	–			27,357,171	–			29,260,765
Ultra-Small Company Market	–			62,600,429	–			56,167,116
Small-Cap Value	–			197,913,660	–			123,305,207
Managed Volatility	–			3,065,211	–			2,852,531

6. Federal Income Taxes

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

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/depreciation and the cost of investment securities for tax purposes, including short-term securities as of December 31, 2022, were as follows:

	Aggressive Investors 1	Ultra-Small Company	Ultra-Small Company Market
Gross appreciation (excess of value over tax cost)	$12,822,905	$15,643,182	$42,912,536
Gross depreciation (excess of tax cost over value)	(14,983,377)	(18,420,153)	(61,409,060)
Net unrealized (depreciation)	$(2,160,472)	$(2,776,971)	$(18,496,524)
Cost of investments for income tax purposes	$142,275,738	$86,579,682	$221,165,960
		Small-Cap Value	Managed Volatility
Gross appreciation (excess of value over tax cost)		$57,068,645	$7,349,769
Gross depreciation (excess of tax cost over value)		(57,702,930)	(544,734)
Net unrealized appreciation (depreciation)		$(634,285)	$6,805,035
Cost of investments for income tax purposes		$537,735,310	$20,725,488

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.

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		$–

72 Semi-Annual Report | December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

	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
					Managed Volatility
					Year Ended June 30, 2022		Year Ended June 30, 2021
Distributions paid from:
Ordinary Income						$146,278		$–
Long-Term Capital Gain						184,092		1,473,611
Total						$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)

	Small-Cap Value	Managed Volatility
Accumulated Net Investment Income	$–	$–
Capital Loss Carryovers	–	–
Accumulated Net Realized Gain on Investments	–	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)	6,260,130
Total	$(20,759,885)	$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 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.

bridgewayfunds.com 73

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

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	Managed Volatility
Paid-In Capital		$(8,217,491)	$(26,780)
Distributable Earnings		8,217,491	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 October 6, 2023. Advances under the Facility are limited to $15,000,000 in total for all Funds, and advances to each Fund shall not exceed certain limits set forth in the credit agreement, including, but not limited to, the maximum amount a Fund is permitted to borrow under the 1940 Act.

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

For the period ended December 31, 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		3.82%		$370,444		18		$708		$1,132,000
Ultra-Small Company Market		3.54%		507,259		27		1,346		1,991,000
Small-Cap Value		3.31%		2,759,643		28		7,101		5,823,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

On December 31, 2022, Ultra-Small Company Market Fund had loans outstanding in the amount of $1,025,000, exclusive of interest payable on the loans.

74 Semi-Annual Report | December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2022 (Unaudited)

8. Redemption Fees

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

9. Subsequent Events

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

bridgewayfunds.com 75

OTHER INFORMATION  

December 31, 2022 (Unaudited)

1. Proxy Voting

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to the portfolio securities and a summary of proxies voted by the Funds for the period ended December 31, 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.

2. Fund Holdings

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

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

76 Semi-Annual Report | December 31, 2022 (Unaudited)

DISCLOSURE OF FUND EXPENSES  

December 31, 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 July 1, 2022 and held until December 31, 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 7/1/22	Ending Account Value at 12/31/22	Expense Ratio	Expenses Paid During Period* 7/1/22 - 12/31/22
Bridgeway Aggressive Investors 1 Fund
Actual Fund Return	$1,000.00	$1,054.80	0.30%	$1.55
Hypothetical Fund Return	$1,000.00	$1,023.69	0.30%	$1.53
Bridgeway Ultra-Small Company Fund
Actual Fund Return	$1,000.00	$1,034.50	1.21%	$6.20
Hypothetical Fund Return	$1,000.00	$1,019.11	1.21%	$6.16
Bridgeway Ultra-Small Company Market Fund
Actual Fund Return	$1,000.00	$966.80	0.75%	$3.72
Hypothetical Fund Return	$1,000.00	$1,021.42	0.75%	$3.82
Bridgeway Small-Cap Value Fund
Actual Fund Return	$1,000.00	$1,069.00	0.85%	$4.43
Hypothetical Fund Return	$1,000.00	$1,020.92	0.85%	$4.33
Bridgeway Managed Volatility Fund
Actual Fund Return	$1,000.00	$1,051.50	0.94%	$4.86
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79

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

bridgewayfunds.com 77

BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 534435

Pittsburgh, PA 15253-4435

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.

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	18
Schedule of Investments	22
STATEMENTS OF ASSETS AND LIABILITIES	32
STATEMENTS OF OPERATIONS	33
STATEMENTS OF CHANGES IN NET ASSETS	34
FINANCIAL HIGHLIGHTS	35
Notes to Financial Statements	37
Other Information	45
Disclosure of Fund Expenses	46

December 31, 2022 (Unaudited)

Bridgeway Funds Standardized Returns (%) as of December 31, 2022 (Unaudited)

			Annualized
								Gross	Net
Fund1	Quarter	Six Months	1 Year	5 Years	10 Years	Inception to Date	Inception Date	Expense Ratio2	Expense Ratio2
Omni Small-Cap Value	11.56	6.74	-3.85	6.24	10.14	10.85	8/31/2011	0.66%1	0.60%1
Omni Tax-Managed Small-Cap Value	11.40	6.58	-5.01	5.56	9.72	8.93	12/31/2010	0.67%1	0.60%1

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

²  Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 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 Semi-Annual Report  |  December 31, 2022 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM
December 31, 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 to advisers and their clients who take a long-term perspective and whose investment goals fit our unique expertise: delivering investment solutions that are statistical and grounded in academic theory.

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

Sincerely,

Your Investment Management Team

John Montgomery	Christine L. Wang	Michael Whipple
Elena Khoziaeva

bridgewayfunds.com 1

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

December 31, 2022 (Unaudited)

Market Review

Performance across domestic equity markets was positive for the December 2022 quarter. Broad market returns for the quarter rose +7.18%, as represented by the Russell 3000 Index.

For the 12 months ended December 31, 2022, broad market stocks fell -19.21%, as represented by the Russell 3000 Index. Value stocks outperformed growth stocks among all size categories. Larger value stocks outperformed their smaller peers, while larger growth stocks lagged their smaller peers. Large-cap value stocks, as represented by the Russell 1000 Value Index, had the best 12-month performance, returning -7.54%. Large-cap growth stocks, as represented by the Russell 1000 Growth Index, had the year’s worst performance, returning -29.14%.

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 Calendar Year Ended December 31, 2022

	Quarter	Calendar Year
Best Performing	+12.42 % Russell 1000® Value Index	-7.54% Russell 1000® Value Index
	+12.18 % Russell 3000® Value Index	-7.98% Russell 3000® Value Index
	+10.45 % Russell Midcap® Value Index	-12.03% Russell Midcap® Value Index
	+8.42 % Russell 2000® Value Index	-14.48% Russell 2000® Value Index
	+6.90 % Russell Midcap® Growth Index	-26.36% Russell 2000® Growth Index
	+4.13 % Russell 2000® Growth Index	-26.72% Russell Midcap® Growth Index
	+2.31 % Russell 3000® Growth Index	-28.97% Russell 3000® Growth Index
Worst   Performing	+2.20 % Russell 1000® Growth Index	-29.14% Russell 1000® Growth Index

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

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 Semi-Annual Report  |  December 31, 2022 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)
December 31, 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)

December 31, 2022

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2022, our Fund returned +11.56%, outperforming our primary market benchmark, the Russell 2000 Value Index (+8.42%). It was a good quarter.

For the calendar year, our Fund returned -3.85%, outperforming the Russell 2000 Value Index (-14.48%).

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

Standardized Returns as of December 31, 2022

										Annualized
	Quarter		6 Months			1 Year			5 Years			10 Years			Since Inception (8/31/11)
Omni Small-Cap Value Fund		11.56%		6.74	%		-3.85	%		6.24	%		10.14	%		10.85	%
Russell 2000 Value Index		8.42%		3.42	%		-14.48	%		4.13	%		8.48	%		9.34	%

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 Semi-Annual Report  |  December 31, 2022 (Unaudited)

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

Growth of a $10,000 Investment

from Inception August 31, 2011 to December 31, 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 December 31, 2022, we held 580 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 improved relative returns during the quarter. However, the Fund’s tilt toward smaller stocks in the small-cap value universe detracted from relative results, as the benchmark’s larger stocks generally outperformed during the quarter.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to REITs benefited relative results, but the lack of exposure to the Utilities stocks dragged on relative performance as the Utilities sector outperformed the benchmark during the quarter.

Detailed Explanation of Calendar Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics boosted relative results during a period in which value stocks outperformed growth stocks. However, a tilt toward smaller stocks in the small-cap value universe detracted from relative results as smaller stocks underperformed their larger counterparts for the year.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) and Utilities stocks. Our lack of exposure to REITs boosted relative results, but the lack of exposure to Utilities stocks detracted from relative performance.

bridgewayfunds.com 5

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

Top Ten Holdings as of December 31, 2022

Rank	Description	Industry	% of Net Assets
1	PBF Energy, Inc., Class A	Energy	1.2%
2	Scorpio Tankers, Inc.	Energy	1.0%
3	Permian Resources Corp.	Energy	1.0%
4	CONSOL Energy, Inc.	Energy	0.8%
5	Golar LNG, Ltd.	Energy	0.8%
6	United Natural Foods, Inc.	Consumer Staples	0.8%
7	Atlas Air Worldwide Holdings, Inc.	Industrials	0.7%
8	Weis Markets, Inc.	Consumer Staples	0.7%
9	Frontline, Ltd.	Energy	0.7%
10	Navient Corp.	Financials	0.7%
	Total		8.4%

Industry Sector Representation as of December 31, 2022

	% of Net Assets	% of Russell 2000   Value Index	Difference
Communication Services	4.8%	2.9%		1.9%
Consumer Discretionary	12.0%	10.0%		2.0%
Consumer Staples	4.6%	2.7%		1.9%
Energy	14.3%	6.2%		8.1%
Financials	36.9%	28.8%		8.1%
Health Care	2.4%	10.5%		-8.1%
Industrials	13.3%	13.3%		0.0%
Information Technology	4.2%	5.5%		-1.3%
Materials	6.8%	4.1%		2.7%
Real Estate	0.7%	10.7%		-10.0%
Utilities	0.0%	5.3%		-5.3%
Cash & Other Assets	0.0%	0.0%		0.0%
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, December 31, 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 Semi-Annual Report  |  December 31, 2022 (Unaudited)

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 (Unaudited)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.99%
Communication Services - 4.85%
Advantage Solutions, Inc.*		1,500,000		$3,120,000
AMC Networks, Inc., Class A*		95,500		1,496,485
ATN International, Inc.		63,500		2,877,185
Beasley Broadcast Group, Inc., Class A*		163,600		150,545
comScore, Inc.*		228,300		264,828
Consolidated Communications Holdings, Inc.*		299,000		1,070,420
Cumulus Media, Inc.,
Class A*		120,200		746,442
DHI Group, Inc.*		18,600		98,394
EchoStar Corp., Class A*		317,500		5,295,900
Entravision Communications Corp., Class A		339,800		1,631,040
EW Scripps Co. (The), Class A*		356,166		4,697,829
Fluent, Inc.*		320,000		348,800
Gannett Co., Inc.*		625,900		1,270,577
Gray Television, Inc.		319,400		3,574,086
Liberty Latin America, Ltd., Class A*		100,000		753,000
Liberty Latin America, Ltd., Class C*+		550,000		4,180,000
Marcus Corp. (The)		143,000		2,057,770
Saga Communications, Inc., Class A		21,761		513,560
Salem Media Group, Inc.*		55,800		58,590
Scholastic Corp.		166,750		6,579,955
Sinclair Broadcast Group, Inc., Class A		319,300		4,952,343
SPAR Group, Inc.*		27,237		35,680
Spok Holdings, Inc.		4,100		33,579
Telephone and Data Systems, Inc.+		465,800		4,886,242
Thryv Holdings, Inc.*		148,000		2,812,000
Townsquare Media, Inc., Class A*		129,900		941,775
Urban One, Inc.*		151,800		570,768
				55,017,793
Consumer Discretionary - 12.01%
Aaron’s Co., Inc. (The)		105,000		1,254,750
Abercrombie & Fitch Co., Class A*		215,000		4,925,650
Adtalem Global Education, Inc.*		132,200		4,693,100
AMCON Distributing Co.		2,450		443,450

