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FORM OF PLAN OF REORGANIZATION

This PLAN OF REORGANIZATION (the “Plan”), made as of this _____ day of ______________, 2012 is adopted by Bridgeway Funds, Inc. (the “Corporation”), a corporation created under the laws of the State of Maryland, with its principal place of business at 20 Greenway Plaza, Suite 450, Houston, Texas, 77046 on behalf of two of its series, the Aggressive Investors 1 Fund (the “Acquiring Fund”) and the Aggressive Investors 2 Fund (the “Acquired Fund”).

The reorganization (hereinafter referred to as the “Reorganization”) will consist of: (i) the conversion of the shares of the Acquired Fund into shares of the Acquiring Fund and (ii) the resulting transfer to the Acquiring Fund of all of the property, assets and goodwill of the Acquired Fund, all upon and subject to the terms and conditions of this Plan hereinafter set forth.

Conversion of Share and Resulting Transfer of Assets.

(a) Subject to the terms and conditions of this Plan, the Corporation agrees (i) to convert all of the shares of the Acquired Fund into that number of full and fractional shares of the Acquiring Fund determined in the manner set forth in this Section; and (ii) to cause all of the assets and liabilities of the Acquired Fund to become assets and liabilities of the Acquiring Fund, free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders’ rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the “1933 Act”), with respect to privately placed or otherwise restricted securities that the Acquired Fund may have acquired in the ordinary course of business). Prior to or contemporaneously with the Closing (as hereinafter defined), the Corporation (subject to Section 10 hereof), on behalf of the Acquired Fund, will (1) pay the Acquired Fund’s costs and expenses of carrying out this Plan (including, but not limited to, brokerage commissions, and subject to Section 10 below), (2) discharge all of the Acquired Fund’s Liabilities (as defined below) on its books at the close of business (where hereinafter shall be, unless otherwise noted, the regular close of business of the New York Stock Exchange, Inc. (“NYSE”)) (“Close of Business”) on the Valuation Date (as defined in Section 3) including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to the date of Closing and through the final taxable year ending with the Acquired Fund’s complete liquidation, and (3) to pay such contingent liabilities as the directors of the Corporation shall reasonably deem to exist against the Acquired Fund, if any, at the Close of Business on the Valuation Date (all of the assets of the Acquired Fund as of the Close of Business on the Valuation Date, less the liabilities of the Acquired Fund as of such date is referred to herein as the “Net Assets”). The Corporation, on behalf of the Acquired Fund, shall use commercially reasonable efforts to identify all of the Acquired Fund’s liabilities, debts, obligations and duties of any nature, whether accrued absolute, contingent or otherwise (“Liabilities”), prior to the Valuation Date. To the extent that any Acquired Fund Liabilities are not discharged on or prior to the Valuation Date, the Acquiring Fund shall assume such Liabilities.

(b) The number of shares of stock of the Acquiring Fund to be issued as a result of the conversion (including fractional shares, if any) shall be determined by dividing the Net Assets of the Acquired Fund by the net asset value of a share of the Acquiring Fund. The shares of stock of the Acquired Fund held by each Acquired Fund shareholder will be converted into that number of shares of stock of the Acquiring Fund equal in aggregate net asset value to the aggregate net asset value of the shares of stock of the Acquired Fund held by such shareholder as of the Close of Business on the Valuation Date.

(c) The conversion shall be accomplished by the filing of Articles of Amendment with the State Department of Assessments and Taxation of Maryland and the establishment of accounts on the share records of the Acquiring Fund of the type and in the amounts due pursuant to this Section 1 based on the shareholders of the Acquired Fund’s respective holdings of shares as of the Close of Business on the Valuation Date. Fractional shares of stock of the Acquiring Fund shall be carried to the third decimal place. No certificates representing shares of stock of the Acquiring Fund will be issued to shareholders of the Acquired Fund irrespective of whether such shareholders hold their shares in certificated form.

(d) At the Closing, each outstanding certificate that, prior to Closing, represented shares of common stock of the Acquired Fund, shall be cancelled and shall no longer evidence ownership thereof.

12. Liability of the Corporation

The Corporation acknowledges that: (i) all obligations of the Corporation under this Plan are binding only with respect to the Corporation,

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(e) At the Closing, each shareholder of record of the Acquired Fund as of the record date (the “Distribution Record Date”) with respect to any unpaid dividends and other distributions that were declared on or prior to the Valuation Date, including any dividend or distribution declared pursuant to Section 8(e) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Acquired Fund that such person had on such Distribution Record Date.