Industry Company	Shares		Value
Consumer Discretionary (continued)
American Axle & Manufacturing Holdings, Inc.*		357,500		$2,795,650
American Public Education, Inc.*		61,500		755,835
AMMO, Inc.*		61,200		105,876
Ark Restaurants Corp.		21,100		349,416
Bally’s Corp.*		150,000		2,907,000
Bassett Furniture Industries, Inc.		26,750		464,915
Beazer Homes USA, Inc.*		118,500		1,512,060
Big 5 Sporting Goods Corp.+		148,700		1,313,021
Big Lots, Inc.+		100,000		1,470,000
Biglari Holdings, Inc., Class B*		6,200		860,560
Bluegreen Vacations Holding Corp.		73,551		1,835,833
Carrols Restaurant Group, Inc.*		168,700		229,432
Cato Corp. (The), Class A		114,700		1,070,151
Century Casinos, Inc.*		67,400		473,822
Charles & Colvard, Ltd.*		42,700		34,800
China Automotive Systems, Inc.*		146,350		848,830
Chuy’s Holdings, Inc.*		23,000		650,900
Conn’s, Inc.*		63,900		439,632
Container Store Group, Inc. (The)*		226,150		974,706
Crown Crafts, Inc.		21,050		112,407
Delta Apparel, Inc.*		42,100		446,681
Dillard’s, Inc., Class A+		18,600		6,011,520
Dixie Group, Inc. (The)*		44,950		36,005
El Pollo Loco Holdings, Inc.		108,300		1,078,668
Ethan Allen Interiors, Inc.		75,500		1,994,710
Flanigan’s Enterprises, Inc.		14,000		362,320
Flexsteel Industries, Inc.		14,700		226,380
Fossil Group, Inc.*		137,000		590,470
Genesco, Inc.*		59,500		2,738,190
G-III Apparel Group, Ltd.*		102,800		1,409,388
Golden Entertainment, Inc.*		4,500		168,300
Good Times Restaurants, Inc.*		106,000		236,380
GoPro, Inc., Class A*		563,800		2,807,724
Haverty Furniture Cos., Inc.		82,400		2,463,760
Hibbett, Inc.		45,900		3,131,298
Hooker Furnishings Corp.		26,000		486,200
JAKKS Pacific, Inc.*		40,000		699,600
Lakeland Industries, Inc.*		33,450		444,885
Lands’ End, Inc.*+		116,000		880,440
Landsea Homes Corp.*		90,300		470,463

8 Semi-Annual Report  |  December 31, 2022 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
La-Z-Boy, Inc.		166,000	$	3,788,120
Lazydays Holdings, Inc.*+		44,000		525,360
Legacy Housing Corp.*		38,331		726,756
Lifetime Brands, Inc. Lincoln Educational		77,650		589,363
Services Corp.*		211,000		1,221,690
Live Ventures, Inc.*		13,750		430,375
M/I Homes, Inc.*		118,200		5,458,476
MarineMax, Inc.*		77,000		2,403,940
Modine Manufacturing Co.*		162,800		3,233,208
Motorcar Parts of America, Inc.*		7,100		84,206
Movado Group, Inc.		94,200		3,037,950
ODP Corp. (The)*		145,000		6,603,300
OneWater Marine, Inc., Class A*		11,100		317,460
Patrick Industries, Inc.		80,000		4,848,000
Perdoceo Education Corp.*		289,500		4,024,050
Rocky Brands, Inc.		26,400		623,568
Shoe Carnival, Inc.		99,500		2,379,045
Smith & Wesson Brands, Inc.+		130,000		1,128,400
Sonic Automotive, Inc., Class A		146,400		7,213,128
Sportsman’s Warehouse Holdings, Inc.*		60,800		572,128
Strategic Education, Inc.		86,100		6,743,352
Strattec Security Corp.*		18,800		386,340
Superior Group of Cos., Inc.		38,000		382,280
Tilly’s, Inc., Class A*+		164,100		1,485,105
TravelCenters of America, Inc.*		79,540		3,561,801
Tri Pointe Homes, Inc.*		266,000		4,944,940
Unifi, Inc.*		54,273		467,291
Universal Technical Institute, Inc.*		221,400		1,487,808
Vera Bradley, Inc.*		152,850		692,411
Vista Outdoor, Inc.*+		40,187		979,357
VOXX International Corp.*		82,100		687,998
Weyco Group, Inc.		31,500		666,540
Winnebago Industries, Inc.+		93,981		4,952,799
Zumiez, Inc.*		104,800		2,278,352
				136,130,075
Consumer Staples - 4.60%
Andersons, Inc. (The)		5,438		190,276
Coffee Holding Co., Inc.		23,000		46,920
Cyanotech Corp.*		400		440

Industry Company	Shares		Value
Consumer Staples (continued)
Edgewell Personal Care Co.		150,300	$	5,792,562
Fresh Del Monte Produce, Inc.		207,800		5,442,282
Ingles Markets, Inc., Class A		75,301		7,263,534
Lifevantage Corp.		90,000		334,800
Mannatech, Inc.		8,400		150,360
Natural Alternatives International, Inc.*		23,000		192,970
Natural Grocers by Vitamin Cottage, Inc.		36,100		329,954
Nature’s Sunshine Products, Inc.*		6,593		54,854
Oil-Dri Corp. of America		17,558		588,895
Seneca Foods Corp., Class A*		40,100		2,444,095
SpartanNash Co.		161,946		4,897,247
TreeHouse Foods, Inc.*		124,700		6,157,686
United Natural Foods, Inc.*		221,000		8,554,910
Village Super Market, Inc., Class A+		40,750		949,068
Vintage Wine Estates, Inc.*+		260,000		847,600
Weis Markets, Inc.		92,325		7,597,424
Whole Earth Brands, Inc.*+		68,000		276,760
				52,112,637
Energy - 14.26%
Adams Resources &
Energy, Inc.		20,500		797,860
Alto Ingredients, Inc.*+		300,000		864,000
Archrock, Inc.		532,346		4,780,467
Ardmore Shipping Corp.*		75,000		1,080,750
Berry Corp.		383,400		3,067,200
Bristow Group, Inc.*		141,299		3,833,442
CONSOL Energy, Inc.		137,900		8,963,500
CVR Energy, Inc.+		39,700		1,244,198
Delek US Holdings, Inc.		214,500		5,791,500
DHT Holdings, Inc.		647,322		5,748,219
Dorian LPG, Ltd.		211,300		4,004,135
Epsilon Energy, Ltd.		90,000		596,700
Forum Energy Technologies, Inc.*		9,000		265,500
Frontline, Ltd.+		621,100		7,540,154
Golar LNG, Ltd.*+		381,500		8,694,385
Gran Tierra Energy, Inc.*		2,099,800		2,078,802
Hallador Energy Co.*		255,000		2,547,450
Helix Energy Solutions Group, Inc.*		881,000		6,501,780
International Seaways, Inc.+		10,590		392,042

bridgewayfunds.com 9

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Laredo Petroleum, Inc.*+		72,500		$3,727,950
Nabors Industries, Ltd.*		32,200		4,986,814
NACCO Industries, Inc., Class A		22,445		852,910
National Energy Services Reunited Corp.*		298,700		2,072,978
Natural Gas Services Group, Inc.*		114,752		1,315,058
NCS Multistage Holdings, Inc.*		17,000		425,000
Newpark Resources, Inc.*		469,300		1,947,595
Oil States International, Inc.*		244,400		1,823,224
Overseas Shipholding Group, Inc., Class A*		593,300		1,714,637
PBF Energy, Inc., Class A		322,600		13,155,628
Permian Resources Corp.		1,172,500		11,021,500
PHX Minerals, Inc.		40,000		155,600
PrimeEnergy Resources Corp.*		41		3,562
ProPetro Holding Corp.*		520,000		5,392,400
Ranger Energy Services, Inc.*		38,400		422,784
REX American Resources Corp.*		10,900		347,274
Ring Energy, Inc.*+		949,500		2,335,770
SandRidge Energy, Inc.*		130,050		2,214,751
Scorpio Tankers, Inc.		213,467		11,478,121
SEACOR Marine Holdings, Inc.*		86,800		795,088
SFL Corp., Ltd.		711,000		6,555,420
Smart Sand, Inc.*		195,200		349,408
Talos Energy, Inc.*+		293,400		5,539,392
Teekay Corp.*		590,000		2,678,600
US Silica Holdings, Inc.*		355,000		4,437,500
VAALCO Energy, Inc.+		400,000		1,824,000
World Fuel Services Corp.		196,100		5,359,413
				161,724,461
Financials - 36.88%
1st Source Corp.		85,000		4,512,650
Acacia Research Corp.*+		196,000		825,160
ACNB Corp.		51,400		2,046,234
Affinity Bancshares, Inc.*		31,500		475,650
Alerus Financial Corp.		82,300		1,921,705
Amalgamated Financial Corp.		104,930		2,417,587
A-Mark Precious Metals, Inc.		15,558		540,329
Ambac Financial Group, Inc.*		130,000		2,267,200
Amerant Bancorp, Inc.		50,394		1,352,575

Industry Company	Shares		Value
Financials (continued)
American National Bankshares, Inc.		25,000		$923,250
AmeriServ Financial, Inc.		118,000		463,740
Ames National Corp.		1,008		23,799
Argo Group International Holdings, Ltd.		100,384		2,594,926
Associated Capital Group, Inc., Class A		22,571		947,756
Atlanticus Holdings Corp.*		1,610		42,182
Auburn National BanCorp, Inc.		12,000		278,100
Banc of California, Inc.		203,043		3,234,475
Banco Latinoamericano de Comercio Exterior SA, Class E		113,400		1,837,080
Bank of Marin Bancorp		8,147		267,873
Bank of NT Butterfield & Son, Ltd. (The)		46,500		1,386,165
Bank of Princeton (The)		34,480		1,093,706
Bank of the James Financial Group, Inc.		18,600		229,152
Bank7 Corp.		51,500		1,318,400
Bankwell Financial Group, Inc.		15,000		441,450
Banner Corp.		91,127		5,759,226
Bar Harbor Bankshares		50,966		1,632,951
BayCom Corp.+		913		17,329
BCB Bancorp, Inc.		70,400		1,266,496
Blue Ridge Bankshares, Inc.		59,500		743,155
Broadway Financial Corp.*		288,600		291,486
Brookline Bancorp, Inc.		250,000		3,537,500
Business First Bancshares, Inc.		65,000		1,439,100
Byline Bancorp, Inc.		120,800		2,774,776
C&F Financial Corp.		11,900		693,413
Camden National Corp.		65,600		2,734,864
Capital Bancorp, Inc.		76,950		1,811,403
Capital City Bank Group, Inc.		37,172		1,208,090
Capstar Financial Holdings, Inc.		51,813		915,018
Carter Bankshares, Inc.*		55,885		927,132
CB Financial Services, Inc.		26,400		565,752
Central Pacific Financial Corp.		76,000		1,541,280
Central Valley Community Bancorp		55,000		1,164,900
Chemung Financial Corp.		19,500		894,465
ChoiceOne Financial Services, Inc.		28,500		826,500

10 Semi-Annual Report  |  December 31, 2022 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Citizens Community Bancorp, Inc.		59,400	$	714,582
Citizens, Inc.*+		171,040		364,315
Civista Bancshares, Inc.		42,523		935,931
CNB Financial Corp.		64,300		1,529,697
Codorus Valley Bancorp, Inc.		56,622		1,347,604
Community Financial Corp. (The)		34,590		1,380,141
Community Trust Bancorp, Inc.		60,000		2,755,800
Community West Bancshares#		57,000		853,290
ConnectOne Bancorp, Inc.		113,446		2,746,528
Consumer Portfolio Services, Inc.*		146,650		1,297,853
Cowen, Inc., Class A		110,500		4,267,510
Crawford & Co., Class A+		60,000		333,600
Crawford & Co., Class B		23,100		122,661
CrossFirst Bankshares, Inc.*		164,100		2,036,481
Curo Group Holdings Corp.		60,600		215,130
Customers Bancorp, Inc.*		79,591		2,255,609
Dime Community Bancshares, Inc.		125,616		3,998,357
Donegal Group, Inc., Class A		123,000		1,746,600
Eagle Bancorp Montana, Inc.		41,000		662,560
Eagle Bancorp, Inc.		96,870		4,269,061
Elevate Credit, Inc.*		157,900		276,325
Emclaire Financial Corp.+		1,200		37,920
Employers Holdings, Inc.		27,600		1,190,388
Encore Capital Group, Inc.*		97,600		4,678,944
Enova International, Inc.*		90,407		3,468,917
Enterprise Bancorp, Inc.		39,375		1,389,938
Equity Bancshares, Inc., Class A		91,000		2,972,970
Esquire Financial Holdings, Inc.		4,500		194,670
ESSA Bancorp, Inc.		25,200		525,924
Evans Bancorp, Inc.		18,101		676,796
EZCORP, Inc., Class A*		416,200		3,392,030
Farmers National Banc Corp.		88,450		1,248,914
Federal Agricultural Mortgage Corp., Class C		26,600		2,998,086
Financial Institutions, Inc.		53,400		1,300,824
First Bancshares, Inc. (The)		79,400		2,541,594

Industry Company	Shares		Value
Financials (continued)
First Bank		61,800	$	850,368
First Busey Corp.		184,000		4,548,480
First Business Financial Services, Inc.		45,400		1,659,370
First Capital, Inc.		15,035		374,372
First Commonwealth Financial Corp.		273,800		3,824,986
First Community Corp.		35,000		766,150
First Financial Bancorp		200,000		4,846,000
First Financial Corp.		39,362		1,813,801
First Financial Northwest, Inc.		42,882		642,372
First Foundation, Inc.		124,000		1,776,920
First Guaranty Bancshares, Inc.		27,472		644,218
First Internet Bancorp		61,600		1,495,648
First Merchants Corp.		60,219		2,475,603
First Mid Bancshares, Inc.		51,500		1,652,120
First National Corp.		33,800		578,994
First Northwest Bancorp		30,287		465,208
First of Long Island Corp. (The)		90,000		1,620,000
First Savings Financial Group, Inc.		14,300		286,000
First United Corp.		29,176		573,308
First US Bancshares, Inc.		6,468		56,272
First Western Financial, Inc.*+		64,800		1,824,120
Flushing Financial Corp.		107,797		2,089,106
FNCB Bancorp, Inc.		135,700		1,114,097
Franklin Financial Services Corp.		30,700		1,108,270
FS Bancorp, Inc.		28,700		959,728
FVCBankcorp, Inc.*+		22,000		419,540
Genworth Financial, Inc., Class A*		1,300,000		6,877,000
Great Southern Bancorp, Inc.		10,000		594,900
Green Dot Corp., Class A*		145,000		2,293,900
Greenhill & Co., Inc.		22,000		225,500
Guild Holdings Co., Class A*		227,001		2,290,440
Hallmark Financial Services, Inc.*		90,000		52,578
Hanmi Financial Corp.		143,100		3,541,725
HarborOne Bancorp, Inc.		169,100		2,350,490
Hawthorn Bancshares, Inc.		27,312		594,582
Heartland Financial USA, Inc.		102,100		4,759,902
Hennessy Advisors, Inc.+		7,000		58,800
Heritage Commerce Corp.		12,900		167,700
Heritage Financial Corp.		50,000		1,532,000

bridgewayfunds.com 11

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
HMN Financial, Inc.		31,800	$	677,340
Home Bancorp, Inc.		30,494		1,220,675
Home Point Capital, Inc.		511,200		700,344
HomeStreet, Inc.		71,800		1,980,244
HomeTrust Bancshares, Inc.		44,100		1,065,897
Hope Bancorp, Inc.		385,800		4,942,098
Horace Mann Educators Corp.		96,200		3,594,994
Horizon Bancorp, Inc.		177,667		2,679,218
HV Bancorp, Inc.*		6,000		170,640
Independent Bank Corp.		88,100		2,107,352
Independent Bank Group, Inc.+		37,750		2,268,020
Investar Holding Corp.		43,000		925,790
Investors Title Co.		5,494		810,640
Kearny Financial Corp.+		218,962		2,222,464
Kingstone Cos., Inc.		45,300		61,155
Lakeland Bancorp, Inc.		190,654		3,357,417
Landmark Bancorp, Inc.		16,864		381,632
LCNB Corp.		58,600		1,054,800
LendingClub Corp.*		293,200		2,580,160
Limestone Bancorp, Inc.		36,150		882,783
Logan Ridge Finance Corp.*		12,600		284,508
Luther Burbank Corp.		258,197		2,868,569
Macatawa Bank Corp.		19,000		209,570
MainStreet Bancshares, Inc.		21,000		577,290
Malvern Bancorp, Inc.*		30,300		537,825
Mercantile Bank Corp.		47,300		1,583,604
Merchants Bancorp		152,611		3,711,500
Mercury General Corp.+		144,500		4,941,900
Meridian Corp.		17,500		530,075
Metrocity Bankshares, Inc.		9,291		200,964
Metropolitan Bank Holding Corp.*		29,700		1,742,499
Mid Penn Bancorp, Inc.		25,703		770,319
Middlefield Banc Corp.		34,000		931,600
Midland States Bancorp, Inc.		113,700		3,026,694
MidWestOne Financial Group, Inc.		59,260		1,881,505
MVB Financial Corp.		32,600		717,852
National Western Life Group, Inc., Class A		10,778		3,028,618
Navient Corp.		450,000		7,402,500
NI Holdings, Inc.*		50,000		663,500
Nicholas Financial, Inc.*		43,400		273,854
Nicolet Bankshares, Inc.*		21,170		1,689,154
NMI Holdings, Inc., Class A*		264,900		5,536,410

Industry Company	Shares		Value
Financials (continued)
Northeast Community
Bancorp, Inc.+		3,500	$	52,220
Northfield Bancorp, Inc.		55,000		865,150
Northrim BanCorp, Inc.		20,800		1,135,056
Northwest Bancshares, Inc.		363,200		5,077,536
Oak Valley Bancorp		40,000		906,000
OceanFirst Financial Corp.		219,223		4,658,489
Ocwen Financial Corp.*		42,501		1,299,681
OFG Bancorp		120,000		3,307,200
Ohio Valley Banc Corp.		15,700		414,794
Old Point Financial Corp.		1,000		26,960
Old Second Bancorp, Inc.		85,550		1,372,222
OP Bancorp		91,900		1,025,604
Oportun Financial Corp.*		54,500		300,295
Oppenheimer Holdings, Inc., Class A+		54,493		2,306,689
Origin Bancorp, Inc.		30,622		1,123,827
Orrstown Financial Services, Inc.		25,600		592,896
Parke Bancorp, Inc.		50,099		1,039,053
Pathfinder Bancorp, Inc.		3,000		57,420
Pathward Financial, Inc.		101,931		4,388,130
Patriot National Bancorp, Inc.*		18,500		196,100
PCB Bancorp		58,600		1,036,634
Peapack-Gladstone Financial Corp.		49,894		1,857,055
Penns Woods Bancorp, Inc.		15,034		400,205
Peoples Bancorp of North Carolina, Inc.		27,617		899,210
Peoples Bancorp, Inc.		112,897		3,189,340
Peoples Financial Services Corp.		22,900		1,187,136
Pioneer Bancorp, Inc.*		7,600		86,640
Piper Sandler Cos.		11,900		1,549,261
Plumas Bancorp		2,000		74,100
Premier Financial Corp.		120,300		3,244,491
Primis Financial Corp.		89,158		1,056,522
ProAssurance Corp.		150,700		2,632,729
PROG Holdings, Inc.*		130,000		2,195,700
Provident Bancorp, Inc.		54,600		397,488
Provident Financial Holdings, Inc.		38,000		523,260
Provident Financial Services, Inc.+		142,731		3,048,734
QCR Holdings, Inc.		61,000		3,028,040
RBB Bancorp		65,883		1,373,661
Red River Bancshares, Inc.		200		10,212
Regional Management Corp.		56,100		1,575,288

12 Semi-Annual Report  |  December 31, 2022 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Renasant Corp.		159,780	$	6,006,130
Republic Bancorp, Inc., Class A		49,362		2,019,893
Republic First Bancorp, Inc.*+		175,000		376,250
Rhinebeck Bancorp, Inc.*		15,000		136,650
Riverview Bancorp, Inc.		119,500		917,760
S&T Bancorp, Inc.		139,601		4,771,562
Safety Insurance Group, Inc.+		54,445		4,587,536
Salisbury Bancorp, Inc.		4,366		137,092
Sandy Spring Bancorp, Inc.		151,400		5,333,822
SB Financial Group, Inc.		35,490		594,812
Security National Financial Corp., Class A*		41,592		303,622
Shore Bancshares, Inc.		88,736		1,546,669
Sierra Bancorp		78,000		1,656,720
SiriusPoint, Ltd.*		606,300		3,577,170
SmartFinancial, Inc.		56,500		1,553,750
Sound Financial Bancorp, Inc.		10,000		404,800
South Plains Financial, Inc.		99,700		2,744,741
Southern First Bancshares, Inc.*		48,645		2,225,509
Southern Missouri Bancorp, Inc.		11,000		504,130
Stellar Bancorp, Inc.+		51,103		1,505,494
Sterling Bancorp, Inc.*		200,000		1,218,000
Stewart Information Services Corp.		73,221		3,128,733
StoneX Group, Inc.*		61,703		5,880,296
Summit Financial Group, Inc.		65,515		1,630,668
Summit State Bank		21,000		331,800
SWK Holdings Corp.*		58,405		1,030,264
Territorial Bancorp, Inc.		30,000		720,300
Timberland Bancorp, Inc.		47,900		1,634,827
Tiptree, Inc.		177,200		2,452,448
Trean Insurance Group, Inc.*		20,750		124,500
TriCo Bancshares		65,900		3,360,241
TrustCo Bank Corp. NY		36,680		1,378,801
Trustmark Corp.		140,500		4,904,855
Union Bankshares, Inc.		139		3,254
United Bancorp, Inc.		17,000		251,260
United Fire Group, Inc.		93,300		2,552,688
Unity Bancorp, Inc.		43,867		1,198,885
Universal Insurance Holdings, Inc.		110,117		1,166,139
Univest Financial Corp.		133,179		3,479,967

Industry Company	Shares		Value
Financials (continued)
US Global Investors, Inc., Class A		48,500	$	140,165
Velocity Financial, Inc.*		156,650		1,511,673
Veritex Holdings, Inc.		102,380		2,874,830
Virtus Investment Partners, Inc.		17,232		3,298,894
Walker & Dunlop, Inc.		23,675		1,858,014
Washington Federal, Inc.		140,000		4,697,000
Waterstone Financial, Inc.		47,000		810,280
Western New England Bancorp, Inc.		80,000		756,800
Westwood Holdings Group, Inc.		36,452		405,846
World Acceptance Corp.*+		20,100		1,325,394
				418,054,033
Health Care - 2.36%
American Shared Hospital Services*		8,500		24,905
Assertio Holdings, Inc.*+		250,000		1,075,000
Avanos Medical, Inc.*		158,417		4,286,764
Bioventus, Inc., Class A*		75,000		195,750
CareCloud, Inc.*		31,700		89,077
Co.-Diagnostics, Inc.*+		100,400		253,008
Emergent BioSolutions, Inc.*		157,000		1,854,170
FONAR Corp.*		16,500		276,375
Fulgent Genetics, Inc.*+		138,708		4,130,724
Innoviva, Inc.*+		173,690		2,301,393
iTeos Therapeutics, Inc.*		148,500		2,900,205
Multiplan Corp.*		1,695,200		1,949,480
Ovid therapeutics, Inc.*		221,100		411,246
Owens & Minor, Inc.		253,600		4,952,808
REGENXBIO, Inc.*		84,900		1,925,532
XBiotech, Inc.*		25,000		87,750
				26,714,187
Industrials - 13.34%
ACCO Brands Corp.		361,300		2,019,667
Air Transport Services Group, Inc.*		165,000		4,286,700
Allegiant Travel Co.*+		70,200		4,772,898
American Woodmark Corp.*		20,000		977,200
Apogee Enterprises, Inc.		19,400		862,524
ARC Document Solutions, Inc.		253,500		742,755
ArcBest Corp.		69,500		4,867,780
Art’s-Way Manufacturing Co., Inc.*		8,690		16,772

bridgewayfunds.com 13

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Atlas Air Worldwide Holdings, Inc.*		75,700		$      7,630,560
Avalon Holdings Corp., Class A*		16,900		46,473
AZZ, Inc.		15,000		603,000
BlueLinx Holdings, Inc.*		35,000		2,488,850
Boise Cascade Co.		106,000		7,279,020
BrightView Holdings, Inc.*		209,300		1,442,077
Caesarstone, Ltd.		107,100		611,541
CBAK Energy Technology, Inc.*		110,000		108,900
Civeo Corp.*		77,255		2,402,630
CompX International, Inc.		1,000		18,480
Concrete Pumping Holdings, Inc.*		313,000		1,831,050
Costamare, Inc.		530,300		4,921,184
Covenant Logistics Group, Inc.		85,400		2,952,278
Daseke, Inc.*		43,000		244,670
Deluxe Corp.		144,300		2,450,214
Eagle Bulk Shipping, Inc.		80,600		4,025,164
Eastern Co. (The)		19,601		377,907
Genco Shipping & Trading, Ltd.		230,900		3,546,624
Hawaiian Holdings, Inc.*		150,000		1,539,000
Heidrick & Struggles International, Inc.		67,500		1,887,975
Hurco Cos., Inc.		19,560		511,103
KAR Auction Services, Inc.*		275,000		3,588,750
Kelly Services, Inc., Class A		99,300		1,678,170
Limbach Holdings, Inc.*		3,000		31,230
LS Starrett Co. (The), Class A*		10,632		78,252
LSI Industries, Inc.		17,459		213,698
Manitowoc Co., Inc. (The)*		146,550		1,342,398
Matthews International Corp., Class A		84,000		2,556,960
Maxar Technologies, Inc.		83,000		4,294,420
Mayville Engineering Co., Inc.*		28,710		363,469
Mesa Air Group, Inc.*		45,400		69,462
Mistras Group, Inc.*		95,200		469,336
MRC Global, Inc.*		253,800		2,939,004
MYR Group, Inc.*		31,020		2,856,011
NL Industries, Inc.		57,594		392,215
NN, Inc.*		126,000		189,000
Northwest Pipe Co.*		50,000		1,685,000
NOW, Inc.*		301,566		3,829,888
Orion Group Holdings, Inc.*		100,472		239,123