Valuation

(a) The value of the Acquired Fund’s Net Assets to be acquired by the Acquiring Fund hereunder shall be computed as of the Close of Business on the Valuation Date using the valuation procedures set forth in the Acquired Fund’s currently effective prospectus and statement of additional information.

(b) The net asset value of a share of stock of the Acquiring Fund shall be determined to the nearest full cent as of the Close of Business on the Valuation Date using the valuation procedures set forth in the Acquiring Fund’s currently effective prospectus and statement of additional information.

(c) The net asset value of a share of stock of the Acquired Fund shall be determined to the nearest full cent as of the Close of Business on the Valuation Date, using the valuation procedures as set forth in the Acquired Fund’s currently effective prospectus and statement of additional information.

Closing and Valuation Date

The “Valuation Date” shall be [INSERT DATE] or such later date as the Corporation may designate. The Closing shall take place at the principal office of the Corporation, at 20 Greenway Plaza, Suite 450, Houston, Texas, 77046, at approximately 9:00 a.m., Eastern time, on the first business day following the Valuation Date. Notwithstanding anything herein to the contrary, in the event that on the Valuation Date (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Corporation, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Acquired Fund and the Acquiring Fund is practicable in the judgment of the Corporation. The Corporation shall have provided for delivery as of the Closing of those Net Assets of the Acquired Fund to be transferred to the Acquiring Fund’s Custodian, The Bank of New York Mellon, One Wall Street, New York, NY 10286. The Corporation shall issue and deliver a certificate or certificates evidencing that shares of the Acquired Fund have been converted into shares of the Acquiring Fund as of the Close of Business on the Valuation Date.

Representations and Warranties by the Corporation on behalf of the Acquired Fund

The Corporation, on behalf of the Acquired Fund, hereby represents and warrants the following as a necessary pre-condition to the consummation of the Reorganization:

(a) The Corporation is authorized to issue 130,000,000 shares of common stock of the Acquired Fund, par value $0.001 per share. Each outstanding share of the Acquired Fund is validly issued, fully paid, non-assessable and has full voting rights.

(b) The financial statements appearing in the Acquired Fund’s Annual Report to Shareholders for the fiscal year ended June 30, 2011, and any subsequent financial statements, audited by BBD LLP, and any unaudited financial statements, fairly present the financial position of the Acquired Fund as of the date indicated, and the results of its operations for the period indicated, in conformity with generally accepted accounting principles applied on a consistent basis.

(c) The books and records of the Acquired Fund are true and correct in all material respects and contain no material omissions with respect to the business and operations of the Acquired Fund.

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(d) The statement of assets and liabilities to be furnished by the Corporation as of the Close of Business on the Valuation Date for the purpose of determining the number of shares of common stock of the Acquiring Fund to be issued pursuant to Section 1 hereof will accurately reflect the Net Assets of the Acquired Fund and outstanding shares of common stock, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.

(e) At the Closing, the Corporation, on behalf of the Acquired Fund, will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in subsection (d) above, free and clear of all liens or encumbrances of any nature whatsoever except such restrictions as might arise under the 1933 Act with respect to privately placed or otherwise restricted securities that it may have acquired in the ordinary course of business and such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto.

(f) The Corporation has elected to treat the Acquired Fund as a regulated investment company (“RIC”) for federal income tax purposes under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), the Acquired Fund has qualified as a RIC for each taxable year since its inception and will qualify as a RIC as of the Closing, has not had any earnings and profits accumulated in any taxable year to which the provisions of Subchapter M of the Code (or the corresponding provisions of prior law) did not apply, and consummation of the transactions contemplated by the Plan will not cause it to fail to be qualified as a RIC as of the Closing.

(g) There are no material contracts outstanding to which the Acquired Fund is a party, other than as disclosed in the Acquired Fund’s registration statement on Form N-1A filed with the Securities and Exchange Commission (the “Commission”) or the Acquired Fund’s Prospectus.

(h) The Corporation is a corporation created under the laws of the State of Maryland on October 19, 1993, and is validly existing and in good standing under the laws of that state. The Corporation, of which the Acquired Fund is a separate series, is duly registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company. Such registration is in full force and effect as of the date hereof and will be in full force and effect as of the Closing and all of the Acquired Fund’s shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital.