Industry Company	Shares		Value
Industrials (continued)
PAM Transportation Services, Inc.*		115,220		$2,984,198
Pangaea Logistics
Solutions, Ltd.		296,300		1,525,945
Park-Ohio Holdings Corp.		43,315		529,742
Patriot Transportation Holding, Inc.*		7,500		53,325
Perma-Pipe International Holdings, Inc.*		14,000		132,300
Preformed Line Products Co.		16,375		1,363,874
Primoris Services Corp.		177,100		3,885,574
Proto Labs, Inc.*		15,000		382,950
Quad/Graphics, Inc.*		281,500		1,148,520
Quanex Building Products Corp.		91,700		2,171,456
REV Group, Inc.		250,000		3,155,000
Rush Enterprises, Inc., Class A		74,000		3,868,720
Rush Enterprises, Inc., Class B		56,410		3,174,191
Safe Bulkers, Inc.		542,100		1,577,511
Servotronics, Inc.*		1,500		15,840
SIFCO Industries, Inc.*		6,500		14,038
SkyWest, Inc.*+		157,500		2,600,325
Sterling Infrastructure, Inc.*		100,000		3,280,000
Textainer Group Holdings, Ltd.		216,900		6,726,069
Titan Machinery, Inc.*		129,800		5,156,954
TrueBlue, Inc.*		117,350		2,297,713
Tutor Perini Corp.*		185,000		1,396,750
Ultralife Corp.*		77,400		298,764
Universal Logistics Holdings, Inc.		22,100		739,024
US Xpress Enterprises, Inc., Class A*		195,000		352,950
V2X, Inc.*		35,000		1,445,150
Veritiv Corp.		53,500		6,511,485
Williams Industrial Services Group, Inc.*		55,000		56,106
Willis Lease Finance Corp.*		35,400		2,088,954
				151,214,810
Information Technology - 4.24%
Adeia, Inc.		481,800		4,567,464
Alpha & Omega Semiconductor, Ltd.*+		149,544		4,272,472
AXT, Inc.*		175,000		766,500
Bel Fuse, Inc., Class B		32,000		1,053,440
Benchmark Electronics, Inc.		124,000		3,309,560

14 Semi-Annual Report  |  December 31, 2022 (Unaudited)

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Information Technology (continued)
Computer Task Group, Inc.*		21,150	$	159,894
Comtech Telecommunications Corp.		91,200		1,107,168
Conduent, Inc.*		805,800		3,263,490
Daktronics, Inc.*		121,500		342,630
Ebix, Inc.		111,100		2,217,556
EMCORE Corp.*		98,700		94,999
Kimball Electronics, Inc.*		87,600		1,978,884
Magnachip Semiconductor Corp.*		155,000		1,455,450
NetScout Systems, Inc.*		202,400		6,580,024
NetSol Technologies, Inc.*		48,100		137,085
Network-1 Technologies, Inc.		159,000		349,800
Photronics, Inc.*		206,050		3,467,822
Richardson Electronics, Ltd.		30,000		639,900
Sanmina Corp.*		32,600		1,867,654
ScanSource, Inc.*		71,983		2,103,343
StarTek, Inc.*		232,000		870,000
Taitron Components, Inc., Class A		10,000		34,400
TESSCO Technologies, Inc.*		42,000		202,440
Trio-Tech International*		21,800		98,102
TTM Technologies, Inc.*		470,153		7,089,907
WidePoint Corp.*		30,000		54,603
				48,084,587
Materials - 6.79%
Advanced Emissions
Solutions, Inc.*		92,075		223,742
AdvanSix, Inc.		118,000		4,486,360
AgroFresh Solutions, Inc.*		148,300		438,968
American Vanguard Corp.		145,000		3,147,950
Ampco-Pittsburgh Corp.*		60,000		150,600
Ascent Industries Co.*+		39,525		342,682
Caledonia Mining Corp.
PLC		9,200		114,080
Carpenter Technology
Corp.		140,000		5,171,600
Century Aluminum Co.*		322,300		2,636,414
Clearwater Paper Corp.*		91,650		3,465,287
Core Molding
Technologies, Inc.*		30,000		389,700
FutureFuel Corp.		212,800		1,730,064
Glatfelter Corp.		140,400		390,312
Gold Resource Corp.		322,250		493,042
Intrepid Potash, Inc.*+		83,356		2,406,488

Industry Company	Shares		Value
Materials (continued)
Kaiser Aluminum Corp.		17,500	$	1,329,300
Koppers Holdings, Inc.		80,100		2,258,820
Kronos Worldwide, Inc.		208,600		1,960,840
Mercer International, Inc.+		371,150		4,320,186
Olympic Steel, Inc.		47,061		1,580,308
Pactiv Evergreen, Inc.		39,500		448,720
Ramaco Resources, Inc.+		91,400		803,406
Rayonier Advanced
Materials, Inc.*		359,500		3,451,200
Resolute Forest Products, Inc.*+		335,500		7,243,445
Ryerson Holding Corp.		177,800		5,380,228
Schnitzer Steel Industries, Inc., Class A		92,800		2,844,320
SunCoke Energy, Inc.		497,700		4,295,151
TimkenSteel Corp.*		289,000		5,251,130
Trinseo PLC+		134,500		3,054,495
Universal Stainless & Alloy
Products, Inc.*		12,500		89,625
Valhi, Inc.		90,364		1,988,008
Warrior Met Coal, Inc.		146,992		5,091,803
				76,978,274
Real Estate - 0.66%
AMREP Corp.*		52,000		600,600
Anywhere Real Estate, Inc.*		391,200		2,499,768
Forestar Group, Inc.*		159,800		2,462,518
Newmark Group, Inc., Class A		200,000		1,594,000
RE/MAX Holdings, Inc., Class A		20,000		372,800
				7,529,686
TOTAL COMMON STOCKS - 99.99%				1,133,560,543
(Cost $913,633,254)
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***		221		4,608
TOTAL PREFERRED STOCK - 0.00%				4,608
(Cost $4,597)
RIGHTS - 0.00%
Pineapple Holdings, Inc., CVR*Δ#+++		5,000		—
Pan American Silver Corp., CVR*		150,000		85,650
TOTAL RIGHTS - 0.00%				85,650
(Cost $34,500)

bridgewayfunds.com 15

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company			Shares		Value
WARRANTS - 0.02%
Nabors Industries, Ltd.,expiring 06/11/26*				7,920	$	260,568
TOTAL WARRANTS - 0.02%						260,568
(Cost $ – )
	Rate^		Shares		Value
MONEY MARKET FUND - 0.23%
Fidelity Investments Money Market Government Portfolio Class I		4.06%		2,563,966		2,563,966
TOTAL MONEY MARKET FUND - 0.23%						2,563,966
(Cost $2,563,966)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.34%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		4.36%		15,144,679		15,144,679
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.34%						15,144,679
(Cost $15,144,679)
TOTAL INVESTMENTS - 101.58%					$	1,151,620,014
(Cost $931,380,996)
Liabilities in Excess of Other Assets - (1.58%)						(17,961,581)
NET ASSETS - 100.00%					$	1,133,658,433

# Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $853,290, which is 0.08% 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 December 31, 2022.

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

^ Rate disclosed as of December 31, 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 December 31, 2022. Total loaned securities had a value of $53,834,563, which included loaned securities with a value of $57,192 that have been sold and are pending settlement as of December 31, 2022. The total market value of loaned securities excluding these pending sales is $53,777,371. See Note 2 for disclosure of cash and non-cash collateral.

+++No stated maturity date.

CVR - Contingent Value Right

PLC - Public Limited Company

16 Semi-Annual Report  |  December 31, 2022 (Unaudited)

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

Summary of inputs used to value the Fund’s investments as of 12/31/2022

(See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks
Real Estate		$6,929,086		$600,600		$–		$7,529,686
Other Industries (a)		1,126,030,857		–		–		1,126,030,857
Total Common Stocks		1,132,959,943		600,600		–		1,133,560,543
Preferred Stock		4,608		–		–		4,608
Rights		85,650		–		0		85,650
Warrants		260,568		–		–		260,568
Money Market Fund		2,563,966		–		–		2,563,966
Investments Purchased With Cash Proceeds From Securities Lending		15,144,679		–		–		15,144,679
TOTAL		$1,151,019,414		$600,600		$0		$1,151,620,014

(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 06/30/2022		$                0
Purchases		–
Sales		–
Return of Capital		–
Realized Gain/(Loss)		–
Change in unrealized Appreciation/(Depreciation)		–
Transfers in		–
Transfers out		–
Balance as of 12/31/2022		$                0
Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2022		$                –

See Notes to Financial Statements.

bridgewayfunds.com 17

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

December 31, 2022

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

For the quarter ended December 31, 2022, our Fund returned +11.40%, outperforming our primary market benchmark, the Russell 2000 Value Index (+8.42%). It was a good quarter.

For the calendar year, our Fund returned -5.01%, outperforming the Russell 2000 Value Index (-14.48%).

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

Standardized Returns as of December 31, 2022

			Annualized
						Since  Inception
	Quarter	6 Months	1 Year	5 Years	10 Years	(12/31/10)
Omni Tax-Managed Small-Cap Value Fund	11.40%	6.58%	-5.01%	5.56%	9.72%	8.93%
Russell 2000 Value Index	8.42%	3.42%	-14.48%	4.13%	8.48%	7.99%

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.

18 Semi-Annual Report  |  December 31, 2022 (Unaudited)

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

Growth of a $10,000 Investment

from Inception December 31, 2010 to December 31, 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 December 31, 2022, we held 587 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 relative results benefited from its tilt toward deeper value stocks across multiple valuation metrics. However, the Fund’s tilt toward smaller stocks in the small-cap value universe detracted from relative returns, as the benchmark’s smallest 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 boosted relative results while the lack of exposure to Utilities stocks detracted from relative returns during the quarter.

Detailed Explanation of Calendar Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics added to relative returns during a period in which value stocks outperformed growth stocks. However, the Fund’s tilt toward smaller stocks in the small-cap value universe dragged on relative results, as smaller stocks underperformed their larger counterparts.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) and Utilities stocks. The lack of exposure to REITs boosted relative results, while the Fund’s lack of exposure to Utilities stocks detracted from relative returns.

bridgewayfunds.com 19

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

Top Ten Holdings as of December 31, 2022

Rank	Description	Industry	% of Net Assets
1	PBF Energy, Inc., Class A	Energy	1.1%
2	Permian Resources Corp.	Energy	0.9%
3	Scorpio Tankers, Inc.	Energy	0.9%
4	CONSOL Energy, Inc.	Energy	0.8%
5	Golar LNG, Ltd.	Energy	0.7%
6	Frontline, Ltd.	Energy	0.7%
7	Weis Markets, Inc.	Consumer Staples	0.7%
8	Boise Cascade Co.	Industrials	0.7%
9	Ingles Markets, Inc., Class A	Consumer Staples	0.7%
10	Resolute Forest Products, Inc.	Materials	0.6%
	Total		7.8%

Industry Sector Representation as of December 31, 2022

	% of Net Assets			% of Russell 2000                  Value Index			Difference
Communication Services		4.9	%		2.9	%		2.0	%
Consumer Discretionary		11.6	%		10.0	%		1.6	%
Consumer Staples		4.5	%		2.7	%		1.8	%
Energy		13.6	%		6.2	%		7.4	%
Financials		37.0	%		28.8	%		8.2	%
Health Care		2.6	%		10.5	%		-7.9	%
Industrials		13.2	%		13.3	%		-0.1	%
Information Technology		4.3	%		5.5	%		-1.2	%
Materials		6.6	%		4.1	%		2.5	%
Real Estate		0.9	%		10.7	%		-9.8	%
Utilities		0.0	%		5.3	%		-5.3	%
Cash & Other Assets		0.8	%		0.0	%		0.8	%
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, December 31, 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.

20 Semi-Annual Report  |  December 31, 2022 (Unaudited)

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

bridgewayfunds.com 21

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
COMMON STOCKS - 99.21%
Communication Services - 4.93%
Advantage Solutions, Inc.*		900,000		$      1,872,000
AMC Networks, Inc., Class A*		104,500		1,637,515
ATN International, Inc.		49,500		2,242,845
Beasley Broadcast Group, Inc., Class A*		65,000		59,813
comScore, Inc.*		329,900		382,684
Consolidated Communications Holdings, Inc.*		324,800		1,162,784
Cumulus Media, Inc., Class A*		35,100		217,971
DHI Group, Inc.*		3,500		18,515
EchoStar Corp., Class A*		245,300		4,091,604
Entravision Communications Corp., Class A		262,300		1,259,040
EW Scripps Co. (The), Class A*+		219,300		2,892,567
Gannett Co., Inc.*		415,000		842,450
Gray Television, Inc.		218,000		2,439,420
Liberty Latin America, Ltd., Class A*		100,000		753,000
Liberty Latin America, Ltd., Class C*+		417,500		3,173,000
Marcus Corp. (The)		111,600		1,605,924
Saga Communications, Inc., Class A		15,100		356,360
Salem Media Group, Inc.*		31,200		32,760
Scholastic Corp.		121,100		4,778,606
Sinclair Broadcast Group, Inc., Class A		218,300		3,385,833
SPAR Group, Inc.*		44,000		57,640
Telephone and Data Systems, Inc.+		329,200		3,453,308
Thryv Holdings, Inc.*		100,000		1,900,000
Townsquare Media, Inc., Class A*		40,700		295,075
TrueCar, Inc.*		41,356		103,803
Urban One, Inc.*		105,000		394,800
				39,409,317
Consumer Discretionary - 11.59%
Aaron’s Co., Inc. (The)		120,000		1,434,000
Abercrombie & Fitch Co., Class A*		120,600		2,762,946
Adtalem Global Education, Inc.*		78,000		2,769,000
AMCON Distributing Co.+		1,950		352,950
American Axle & Manufacturing Holdings, Inc.*		336,450		2,631,039

Industry Company	Shares		Value
Consumer Discretionary (continued)
American Outdoor Brands, Inc.*		16,000		$      160,320
American Public Education, Inc.*		43,500		534,615
AMMO, Inc.*+		89,200		154,316
Ark Restaurants Corp.		1,500		24,840
Bally’s Corp.*+		110,000		2,131,800
Bassett Furniture Industries, Inc.		17,909		311,258
Beazer Homes USA, Inc.*		56,500		720,940
Big 5 Sporting Goods Corp.+		110,000		971,300
Big Lots, Inc.+		34,000		499,800
Biglari Holdings, Inc., Class B*		6,700		929,960
Bluegreen Vacations Holding Corp.		50,328		1,256,187
Carrols Restaurant Group, Inc.*		105,000		142,800
Cato Corp. (The), Class A		68,000		634,440
Century Casinos, Inc.*		52,700		370,481
China Automotive Systems, Inc.*		35,650		206,770
Conn’s, Inc.*		46,600		320,608
Container Store Group, Inc. (The)*		160,050		689,815
Crown Crafts, Inc.		30,050		160,467
Delta Apparel, Inc.*		28,000		297,080
Dillard’s, Inc., Class A		12,800		4,136,960
Dixie Group, Inc. (The)*		33,550		26,874
El Pollo Loco Holdings, Inc.		65,400		651,384
Ethan Allen Interiors, Inc.		43,600		1,151,912
Ever-Glory International Group, Inc.*		12,700		2,543
Express, Inc.*		50,000		51,000
Flanigan’s Enterprises, Inc.		10,000		258,800
Flexsteel Industries, Inc.		15,600		240,240
Fossil Group, Inc.*		71,800		309,458
Genesco, Inc.*		49,100		2,259,582
G-III Apparel Group, Ltd.*		32,000		438,720
Golden Entertainment, Inc.*		37,000		1,383,800
Good Times Restaurants, Inc.*		26,600		59,318
GoPro, Inc., Class A*		374,500		1,865,010
Haverty Furniture Cos., Inc.		56,659		1,694,104
Hibbett, Inc.		31,500		2,148,930
Hooker Furnishings Corp.		15,900		297,330
JAKKS Pacific, Inc.*		38,000		664,620
Kandi Technologies Group, Inc.*		40,000		92,000
Lakeland Industries, Inc.*		19,250		256,025

22 Semi-Annual Report  |  December 31, 2022 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Lands’ End, Inc.*		56,600		$      429,594
Landsea Homes Corp.*		68,500		356,885
La-Z-Boy, Inc.		120,000		2,738,400
Lazydays Holdings, Inc.*+		54,708		653,214
Legacy Housing Corp.*		24,769		469,620
Lifetime Brands, Inc.		57,449		436,038
Lincoln Educational Services Corp.*		144,000		833,760
Live Ventures, Inc.*+		11,150		348,995
M/I Homes, Inc.*		76,300		3,523,534
MarineMax, Inc.*		44,900		1,401,778
Modine Manufacturing Co.*		101,900		2,023,734
Movado Group, Inc.		67,900		2,189,775
ODP Corp. (The)*		102,390		4,662,841
OneWater Marine, Inc., Class A*		25,575		731,445
Patrick Industries, Inc.		50,000		3,030,000
Perdoceo Education Corp.*		223,700		3,109,430
RumbleON, Inc., Class B*+		46,000		297,620
Shoe Carnival, Inc.		69,200		1,654,572
Smith & Wesson Brands, Inc.		90,000		781,200
Sonic Automotive, Inc., Class A		82,000		4,040,140
Sportsman’s Warehouse Holdings, Inc.*		86,900		817,729
Strategic Education, Inc.		59,000		4,620,880
Strattec Security Corp.*		17,300		355,515
Superior Group of Cos., Inc.		13,100		131,786
Tilly’s, Inc., Class A*+		111,900		1,012,695
TravelCenters of America, Inc.*		58,930		2,638,885
Tri Pointe Homes, Inc.*		160,000		2,974,400
Unifi, Inc.*		25,000		215,250
Universal Technical Institute, Inc.*		148,600		998,592
Vera Bradley, Inc.*		80,000		362,400
Vince Holding Corp.*+		15,000		117,450
Vista Outdoor, Inc.*+		32,813		799,653
VOXX International Corp.*		52,164		437,134
Weyco Group, Inc.		22,500		476,100
Winnebago Industries, Inc.+		68,500		3,609,950
Xcel Brands, Inc.*		20,000		14,000
Zumiez, Inc.*		37,800		821,772
				92,573,108
Consumer Staples - 4.46%
Alico, Inc.+		10,961		261,639

Industry Company	Shares		Value
Consumer Staples (continued)
Coffee Holding Co., Inc.		10,000		$      20,400
Edgewell Personal Care Co.		100,000		3,854,000
Fresh Del Monte Produce, Inc.		144,000		3,771,360
Ingles Markets, Inc., Class A		53,750		5,184,725
Lifevantage Corp.		60,000		223,200
Mannatech, Inc.		4,500		80,550
Natural Alternatives International, Inc.*		16,800		140,952
Natural Grocers by Vitamin Cottage, Inc.		52,100		476,194
Nature’s Sunshine Products, Inc.*		4,500		37,440
Oil-Dri Corp. of America		11,242		377,057
Seneca Foods Corp., Class A*		25,450		1,551,177
SpartanNash Co.		117,782		3,561,728
TreeHouse Foods, Inc.*+		90,000		4,444,200
United Natural Foods, Inc.*		117,000		4,529,070
Village Super Market, Inc., Class A		39,659		923,658
Vintage Wine Estates, Inc.*+		142,720		465,267
Weis Markets, Inc.		66,600		5,480,514
Whole Earth Brands, Inc.*+		64,500		262,515
				35,645,646
Energy - 13.55%
Adams Resources & Energy, Inc.		12,900		502,068
Alto Ingredients, Inc.*+		200,800		578,304
Archrock, Inc.		297,700		2,673,346
Ardmore Shipping Corp.*		107,011		1,542,029
Battalion Oil Corp.*		993		9,642
Berry Corp.		268,842		2,150,736
Bristow Group, Inc.*		78,900		2,140,557
CONSOL Energy, Inc.		100,200		6,513,000
Delek US Holdings, Inc.		150,500		4,063,500
DHT Holdings, Inc.		482,900		4,288,152
Dorian LPG, Ltd.		148,029		2,805,150
Epsilon Energy, Ltd.		60,000		397,800
Forum Energy Technologies, Inc.*		7,000		206,500
Frontline, Ltd.+		465,000		5,645,100
Golar LNG, Ltd.*+		248,390		5,660,808
Gran Tierra Energy, Inc.*		1,275,000		1,262,250
Hallador Energy Co.*+		153,900		1,537,461
Helix Energy Solutions Group, Inc.*		145,000		1,070,100

bridgewayfunds.com 23

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
International Seaways, Inc.+		33,493		$      1,239,911
Laredo Petroleum, Inc.*+		52,500		2,699,550
Nabors Industries, Ltd.*		24,000		3,716,880
NACCO Industries, Inc., Class A		21,450		815,100
National Energy Services Reunited Corp.*		225,200		1,562,888
Natural Gas Services Group, Inc.*		61,800		708,228
NCS Multistage Holdings, Inc.*		6,500		162,500
Newpark Resources, Inc.*		265,000		1,099,750
Oil States International, Inc.*		146,000		1,089,160
Overseas Shipholding
Group, Inc., Class A*		290,916		840,747
PBF Energy, Inc., Class A		212,400		8,661,672
PEDEVCO Corp.*		16,800		18,480
Permian Resources Corp.		782,600		7,356,440
PHX Minerals, Inc.		24,350		94,721
PrimeEnergy Resources Corp.*		1,500		130,305
ProPetro Holding Corp.*		357,310		3,705,305
Ranger Energy Services, Inc.*		13,500		148,635
REX American Resources Corp.*		35,202		1,121,536
Riley Exploration Permian, Inc.+		20,700		609,201
Ring Energy, Inc.*+		596,000		1,466,160
SandRidge Energy, Inc.*		103,000		1,754,090
Scorpio Tankers, Inc.		136,690		7,349,821
SEACOR Marine Holdings, Inc.*		77,100		706,236
SFL Corp., Ltd.		485,812		4,479,187
Smart Sand, Inc.*		155,400		278,166
Talos Energy, Inc.*+		207,100		3,910,048
Teekay Corp.*		470,000		2,133,800
US Silica Holdings, Inc.*		249,500		3,118,750
VAALCO Energy, Inc.		212,500		969,000
World Fuel Services Corp.		118,156		3,229,203
				108,221,973
Financials - 36.95%
1st Source Corp.		58,800		3,121,692
Acacia Research Corp.*		104,500		439,945
ACNB Corp.		32,900		1,309,749
Alerus Financial Corp.		36,373		849,310
Amalgamated Financial Corp.		55,000		1,267,200

Industry Company	Shares		Value
Financials (continued)
A-Mark Precious Metals, Inc.		38,000		$      1,319,740
Ambac Financial Group, Inc.*		95,000		1,656,800
Amerant Bancorp, Inc.		42,850		1,150,094
American National Bankshares, Inc.		31,000		1,144,830
AmeriServ Financial, Inc.		66,000		259,380
Ames National Corp.		8,000		188,880
Argo Group International Holdings, Ltd.		62,694		1,620,640
Associated Capital Group, Inc., Class A		33,827		1,420,396
Atlantic American Corp.		1,204		2,781
Atlanticus Holdings Corp.*		12,142		318,120
Auburn National BanCorp, Inc.		7,374		170,892
Banc of California, Inc.		139,150		2,216,660
Banco Latinoamericano de Comercio Exterior SA, Class E		59,688		966,946
Bank of Marin Bancorp		8,100		266,328
Bank of NT Butterfield & Son, Ltd. (The)		17,400		518,694
Bank of Princeton (The)		22,500		713,700
Bank of the James Financial Group, Inc.		14,000		172,480
Bank7 Corp.		23,100		591,360
Bankwell Financial Group, Inc.		14,000		412,020
Banner Corp.		62,000		3,918,400
Bar Harbor Bankshares		30,541		978,534
BayCom Corp.+		15,300		290,394
BCB Bancorp, Inc.		50,900		915,691
Blue Ridge Bankshares, Inc.		42,296		528,277
Broadway Financial Corp.*		119,223		120,415
Brookline Bancorp, Inc.		178,500		2,525,775
Business First Bancshares, Inc.		35,000		774,900
Byline Bancorp, Inc.		81,200		1,865,164
C&F Financial Corp.		7,800		454,506
Camden National Corp.		45,700		1,905,233
Capital Bancorp, Inc.		64,650		1,521,861
Capital City Bank Group, Inc.		27,500		893,750
Capstar Financial Holdings, Inc.		35,000		618,100
Carter Bankshares, Inc.*		61,755		1,024,515
CB Financial Services, Inc.		23,700		507,891
Central Pacific Financial Corp.		60,000		1,216,800

24 Semi-Annual Report  |  December 31, 2022 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Central Valley Community Bancorp		26,900		$      569,742
CF Bankshares, Inc.		1,000		21,180
Chemung Financial Corp.		11,593		531,771
ChoiceOne Financial Services, Inc.		7,000		203,000
Citizens Community Bancorp, Inc.		47,500		571,425
Citizens Holding Co.		3,400		46,580
Citizens, Inc.*+		79,500		169,335
Civista Bancshares, Inc.		34,821		766,410
CNB Financial Corp.		48,000		1,141,920
Codorus Valley Bancorp, Inc.		37,971		903,710
Cohen & Co., Inc.		4,500		37,530
Community Financial Corp. (The)		28,340		1,130,766
Community Trust Bancorp, Inc.		36,300		1,667,259
Community West Bancshares		28,821		431,450
ConnectOne Bancorp, Inc.		110,854		2,683,775
Consumer Portfolio Services, Inc.*+		98,800		874,380
Cowen, Inc., Class A		74,700		2,884,914
Crawford & Co., Class A		22,500		125,100
Crawford & Co., Class B		101		536
CrossFirst Bankshares, Inc.*		127,200		1,578,552
Curo Group Holdings Corp.		40,000		142,000
Customers Bancorp, Inc.*		49,000		1,388,660
Dime Community Bancshares, Inc.		90,420		2,878,069
Donegal Group, Inc., Class A		87,600		1,243,920
Eagle Bancorp Montana, Inc.		28,000		452,480
Eagle Bancorp, Inc.		83,900		3,697,473
Elevate Credit, Inc.*		90,200		157,850
Emclaire Financial Corp.+		700		22,120
Employers Holdings, Inc.		40,730		1,756,685
Encore Capital Group, Inc.*		76,600		3,672,204
Enova International, Inc.*		54,900		2,106,513
Enterprise Bancorp, Inc.		40,275		1,421,708
Enterprise Financial Services Corp.		200		9,792
Equity Bancshares, Inc., Class A		59,300		1,937,331
ESSA Bancorp, Inc.		33,100		690,797
EZCORP, Inc., Class A*		225,000		1,833,750