(i) The Corporation has the necessary corporate power and authority to conduct its business and the business of the Acquired Fund as such businesses are now being conducted.

(j) The Corporation, on behalf of the Acquired Fund, is not a party to or obligated under any provision of its Articles of Incorporation (“Articles”), By-Laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.

(k) The Corporation, on behalf of the Acquired Fund, has full corporate power and authority to enter into and perform its obligations under this Plan, subject to approval of the Reorganization by the Acquired Fund’s shareholders. Except as provided in the immediately preceding sentence, the execution, delivery and performance of this Plan by the Corporation on behalf of the Acquired Fund have been validly authorized, and this Plan constitutes the Acquired Fund’s legal and valid obligation.

(l) The Acquired Fund does not have any unamortized or unpaid organizational fees or expenses.

(m) Neither the Corporation nor the Acquired Fund is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

(n) There are no legal, administrative or other proceedings or investigations against the Corporation on behalf of the Acquired Fund, or, to the Corporation’s knowledge, threatened, that would materially affect the Acquired Fund’s financial condition or the Acquired Fund’s ability to consummate the transactions contemplated by this Plan. The Corporation, on behalf of the Acquired Fund, is not charged with or, to the Corporation’s knowledge, threatened with, any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

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(o) The Corporation has duly filed, on behalf of the Acquired Fund, all Tax (as defined below) returns and reports (including information returns, elections, agreements, and declarations, collectively, the “Returns”) that are required to have been filed by the Acquired Fund, and all such Returns accurately state, in all materials respects, the amount of Tax owed for the periods covered by the Returns, or, in the case of information returns, the amount and character of income required to be reported by the Acquired Fund. The Corporation has, on behalf of the Acquired Fund, paid or made provision and properly accounted for all Taxes (as defined below) shown to be due on such Tax Returns or on any actual or proposed deficiency assessments received with respect to the Acquired Fund. The amounts established as provisions for Taxes in the books and records of the Acquired Fund as of the Close of Business on the Valuation Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or will be payable by the Acquired Fund, for all periods or fiscal years (or portions thereof) ending on or before the Close of Business on the Valuation Date. No Tax Return filed by the Corporation on behalf of the Acquired Fund is currently being audited by the Internal Revenue Service or by any state, local or foreign taxing authority. To the knowledge of the Corporation, there are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the Acquired Fund or the assets of the Acquired Fund. As used in this Plan, “Tax” or “Taxes” means all federal, state, local and foreign (whether imposed by a country or political subdivision or authority thereunder) income, gross receipts, excise, sales, use, value added, employment, franchise, profits, property, ad valorem or other taxes, stamp taxes and duties, fees, assessments or charges, whether payable directly or by withholding, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (foreign or domestic) with respect thereto.

(p) All information provided by the Corporation on behalf of the Acquired Fund for inclusion in, or transmittal with, the combined proxy statement and prospectus with respect to this Plan pursuant to which approval of the Acquired Fund shareholders will be sought, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(q) Except for the approval of the Acquired Fund’s shareholders of the Plan, no consent, approval, authorization or order of any court or governmental authority, or of any other person or entity, is required for the consummation of the transactions contemplated by this Plan by the Corporation on behalf of the Acquired Fund, except as may be required by the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, or state securities laws or Maryland corporate laws (including, in the case of each of the foregoing, the rules and regulations thereunder).

Representations and Warranties by the Corporation on behalf of the

Acquiring Fund

The Corporation, on behalf of the Acquiring Fund, hereby represents and warrants the following as a necessary pre-condition to the consummation of the Reorganization:

(a) The Corporation is authorized to issue 100,000,000 shares of common stock of the Acquiring Fund, par value $0.001 per share. Each outstanding share of the Acquiring Fund is fully paid, non-assessable and has full voting rights. The shares of common stock of the Acquiring Fund to be issued (via conversion of Acquired Fund shares) pursuant to Section 1 hereof will, upon their issuance, be validly issued and fully paid and non-assessable, and have full voting rights.