Industry Company	Shares		Value
Financials (continued)
Farmers National Banc Corp.		62,500		$      882,500
Federal Agricultural Mortgage Corp., Class C		19,900		2,242,929
Financial Institutions, Inc.		46,300		1,127,868
First Bancorp, Inc. (The)		5,000		149,700
First Bancshares, Inc. (The)		64,600		2,067,846
First Bank		42,622		586,479
First Busey Corp.		132,900		3,285,288
First Business Financial Services, Inc.		32,508		1,188,167
First Capital, Inc.		10,000		249,000
First Commonwealth Financial Corp.		145,000		2,025,650
First Community Bankshares, Inc.		20,600		698,340
First Community Corp.		5,800		126,962
First Financial Bancorp		150,000		3,634,500
First Financial Corp.		22,127		1,019,612
First Financial Northwest, Inc.		20,700		310,086
First Foundation, Inc.		65,000		931,450
First Guaranty Bancshares, Inc.		14,713		345,020
First Internet Bancorp		41,200		1,000,336
First Merchants Corp.		23,267		956,506
First Mid Bancshares, Inc.		22,000		705,760
First National Corp.		9,500		162,735
First Northwest Bancorp		25,600		393,216
First of Long Island Corp. (The)		54,000		972,000
First Savings Financial Group, Inc.		23,600		472,000
First United Corp.		12,725		250,046
First US Bancshares, Inc.		5,000		43,500
First Western Financial, Inc.*		46,000		1,294,900
Flushing Financial Corp.		65,141		1,262,433
FNCB Bancorp, Inc.		92,600		760,246
Franklin Financial Services Corp.		22,000		794,200
FS Bancorp, Inc.		18,800		628,672
FVCBankcorp, Inc.*		2,300		43,861
Genworth Financial, Inc., Class A*		915,000		4,840,350
Great Southern Bancorp, Inc.		22,300		1,326,627
Green Dot Corp., Class A*		100,000		1,582,000
Greenhill & Co., Inc.		35,000		358,750
Guild Holdings Co., Class A*		187,000		1,886,830

bridgewayfunds.com 25

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Hallmark Financial Services, Inc.*		62,000		$      36,220
Hanmi Financial Corp.		114,000		2,821,500
HarborOne Bancorp, Inc.		106,800		1,484,520
Hawthorn Bancshares, Inc.		18,398		400,524
Heartland Financial USA, Inc.		68,350		3,186,477
Hennessy Advisors, Inc.+		6,000		50,400
Heritage Commerce Corp.		65,000		845,000
HMN Financial, Inc.		22,500		479,250
Home Bancorp, Inc.		21,097		844,513
Home Point Capital, Inc.		336,500		461,005
HomeStreet, Inc.		57,500		1,585,850
HomeTrust Bancshares, Inc.		15,900		384,303
Hope Bancorp, Inc.		271,500		3,477,915
Horace Mann Educators Corp.		91,082		3,403,734
Horizon Bancorp, Inc.		129,342		1,950,477
HV Bancorp, Inc.*		3,700		105,228
Independent Bank Corp.		65,500		1,566,760
Independent Bank Group, Inc.		20,300		1,219,624
Investar Holding Corp.		36,000		775,080
Investors Title Co.		3,600		531,180
Kearny Financial Corp.+		150,000		1,522,500
Kingstone Cos., Inc.		5,800		7,830
Lakeland Bancorp, Inc.		146,371		2,577,593
Landmark Bancorp, Inc.		9,073		205,322
LCNB Corp.		38,900		700,200
LendingClub Corp.*		146,600		1,290,080
Limestone Bancorp, Inc.		23,300		568,986
Logan Ridge Finance Corp.*		10,100		228,058
Luther Burbank Corp.		183,900		2,043,129
Macatawa Bank Corp.		9,000		99,270
MainStreet Bancshares, Inc.		29,040		798,310
Malvern Bancorp, Inc.*		20,800		369,200
Mercantile Bank Corp.		26,500		887,220
Merchants Bancorp		95,689		2,327,156
Mercury General Corp.+		99,500		3,402,900
Meridian Corp.		19,500		590,655
Metrocity Bankshares, Inc.		19,409		419,817
Metropolitan Bank Holding
Corp.*		20,200		1,185,134
Mid Penn Bancorp, Inc.		13,500		404,595
Middlefield Banc Corp.		13,300		364,420
Midland States Bancorp, Inc.		81,617		2,172,645
MidWestOne Financial Group, Inc.		41,900		1,330,325

Industry Company	Shares		Value
Financials (continued)
National Western Life Group, Inc., Class A		6,150		$      1,728,150
Navient Corp.		277,000		4,556,650
NI Holdings, Inc.*		28,000		371,560
Nicholas Financial, Inc.*		19,400		122,414
Nicolet Bankshares, Inc.*		22,097		1,763,120
NMI Holdings, Inc., Class A*		150,000		3,135,000
Northeast Bank+		16,800		707,280
Northeast Community Bancorp, Inc.+		39,200		584,864
Northfield Bancorp, Inc.		75,000		1,179,750
Northrim BanCorp, Inc.		14,573		795,249
Northwest Bancshares, Inc.		275,000		3,844,500
Oak Valley Bancorp		26,720		605,208
OceanFirst Financial Corp.		159,496		3,389,290
Ocwen Financial Corp.*		29,820		911,896
OFG Bancorp		91,000		2,507,960
Ohio Valley Banc Corp.		6,000		158,520
Old Point Financial Corp.		5,100		137,496
Old Second Bancorp, Inc.		41,500		665,660
OP Bancorp		35,000		390,600
Oportun Financial Corp.*		24,500		134,995
Oppenheimer Holdings, Inc., Class A+		29,319		1,241,073
Origin Bancorp, Inc.		15,700		576,190
Orrstown Financial Services, Inc.		13,500		312,660
Parke Bancorp, Inc.		36,959		766,530
Pathward Financial, Inc.		68,434		2,946,084
Patriot National Bancorp, Inc.*		13,500		143,100
PCB Bancorp+		36,300		642,147
Peapack-Gladstone Financial Corp.		29,868		1,111,687
Penns Woods Bancorp, Inc.		14,200		378,004
Peoples Bancorp of North Carolina, Inc.		22,880		744,973
Peoples Bancorp, Inc.		76,909		2,172,679
Peoples Financial Services Corp.		21,200		1,099,008
Pioneer Bancorp, Inc.*		40,000		456,000
Plumas Bancorp		2,000		74,100
Ponce Financial Group, Inc.*		8,600		80,152
Premier Financial Corp.		96,900		2,613,393
Primis Financial Corp.		63,600		753,660
ProAssurance Corp.		103,100		1,801,157
PROG Holdings, Inc.*		95,000		1,604,550
Provident Bancorp, Inc.		28,000		203,840

26 Semi-Annual Report  |  December 31, 2022 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Provident Financial Holdings, Inc.		44,710		$      615,657
Provident Financial Services, Inc.		104,225		2,226,246
QCR Holdings, Inc.		44,683		2,218,064
RBB Bancorp		63,800		1,330,230
Red River Bancshares, Inc.		1,350		68,931
Regional Management Corp.		29,100		817,128
Renasant Corp.		115,000		4,322,850
Republic Bancorp, Inc., Class A		33,880		1,386,370
Republic First Bancorp, Inc.*+		140,000		301,000
Rhinebeck Bancorp, Inc.*		35,000		318,850
Riverview Bancorp, Inc.		62,478		479,831
S&T Bancorp, Inc.		95,199		3,253,902
Safety Insurance Group, Inc.		36,972		3,115,261
Salisbury Bancorp, Inc.		3,366		105,692
Sandy Spring Bancorp, Inc.		104,900		3,695,627
SB Financial Group, Inc.		26,478		443,771
Security National Financial Corp., Class A*		31,484		229,833
Shore Bancshares, Inc.		36,421		634,818
Sierra Bancorp		55,000		1,168,200
SiriusPoint, Ltd.*		278,000		1,640,200
SmartFinancial, Inc.		40,500		1,113,750
Sound Financial Bancorp, Inc.		10,200		412,896
South Plains Financial, Inc.		75,000		2,064,750
Southern First Bancshares, Inc.*		25,900		1,184,925
Southern Missouri Bancorp, Inc.		14,300		655,369
Stellar Bancorp, Inc.+		44,156		1,300,836
Sterling Bancorp, Inc.*		140,000		852,600
Stewart Information Services Corp.		63,592		2,717,286
StoneX Group, Inc.*		41,911		3,994,118
Summit Financial Group, Inc.		44,100		1,097,649
Summit State Bank		17,875		282,425
SWK Holdings Corp.*		39,595		698,456
Territorial Bancorp, Inc.		22,500		540,225
Timberland Bancorp, Inc.		36,725		1,253,424
Tiptree, Inc.		122,700		1,698,168
Trean Insurance Group, Inc.*		39,850		239,100
TriCo Bancshares		35,300		1,799,947
TrustCo Bank Corp. NY		17,400		654,066

Industry Company	Shares		Value
Financials (continued)
Trustmark Corp.		105,700		$      3,689,987
Union Bankshares, Inc.		400		9,364
United Bancorp, Inc.		10,000		147,800
United Fire Group, Inc.+		64,500		1,764,720
Unity Bancorp, Inc.		28,700		784,371
Universal Insurance Holdings, Inc.		142,200		1,505,898
Univest Financial Corp.		118,200		3,088,566
US Global Investors, Inc., Class A		37,500		108,375
Velocity Financial, Inc.*		112,250		1,083,213
Veritex Holdings, Inc.		93,000		2,611,440
Virginia National Bankshares Corp.		1,687		61,845
Virtus Investment Partners, Inc.		15,000		2,871,600
Walker & Dunlop, Inc.		22,775		1,787,382
Washington Federal, Inc.		95,000		3,187,250
Waterstone Financial, Inc.		51,500		887,860
Western New England Bancorp, Inc.		55,365		523,753
Westwood Holdings Group, Inc.		27,864		310,229
World Acceptance Corp.*		10,900		718,746
				295,106,799
Health Care - 2.62%
American Shared Hospital Services*		8,500		24,905
Assertio Holdings, Inc.*+		134,400		577,920
Avanos Medical, Inc.*		125,500		3,396,030
Bioventus, Inc., Class A*		75,000		195,750
CareCloud, Inc.*		25,900		72,779
Co.-Diagnostics, Inc.*+		32,500		81,900
Emergent BioSolutions, Inc.*		106,000		1,251,860
FONAR Corp.*		8,400		140,700
Fulgent Genetics, Inc.*+		70,592		2,102,230
Innoviva, Inc.*+		171,490		2,272,242
iTeos Therapeutics, Inc.*		95,000		1,855,350
Multiplan Corp.*		1,500,000		1,725,000
Ovid therapeutics, Inc.*		135,900		252,774
Owens & Minor, Inc.		210,000		4,101,300
REGENXBIO, Inc.*		85,000		1,927,800
Vanda Pharmaceuticals, Inc.*		97,400		719,786
XBiotech, Inc.*		57,100		200,421
				20,898,747
Industrials - 13.24%
ACCO Brands Corp.		218,600		1,221,974

bridgewayfunds.com 27

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Comman Stocks (continued)
Industrials (continued)
Air Transport Services Group, Inc.*		118,300		$3,073,433
Allegiant Travel Co.*		50,700		3,447,093
American Woodmark Corp.*		45,000		2,198,700
Apogee Enterprises, Inc.		37,000		1,645,020
ARC Document Solutions, Inc.		176,700		517,731
ArcBest Corp.		45,400		3,179,816
Art’s-Way Manufacturing Co., Inc.*		6,939		13,392
Atlas Air Worldwide Holdings, Inc.*		49,400		4,979,520
AZZ, Inc.		12,304		494,621
BlueLinx Holdings, Inc.*		22,600		1,607,086
Boise Cascade Co.		76,900		5,280,723
BrightView Holdings, Inc.*		101,000		695,890
Caesarstone, Ltd.		96,400		550,444
CBAK Energy Technology, Inc.*		215,000		212,850
Civeo Corp.*		51,700		1,607,870
CompX International, Inc.		1,500		27,720
Concrete Pumping Holdings, Inc.*		211,000		1,234,350
Costamare, Inc.		360,300		3,343,584
Covenant Logistics Group, Inc.		78,550		2,715,474
Daseke, Inc.*		71,600		407,404
Deluxe Corp.		100,000		1,698,000
Eagle Bulk Shipping, Inc.		55,900		2,791,646
Eastern Co. (The)		12,404		239,149
Eneti, Inc.		85,000		854,250
Genco Shipping & Trading, Ltd.		177,300		2,723,328
Greenbrier Cos., Inc. (The)		25,400		851,662
Hawaiian Holdings, Inc.*		100,000		1,026,000
Heidrick & Struggles International, Inc.		39,000		1,090,830
Hudson Technologies, Inc.*		31,500		318,780
Hurco Cos., Inc.		13,372		349,410
KAR Auction Services, Inc.*		220,000		2,871,000
Kelly Services, Inc., Class A		66,400		1,122,160
Limbach Holdings, Inc.*		6,200		64,542
LS Starrett Co. (The), Class A*		8,068		59,380
LSI Industries, Inc.		3,600		44,064
Manitowoc Co., Inc. (The)*		90,850		832,186
Matthews International Corp., Class A		89,700		2,730,468
Maxar Technologies, Inc.		69,500		3,595,930