(b) The financial statements appearing in the Acquiring Fund’s Annual Report to Shareholders for the fiscal year ended June 30, 2011, and any subsequent financial statements, audited by BBD LLP, and any unaudited financial statements, fairly present the financial position of the Acquiring Fund as of the date indicated, and the results of its operations for the period indicated, in conformity with generally accepted accounting principles applied on a consistent basis.

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(c) At the Closing, shares of common stock of the Acquiring Fund to be issued (via conversion of Acquired Fund shares) pursuant to this Plan will be eligible for offering to the public in those states of the United States and jurisdictions in which the shares of the Acquired Fund are presently eligible for offering to the public.

(d) The statement of assets and liabilities of the Acquiring Fund to be furnished by the Corporation as of the Close of Business on the Valuation Date for the purpose of determining the number of shares of common stock of the Acquiring Fund to be issued (via conversion of Acquired Fund shares) pursuant to Section 1 hereof will accurately reflect the net assets of the Acquiring Fund and outstanding shares of common stock, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.

(e) At the Closing, the Corporation, on behalf of the Acquiring Fund, will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in subsection (c) above, free and clear of all liens or encumbrances of any nature whatsoever except such restrictions as might arise under the 1933 Act with respect to privately placed or otherwise restricted securities that it may have acquired in the ordinary course of business and such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto.

(f) The books and records of the Acquiring Fund are true and correct in all material respects and contain no material omissions with respect to the business and operations of the Acquiring Fund.

(g) The Corporation has elected to treat the Acquiring Fund as a RIC for federal income tax purposes under Part I of Subchapter M of the Code, the Acquiring Fund has qualified as a RIC for each taxable year since its inception and will qualify as a RIC as of the Closing, has not had any earnings and profits accumulated in any taxable year to which the provisions of Subchapter M of the Code (or the corresponding provisions of prior law) did not apply, and consummation of the transactions contemplated by the Plan will not cause it to fail to be qualified as a RIC as of the Closing.

(h) There are no material contracts outstanding to which the Acquiring Fund is a party, other than as disclosed in the Acquiring Fund’s registration statement on Form N-1A filed with the Commission or the Acquiring Fund’s Prospectus.

(i) The Corporation is a corporation created under the laws of the State of Maryland on October 19, 1993, and is validly existing and in good standing under the laws of that state. The Corporation, of which the Acquiring Fund is a separate series, is duly registered under the 1940 Act, as an open-end, management investment company. Such registration is in full force and effect as of the date hereof and will be in full force and effect as of the Closing and all of the Acquiring Fund’s shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital.

(j) The Corporation has the necessary corporate power and authority to conduct its business and the business of the Acquiring Fund as such businesses are now being conducted.

(k) The Corporation, on behalf of the Acquiring Fund, is not a party to or obligated under any provision of its Articles, By-Laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.

(l) The Corporation, on behalf of the Acquiring Fund, has full corporate power and authority to enter into and perform its obligations under this Plan. Except as provided in the immediately preceding sentence, the execution, delivery and performance of this Plan by the Corporation on behalf of the Acquiring Fund have been validly authorized, and this Plan constitutes the Acquiring Fund’s legal and valid obligation.

(m) Neither the Corporation nor the Acquiring Fund is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

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(n) There are no legal, administrative or other proceedings or investigations against the Corporation on behalf of the Acquiring Fund, or, to the Corporation’s knowledge, threatened, that would materially affect the Acquiring Fund’s financial condition or the Acquiring Fund’s ability to consummate the transactions contemplated by this Plan. The Corporation, on behalf of the Acquiring Fund, is not charged with or, to the Corporation’s knowledge, threatened with, any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

(o) The Corporation has duly filed, on behalf of the Acquiring Fund, all Tax (as defined below) Returns that are required to have been filed by the Acquiring Fund, and all such Returns accurately state, in all materials respects, the amount of Tax owed for the periods covered by the Returns, or, in the case of information returns, the amount and character of income required to be reported by the Acquiring Fund. The Corporation has, on behalf of the Acquiring Fund, paid or made provision and properly accounted for all Taxes shown to be due on such Tax Returns or on any actual or proposed deficiency assessments received with respect to the Acquiring Fund. The amounts established as provisions for Taxes in the books and records of each of the Acquiring Fund as of the Close of Business on the Valuation Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or will be payable by the Acquiring Fund, for all periods or fiscal years (or portions thereof) ending on or before the Close of Business on the Valuation Date. No Tax Return filed by the Corporation on behalf of the Acquiring Fund is currently being audited by the Internal Revenue Service or by any state, local or foreign taxing authority. To the knowledge of the Corporation, there are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the Acquiring Fund or the assets of the Acquiring Fund.