Industry Company	Shares		Value
Industrials (continued)
Mayville Engineering Co., Inc.*		40,210		$509,059
Mesa Air Group, Inc.*		72,500		110,925
Mistras Group, Inc.*		105,000		517,650
MRC Global, Inc.*		178,200		2,063,556
MYR Group, Inc.*		15,700		1,445,499
NL Industries, Inc.		107,800		734,118
NN, Inc.*		124,600		186,900
Northwest Pipe Co.*		30,500		1,027,850
NOW, Inc.*		192,700		2,447,290
Orion Group Holdings, Inc.*		138,172		328,849
PAM Transportation Services, Inc.*		40,000		1,036,000
Pangaea Logistics Solutions, Ltd.		234,800		1,209,220
Park-Ohio Holdings Corp.		22,116		270,479
Patriot Transportation Holding, Inc.*		7,500		53,325
Preformed Line Products Co.		10,600		882,874
Primoris Services Corp.		117,800		2,584,532
Proto Labs, Inc.*		12,800		326,784
Quad/Graphics, Inc.*		193,757		790,529
Quanex Building Products Corp.		42,000		994,560
REV Group, Inc.		127,500		1,609,050
Rush Enterprises, Inc., Class A		32,769		1,713,163
Rush Enterprises, Inc., Class B		19,050		1,071,944
Safe Bulkers, Inc.		360,200		1,048,182
Servotronics, Inc.*		1,500		15,840
SIFCO Industries, Inc.*		6,500		14,038
SkyWest, Inc.*+		146,500		2,418,715
Sterling Infrastructure, Inc.*		64,800		2,125,440
Textainer Group Holdings, Ltd.		125,400		3,888,654
Titan Machinery, Inc.*		92,000		3,655,160
TrueBlue, Inc.*		89,250		1,747,515
Tutor Perini Corp.*		157,100		1,186,105
Ultralife Corp.*		25,000		96,500
Universal Logistics Holdings, Inc.		4,108		137,372
US Xpress Enterprises, Inc., Class A*		90,000		162,900
V2X, Inc.*		24,000		990,960
Veritiv Corp.		28,900		3,517,419
Williams Industrial Services Group, Inc.*		51,200		52,229

28 Semi-Annual Report  |  December 31, 2022 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Willis Lease Finance Corp.*		17,634		$        1,040,582
				105,729,247
Information Technology - 4.35%
Adeia, Inc.		349,216		3,310,568
Alpha & Omega Semiconductor, Ltd.*		114,905		3,282,836
AstroNova, Inc.*		7,857		100,727
AXT, Inc.*		100,000		438,000
Bel Fuse, Inc., Class B		29,272		963,634
Benchmark Electronics, Inc.		90,100		2,404,769
Computer Task Group, Inc.*		21,150		159,894
Comtech Telecommunications Corp.		45,200		548,728
Conduent, Inc.*		705,000		2,855,250
Daktronics, Inc.*		79,000		222,780
Ebix, Inc.		80,500		1,606,780
EMCORE Corp.*		75,000		72,187
Kimball Electronics, Inc.*		57,100		1,289,889
Magnachip Semiconductor Corp.*		100,000		939,000
NetScout Systems, Inc.*		143,600		4,668,436
NetSol Technologies, Inc.*		35,100		100,035
Network-1 Technologies,
Inc.		100,100		220,220
Photronics, Inc.*		118,670		1,997,216
Sanmina Corp.*		48,800		2,795,752
ScanSource, Inc.*		31,000		905,820
StarTek, Inc.*		124,500		466,875
TESSCO Technologies, Inc.*		33,200		160,024
Trio-Tech International*		25,100		112,953
TTM Technologies, Inc.*		337,702		5,092,546
				34,714,919
Materials - 6.62%
Advanced Emissions Solutions, Inc.*		85,000		206,550
AdvanSix, Inc.		87,400		3,322,948
AgroFresh Solutions, Inc.*		78,900		233,544
American Vanguard Corp.		103,000		2,236,130
Ampco-Pittsburgh Corp.*		51,200		128,512
Ascent Industries Co.*		29,748		257,915
Caledonia Mining Corp. PLC		18,000		223,200
Carpenter Technology Corp.		84,000		3,102,960

Industry Company	Shares		Value
Materials (continued)
Century Aluminum Co.*		251,500		$2,057,270
Clearwater Paper Corp.*		74,050		2,799,830
Core Molding Technologies, Inc.*		17,000		220,830
Friedman Industries, Inc.		24,400		238,876
FutureFuel Corp.		122,000		991,860
Glatfelter Corp.		47,000		130,660
Gold Resource Corp.		252,750		386,707
Intrepid Potash, Inc.*		45,601		1,316,501
Koppers Holdings, Inc.		66,000		1,861,200
Kronos Worldwide, Inc.		218,000		2,049,200
Mercer International, Inc.+		274,950		3,200,418
Olympic Steel, Inc.		33,639		1,129,598
Pactiv Evergreen, Inc.		35,000		397,600
Ramaco Resources, Inc.+		79,900		702,321
Rayonier Advanced Materials, Inc.*		197,400		1,895,040
Resolute Forest Products, Inc.*+		236,000		5,095,240
Ryerson Holding Corp.		124,700		3,773,422
Schnitzer Steel Industries, Inc., Class A		77,200		2,366,180
SunCoke Energy, Inc.		320,000		2,761,600
TimkenSteel Corp.*		153,887		2,796,127
Trinseo PLC+		75,000		1,703,250
Universal Stainless & Alloy Products, Inc.*		11,500		82,455
Valhi, Inc.		84,546		1,860,012
Warrior Met Coal, Inc.		96,000		3,325,440
				52,853,396
Real Estate - 0.90%
AMREP Corp.*		29,900		345,345
Anywhere Real Estate, Inc.*		270,718		1,729,888
Forestar Group, Inc.*		104,001		1,602,655
Newmark Group, Inc., Class A		370,951		2,956,480
RE/MAX Holdings, Inc., Class A		30,000		559,200
				7,193,568
TOTAL COMMON STOCKS - 99.21%				792,346,720
(Cost $640,451,748)
EXCHANGE TRADED FUND—0.55%
iShares Russell 2000 ETF+		25,000		4,359,000
TOTAL EXCHANGE TRADED FUND - 0.55%				4,359,000
(Cost $4,395,953)

bridgewayfunds.com 29

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Showing percentage of net assets as of December 31, 2022

Industry Company	Shares		Value
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***+		529		$          11,030
TOTAL PREFERRED STOCK - 0.00%				11,030
(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		171,080
TOTAL WARRANTS - 0.02%				171,080
(Cost $ – )

	Rate^			Shares		Value
MONEY MARKET FUND - 0.41%
Fidelity Investments Money Market Government Portfolio Class I		4.06	%		3,301,387		3,301,387
TOTAL MONEY MARKET FUND - 0.41%							3,301,387
(Cost $3,301,387)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.29%
Dreyfus Institutional Preferred Government Plus Money Market Fund**		4.36	%		18,298,857		18,298,857
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.29%							18,298,857
(Cost $18,298,857)
TOTAL INVESTMENTS - 102.48%							$    818,488,074
(Cost $666,458,948)
Liabilities in Excess of Other Assets - (2.48%)							(19,841,455)
NET ASSETS - 100.00%							$    798,646,619

* Non-income producing security.

** This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2022.

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

^ Rate disclosed as of December 31, 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 December 31, 2022. Total loaned securities had a value of $41,485,953, which included loaned securities with a value of $3,920,310 that have been sold and are pending settlement as of December 31, 2022. The total market value of loaned securities excluding these pending sales is $37,565,643. See Note 2 for disclosure of cash and non-cash collateral.

+++No stated maturity date.

# 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

30 Semi-Annual Report  |  December 31, 2022 (Unaudited)

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

Summary of inputs used to value the Fund’s investments as of 12/31/2022 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks
Real Estate		$6,848,223		$345,345		$–		$7,193,568
Other Industries (a)		785,153,152		–		–		785,153,152
Total Common Stocks		792,001,375		345,345		–		792,346,720
Exchange Traded Fund		4,359,000		–		–		4,359,000
Preferred Stock		11,030		–		–		11,030
Rights		–		–		0		0
Warrants		171,080		–		–		171,080
Money Market Fund		3,301,387		–		–		3,301,387
Investments Purchased With Cash Proceeds From Securities Lending		18,298,857		–		–		18,298,857
TOTAL		$818,142,729		$345,345		$0		$818,488,074

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

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

Investment in Securities (Value)
	Rights
Balance as of 06/30/2022		$            0
Purchases		–
Sales		–
Return of Capital		–
Realized Gain/(Loss)		–
Change in unrealized Appreciation/(Depreciation)		–
Transfers in		–
Transfers out		–
Balance as of 12/31/2022		$            0
Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2022		$            –

See Notes to Financial Statements.

bridgewayfunds.com 31

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2022 (Unaudited)

ASSETS	Omni Small-Cap Value		Omni Tax- Managed Small-Cap Value
Investments at value	$	1,151,620,014	$	818,488,074
Receivables:
Portfolio securities sold		664,745		4,358,788
Fund shares sold		934,354		3,830,571
Dividends and interest		1,270,168		709,714
Prepaid expenses		70,795		75,111
Total assets		1,154,560,076		827,462,258
LIABILITIES
Payables:
Portfolio securities purchased		4,078,754		9,443,699
Fund shares redeemed		1,125,713		686,977
Payable upon return of securities loaned		15,144,679		18,298,857
Accrued Liabilities:
Investment advisory fees		267,695		177,057
Administration fees		4,797		3,020
Directors’ fees		6,496		4,834
Other		273,509		201,195
Total liabilities		20,901,643		28,815,639
NET ASSETS	$	1,133,658,433	$	798,646,619
NET ASSETS REPRESENT
Paid-in capital	$	845,861,476	$	590,318,025
Distributable earnings		287,796,957		208,328,594
NET ASSETS	$	1,133,658,433	$	798,646,619
Shares of common stock outstanding of $ .001 par value*		64,366,689		43,937,958
Net asset value, offering price and redemption price per share	$	17.61	$	18.18
Total investments at cost	$	931,380,996	$	666,458,948

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

See Notes to Financial Statements.

32 Semi-Annual Report  |  December 31, 2022 (Unaudited)

STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2022 (Unaudited)

	Omni Small-Cap Value			Omni Tax- Managed Small-Cap Value
INVESTMENT INCOME
Dividends	$	14,804,677		$	9,753,386
Less: foreign taxes withheld		(17,062	)		(12,634	)
Interest		52,301			44,945
Securities lending		159,833			121,953
Total Investment Income		14,999,749			9,907,650
EXPENSES
Investment advisory fees		3,097,204			2,145,083
Administration fees		29,056			20,113
Accounting fees		105,981			82,291
Transfer agent fees		6,475			6,341
Professional fees		119,342			86,522
Custody fees		18,744			14,332
Blue sky fees		28,489			22,380
Directors’ and officers’ fees		65,023			45,807
Shareholder servicing fees		541,689			388,290
Reports to shareholders		27,075			18,221
Insurance expenses		45,189			31,570
Miscellaneous expenses		50,433			34,493
Total Expenses		4,134,700			2,895,443
Less investment advisory fees waived		(1,223,328	)		(879,065	)
Net Expenses		2,911,372			2,016,378
NET INVESTMENT INCOME		12,088,377			7,891,272
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain on:
Investments		90,549,152			59,544,554
Change in Unrealized Appreciation (Depreciation) on:
Investments		(21,619,362	)		(15,858,861	)
Net Realized and Unrealized Gain on Investments		68,929,790			43,685,693
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	81,018,167		$	51,576,965

See Notes to Financial Statements.

bridgewayfunds.com 33

STATEMENTS OF CHANGES IN NET ASSETS

							Omni Tax-Managed Small-Cap
	Omni Small-Cap Value						Value
	Six Months Ended December 31, 2022			Year Ended June 30, 2022			Six Months Ended December 31, 2022			Year Ended June 30, 2022
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income	$	12,088,377		$	16,034,617		$	7,891,272		$	11,214,431
Net realized gain on investments		90,549,152			233,381,693			59,544,554			132,587,575
Net change in unrealized appreciation (depreciation) on investments		(21,619,362	)		(299,843,646	)		(15,858,861	)		(196,995,797	)
Net increase (decrease) in net assets resulting from operations		81,018,167			(50,427,336	)		51,576,965			(53,193,791	)
DISTRIBUTIONS:
From net investment income and net realized gains		(218,697,351	)		(52,208,938	)		(99,730,578	)		(8,175,868	)
Net decrease in net assets from distributions		(218,697,351	)		(52,208,938	)		(99,730,578	)		(8,175,868	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		140,218,589			204,195,915			135,994,019			148,205,758
Reinvestment of distributions		218,471,046			51,814,442			99,141,349			8,132,143
Cost of shares redeemed		(246,293,454	)		(265,467,787	)		(202,890,246	)		(133,661,514	)
Net increase (decrease) in net assets resulting from share transactions		112,396,181			(9,457,430	)		32,245,122			22,676,387
Net (decrease) in net assets		(25,283,003	)		(112,093,704	)		(15,908,491	)		(38,693,272	)
NET ASSETS:
Beginning of period		1,158,941,436			1,271,035,140			814,555,110			853,248,382
End of period	$	1,133,658,433		$	1,158,941,436		$	798,646,619		$	814,555,110
SHARES ISSUED & REDEEMED
Issued		7,180,145			9,301,268			7,200,186			7,078,597
Distributions reinvested		12,505,498			2,384,466			5,489,554			384,317
Redeemed		(12,823,461	)		(11,875,882	)		(10,693,174	)		(6,375,686	)
Net increase (decrease) in shares		6,862,182			(190,148	)		1,996,566			1,087,228
Outstanding at beginning of period		57,504,507			57,694,655			41,941,392			40,854,164
Outstanding at end of period		64,366,689			57,504,507			43,937,958			41,941,392

See Notes to Financial Statements.

34 Semi-Annual Report  |  December 31, 2022 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI SMALL-CAP VALUE

	For the
	Six Months
	Ended	Year Ended June 30
	12/31/22
	(Unaudited)	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Period	$20.15	$22.03	$11.44	$14.97	$19.83	$18.14
Income from Investment Operations:
Net Investment Income(a)	0.21	0.28	0.21	0.19	0.20	0.17
Net Realized and Unrealized Gain (Loss)	1.11	(1.23)	10.57	(3.56)	(3.61)	2.77
Total from Investment Operations	1.32	(0.95)	10.78	(3.37)	(3.41)	2.94
Less Distributions to Shareholders from:
Net Investment Income	(0.32)	(0.41)	(0.19)	(0.08)	(0.17)	(0.16)
Net Realized Gain	(3.54)	(0.52)	–	(0.08)	(1.28)	(1.09)
Total Distributions	(3.86)	(0.93)	(0.19)	(0.16)	(1.45)	(1.25)
Net Asset Value, End of Period	$17.61	$20.15	$22.03	$11.44	$14.97	$19.83
Total Return(b)	6.74%(c)	(4.65%)	94.92%	(22.82%)	(16.82%)	16.75%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$1,133,658	$1,158,941	$1,271,035	$828,480	$989,015	$913,198
Expenses Before Waivers and Reimbursements	0.67%(d)	0.66%	0.68%	0.72%	0.70%	0.70%
Expenses After Waivers and Reimbursements	0.47%(d)	0.47%	0.47%	0.54%	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.95%(d)	1.25%	1.29%	1.46%	1.21%	0.88%
Portfolio Turnover Rate	17%(c)	30%	21%	43%	29%	24%

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

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

(c) Not annualized.

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com 35

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI TAX-MANAGED SMALL-CAP VALUE

	For the
	Six Months
	Ended	Year Ended June 30
	12/31/22
	(Unaudited)	2022	2021	2020	2019	2018
Net Asset Value, Beginning of Period	$19.42	$20.89	$10.92	$14.43	$19.10	$17.39
Income from Investment Operations:
Net Investment Income(a)	0.19	0.27	0.19	0.19	0.20	0.16
Net Realized and Unrealized Gain (Loss)	1.07	(1.54)	9.95	(3.63)	(3.42)	2.61
Total from Investment Operations	1.26	(1.27)	10.14	(3.44)	(3.22)	2.77
Less Distributions to Shareholders from:
Net Investment Income	(0.45)	(0.20)	(0.17)	(0.07)	(0.20)	(0.23)
Net Realized Gain	(2.05)	–	–	–	(1.25)	(0.83)
Total Distributions	(2.50)	(0.20)	(0.17)	(0.07)	(1.45)	(1.06)
Net Asset Value, End of Period	$18.18	$19.42	$20.89	$10.92	$14.43	$19.10
Total Return(b)	6.58%(c)	(6.17%)	93.49%	(23.98%)	(16.49%)	16.48%
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$798,647	$814,555	$853,248	$427,515	$608,368	$805,188
Expenses Before Waivers and Reimbursements	0.67%(d)	0.67%	0.69%	0.74%(e)	0.72%	0.70%
Expenses After Waivers and Reimbursements	0.47%(d)	0.47%	0.47%	0.55%(e)	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.84%(d)	1.26%	1.18%	1.40%	1.18%	0.89%
Portfolio Turnover Rate	21%(c)	30%	26%	63%	42%	27%

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

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

(c) Not annualized.

(d) Annualized for periods less than one year.

(e) Includes interest expense of 0.01%.

See Notes to Financial Statements.

36 Semi-Annual Report  |  December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS
December 31, 2022 (Unaudited)

1. Organization

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

Bridgeway is organized as a series fund, with seven investment funds as of December 31, 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, and Managed Volatility Funds are presented in a separate report. The Omni Small-Cap Value Fund and the Omni Tax-Managed Small-Cap Value Fund (each a “Fund” and together, the “Funds”) are presented in this report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of December 31, 2022, 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. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the “valuation designee” to make all necessary determinations of fair value. The valuation assigned to a fair valued security for purposes of calculating the Funds’ NAVs may differ from the security’s most recent closing market price and from the prices used by other mutual funds to calculate their NAVs.

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

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

bridgewayfunds.com 37

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2022 (Unaudited)

Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1 prices, include active listed equity securities. The Adviser does 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 Adviser’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 Adviser uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Adviser 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 Adviser in the absence of market information. Assumptions used by the Adviser due to the lack of observable inputs may significantly impact the resulting value, and, therefore the results of the Funds’ operations.

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

38 Semi-Annual Report  |  December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2022 (Unaudited)

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 December 31, 2022:

						Gross Amount Not Offset in the Statement of Assets and Liabilities
			Gross
			Amounts	Net Amounts of
	Gross		Offset in the	Assets Presented
	Amounts of		Statement of	in the Statement
	Recognized		Assets and	of Assets and		Financial	Collateral
Fund	Assets1		Liabilities	Liabilities		Instruments	Received		Net Amount
Omni Small-Cap Value
Securities lending		$15,144,679	$–		$15,144,679	$–		$15,144,679		$–
Omni Tax-Managed Small-Cap Value
Securities lending		$18,298,857	–		$18,298,857	–		$18,298,857		–

¹  Securities loaned with a value of $57,192 and $ 3,920,310 in Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value have been sold and are pending settlement on December 31, 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 Obligations

0.00% - 4.75%

02/07/23 - 11/15/51

$39,797,547

$15,144,679

$54,942,226

$53,834,563

Omni Tax-Managed Small-Cap Value

Securities lending

U.S.Gov’t Obligations

0.00% - 4.75%

02/07/23 - 11/15/51

$24,116,261

$18,298,857

$42,415,118

$41,485,953

It is each Fund’s policy to obtain additional collateral from, or return excess collateral to, the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of December 31, 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.

bridgewayfunds.com 39

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2022 (Unaudited)

Sector Concentration Risk  Companies with similar characteristics may be grouped together in broad categories called sectors. Although each Fund seeks investments across a number of sectors, from time to time, based on economic conditions, each 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 health-care 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.

40 Semi-Annual Report  |  December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2022 (Unaudited)

Expense limitations: The Adviser has contractually agreed to waive its management fees and/or reimburse expenses of the Funds to ensure the total annual fund operating expenses do not exceed 0.60% of the Funds’ average net assets. Any material change to this contractual expense limitation would require a vote by shareholders of the applicable Fund. Effective January 1, 2020, the Adviser voluntarily agreed to waive its management fees and/or reimburse expenses in an additional amount such that the net fiscal year expense ratio for each Fund does not exceed 0.47%. Fees waived for the period ended December 31, 2022 were as follows:

Bridgeway Fund	Voluntary Expense Limitation		Total Waivers for Period Ended 12/31/22
Omni Small-Cap Value*		0.47%		$1,223,328
Omni Tax-Managed Small-Cap Value*		0.47%		879,065

*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 $ 418,055, $ 755,915, $ 836,967 and $ 1,075,642, which expire no later than June 30, 2026, June 30, 2025, June 30, 2024 and June 30, 2023, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $ 321,343, $ 580,513, $ 552,382 and $ 761,967, which expire no later than June 30, 2026, 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 period ended December 31, 2022 were as follows:

Bridgeway Fund	Inter-Portfolio     Purchases		Inter-Portfolio Sales
Omni Small-Cap Value		$   18,142,064		$     21,953,501
Omni Tax-Managed Small-Cap Value		18,571,970		22,039,847

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 period ended Decem-ber 31, 2022, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $29,056 and $20,113, respectively.

Board of Directors Compensation Independent Directors are paid an annual retainer of $20,000, with an additional retainer of $5,000 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. In addition, Independent Directors are paid $14,000 per meeting for meeting fees. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

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

bridgewayfunds.com 41

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2022 (Unaudited)

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

4. Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated 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 December 31, 2022 were as follows:

	Purchases				Sales
Bridgeway Fund	U.S. Government		Other		U.S. Government		Other
Omni Small-Cap Value		$—		$210,988,718		$—		$301,361,245
Omni Tax-Managed Small-Cap Value		—		177,440,110		—		236,447,786

6. Federal Income Taxes

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

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/depreciation and the cost of investment securities for tax purposes, including short-term securities as of December 31, 2022, were as follows:

		Omni Tax-
	Omni Small-Cap	Managed Small-
	Value	Cap Value
Gross appreciation (excess of value over tax cost)	$289,789,345	$194,756,537
Gross depreciation (excess of tax cost over value)	(69,841,643)	(42,815,406)
Net unrealized appreciation	$219,947,702	$151,941,131
Cost of investments for income tax purposes	$931,672,312	$666,546,943

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.

42 Semi-Annual Report  |  December 31, 2022 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2022 (Unaudited)

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 Tax-Managed Small-Cap
	Omni Small-Cap Value				Value
	Year		Year		Year		Year
	Ended		Ended		Ended		Ended
	June 30, 2022		June 30, 2021		June 30, 2022		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 carryfor-wards 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	—	—
Other Temporary Differences	—	—
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	Omni Tax-Managed
	Small-Cap Value	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 October 6, 2023. 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.

bridgewayfunds.com 43

NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2022 (Unaudited)

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

For the period ended December 31, 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		5.09%		$4,234,923		13		$7,783		$13,500,000
Omni Tax-Managed Small-Cap Value		4.80%		1,945,300		20		5,190		7,000,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

As of December 31, 2022, Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value had no outstanding loan amounts.

8. Subsequent Events

On August 25, 2022, the Board of Directors of Bridgeway Funds, Inc., on behalf of the Omni Tax-Managed Small-Cap Value Fund (“OTMSCV Fund”), approved an Agreement and Plan of Reorganization (the “Plan”) providing for the reorganization of OTMSCV Fund into EA Bridgeway Omni Small-Cap Value ETF (the “Omni ETF”) a newly-organized series of the EA Series Trust. Under the Plan, the OTMSCV Fund will transfer all of its assets and liabilities to the Omni ETF in exchange for shares of the Omni ETF, which will be distributed to shareholders of the OTMSCV Fund at the same total value as held in the OTMSCV Fund immediately prior to the reorganization. The Plan is subject to approval by the shareholders of the OTMSCV Fund. The purpose of the reorganization is to convert the OTMSCV Fund into an exchange-traded fund (“ETF”).

44 Semi-Annual Report  |  December 31, 2022 (Unaudited)

OTHER INFORMATION
December 31, 2022 (Unaudited)

1. Proxy Voting

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to the portfolio securities and a summary of proxies voted by the Funds for the period ended June 30, 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.

2. Fund Holdings

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

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

bridgewayfunds.com 45

DISCLOSURE OF FUND EXPENSES
December 31, 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 July 1, 2022 and held until December 31, 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 7/1/22		Ending Account Value at 12/31/22		Expense Ratio		Expenses Paid During Period* 7/1/22 - 12/31/22
Bridgeway Omni Small-Cap Value Fund
Actual Fund Return		$1,000.00		$1,067.40		0.47%		$2.45
Hypothetical Fund Return		$1,000.00		$1,022.84		0.47%		$2.40
Bridgeway Omni Tax-Managed Small-Cap Value Fund
Actual Fund Return		$1,000.00		$1,065.80		0.47%		$2.45
Hypothetical Fund Return		$1,000.00		$1,022.84		0.47%		$2.40

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

46 Semi-Annual Report  |  December 31, 2022 (Unaudited)

THIS PAGE INTENTIONALLY LEFT BLANK

BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 534435

Pittsburgh, PA 15253-4435

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

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

(b) Not applicable.

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b) Not Applicable

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures.

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

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

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

Not applicable.

Item 13. Exhibits.

(a)(1)         Not applicable.

(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(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 March 8, 2023

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

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

Date March 8, 2023

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

Date March 8, 2023

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

EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the

Sarbanes-Oxley Act

I, Tammira Philippe, certify that:

1. I have reviewed this report on Form N-CSR of Bridgeway Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 8, 2023	/s/ Tammira Philippe
		Tammira Philippe, President and Principal Executive Officer
		(principal executive officer)

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the

Sarbanes-Oxley Act

I, Deborah L. Hanna, certify that:

1. I have reviewed this report on Form N-CSR of Bridgeway Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 8, 2023	/s/ Deborah L. Hanna
		Deborah L. Hanna, Treasurer and Principal Financial Officer
		(principal financial officer)

EX-99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the

Sarbanes-Oxley Act

I, Tammira Philippe, President and Principal Executive Officer of Bridgeway Funds, Inc. (the “Registrant”), certify that:

1. The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	March 8, 2023	/s/ Tammira Philippe
		Tammira Philippe, President and Principal Executive Officer
		(principal executive officer)

I, Deborah L. Hanna, Treasurer and Principal Financial Officer of Bridgeway Funds, Inc. (the “Registrant”), certify that:

1. The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	March 8, 2023	/s/ Deborah L. Hanna
		Deborah L. Hanna, Treasurer and Principal Financial Officer
		(principal financial officer)