(p) All information provided by the Corporation on behalf of the Acquiring Fund for inclusion in, or transmittal with, the combined proxy statement and prospectus with respect to this Plan pursuant to which approval of the Acquired Fund shareholders will be sought, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(q) No consent, approval, authorization or order of any court or governmental authority, or of any other person or entity, is required for the consummation of the transactions contemplated by this Plan by the Corporation on behalf of the Acquiring Fund, except as may be required by the 1933 Act, the 1934 Act, the 1940 Act, or state securities laws or Maryland corporate laws (including, in the case of each of the foregoing, the rules and regulations thereunder).

Obligations of the Corporation on behalf of the Acquired Fund

The Corporation, on behalf of the Acquired Fund, hereby covenants and agrees that:

(a) The Corporation shall operate the business of the Acquired Fund as presently conducted between the date hereof and the Closing.

(b) The Corporation, on behalf of the Acquired Fund, shall not acquire the shares of common stock of the Acquiring Fund for the purpose of making distributions thereof other than to the Acquired Fund’s shareholders.

(c) The Corporation shall file, by the date of the Closing, all of the Acquired Fund’s federal and other Tax Returns required by law to be filed on or before such date and all federal and other Taxes shown as due on said Returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes.

(d) At the Closing, if requested by the Acquiring Fund, the Corporation shall provide:

(1) A statement of the respective tax basis and holding period of all investments to be transferred by the Acquired Fund to the Acquiring Fund.

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(2) A copy (which may be in electronic form) of the Acquired Fund’s shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of common stock of the Acquired Fund held by each shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Acquired Fund with respect to each shareholder, for all of the shareholders of record of the Acquired Fund’s shares as of the Close of Business on the Valuation Date, who are to become holders of shares of the Acquiring Fund as a result of the transactions contemplated by this Plan, certified by its transfer agent or its President or its Vice-President to the best of their knowledge and belief.

(3) All work papers and supporting statements related to ASC 740-10-25 (formerly, “Accounting for Uncertainty in Income Taxes,” FASB Interpretation No. 48, July 13, 2006) pertaining to the Acquired Fund.

(4) A statement of the earnings and profits of Acquired Fund for federal income tax purposes that will be carried over by Acquiring Fund as a result of Section 381 of the Code.

(e) The Board of Directors of the Corporation shall call, and the Corporation shall hold, a meeting of the Acquired Fund’s shareholders to consider and vote upon this Plan (the “Special Meeting”) and the Corporation shall take all other actions reasonably necessary to obtain approval of the transactions contemplated herein. The Corporation shall mail to each shareholder of record entitled to vote at the Special Meeting at which action on this Plan is to be considered, in sufficient time to comply with requirements as to notice thereof, a combined proxy statement and prospectus that complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations promulgated thereunder.

(f) At the Closing, the Corporation shall provide the statement of the assets and liabilities described in Section 4(d) of this Plan in conformity with the requirements described in such Section.

7. Obligations of the Corporation on behalf of the Acquiring Fund

The Corporation, on behalf of the Acquiring Fund, hereby covenants and agrees that:

(a) The shares of common stock of the Acquiring Fund to be issued (via conversion of Acquired Fund shares) pursuant to the terms of Section 1 hereof shall have been duly authorized as of the Closing and, when so issued, shall be registered under the 1933 Act, validly issued, and fully paid and non-assessable, and no shareholder of the Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof, other than any rights deemed to have been created pursuant to this Plan.

(b) The Corporation shall operate the business of the Acquiring Fund as presently conducted between the date hereof and the Closing.

(c) The Corporation shall file, by the date of the Closing, all of the Acquiring Fund’s federal and other Tax Returns required by law to be filed on or before such date and all federal and other taxes shown as due on said Returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such taxes.

(d) At the Closing, the Corporation shall provide the statement of assets and liabilities described in Section 5(c) of this Plan in conformity with the requirements described in such Section.

(e) The Corporation shall have filed with the Commission a registration statement relating to the shares of common stock of the Acquiring Fund issuable (via conversion of Acquired Fund shares) hereunder, and shall have used its best efforts to provide that such registration statement becomes effective as promptly as practicable. At the time such registration statement becomes effective, it (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the registration statement becomes effective, at the time of the Acquired Fund’s shareholders’ meeting, and at the Closing, the prospectus and statement of additional information included in the registration statement did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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Conditions Precedent to be Fulfilled by the Corporation on behalf of the

Acquired Fund

Unless waived, the obligations of the Corporation, on behalf of the Acquired Fund, to consummate this Plan and the Reorganization hereunder shall be subject to the following respective conditions:

(a) That (1) all the representations and warranties contained herein by the Corporation on behalf of the Acquiring Fund shall be true and correct in all material respects as of the Closing with the same effect as though made as of and at such date; (2) the performance of all obligations required by this Plan to be performed by the Corporation on behalf of the Acquiring Fund shall have been performed at or prior to the Closing; and (3) the Corporation on behalf of the Acquiring Fund shall have executed a certificate signed by the President or Vice-President and by the Secretary or equivalent officer to the foregoing effect.

(b) The Corporation on behalf of the Acquiring Fund shall provide a copy of the resolutions approving this Plan adopted by the Corporation’s Board of Directors, certified by the Secretary or equivalent officer.

(c) That the Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted nor threatened to institute any proceeding seeking to enjoin the consummation of the Reorganization contemplated hereby under Section 25(c) of the 1940 Act, and no other legal, administrative or other proceeding shall be instituted or threatened that would materially and adversely affect the financial condition of the Corporation, the Acquired Fund or the Acquiring Fund or would prohibit the transactions contemplated hereby.

(d) That this Plan and the Reorganization and the transactions contemplated hereby shall have been approved by the appropriate action of the shareholders of the Acquired Fund at an annual or special meeting or any adjournment thereof.

(e) That the Acquired Fund shall have declared on or prior to the Valuation Date, a dividend or dividends with a record and ex-dividend date on or prior to such Valuation Date that, together with all previous dividends, shall have the effect of distributing to its shareholders (A) all of Acquired Fund’s investment company taxable income for the taxable year ended prior to the date of Closing and substantially all of such investment company taxable income for the final taxable year ending with its complete liquidation (in each case determined without regard to any deductions for dividends paid), and (B) all of Acquired Fund’s net capital gain recognized in its taxable year ended prior to the date of Closing and substantially all of any such net capital gain recognized in such final taxable year (in each case after reduction for any capital loss carryover).

(f) That all required consents of other parties and all other consents, orders and permits of federal, state and local authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary “no-action” positions or exemptive orders from such federal and state authorities) to permit consummation of the transaction contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve risk of material adverse effect on the assets and properties of the Acquired Fund or the Acquiring Fund.

(g) That prior to or at the Closing, the Corporation, on behalf of the Acquired Fund, shall receive an opinion from Stradley Ronon Stevens & Young, LLP (“SRSY”) to the effect that, provided the acquisition contemplated hereby is carried out in accordance with the applicable laws of the State of Maryland, the terms of this Plan and in accordance with customary representations provided by the Corporation in certificates delivered to SRSY:

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(1) The conversion of the shares of the Acquired Fund into shares of the Acquiring Fund and the resulting transfer to the Acquiring Fund of all of the property, assets and goodwill of the Acquired Fund, and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Acquired Fund will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code;

(2) No gain or loss will be recognized by the Acquired Fund upon the transfer of all of its assets to, and the assumption of its liabilities by, the Acquiring Fund upon the conversion of the shares of the Acquired Fund into shares of the Acquiring Fund pursuant to Section 361(a) and Section 357(a) of the Code;

(3) No gain or loss will be recognized by the Acquiring Fund upon its receipt of all of the assets of, and its assumption of all of the liabilities of, the Acquired Fund upon the conversion of the shares of the Acquired Fund into shares of the Acquiring Fund pursuant to Section 1032(a) of the Code;

(4) No gain or loss will be recognized by the Acquired Fund upon the conversion of the shares of the Acquired Fund into shares of the Acquiring Fund pursuant to Section 361(c)(1) of the Code;

(5) The tax basis of the assets of the Acquired Fund received by the Acquiring Fund will be the same as the tax basis of these assets in the hands of the Acquired Fund immediately prior to the exchange pursuant to Section 362(b) of the Code;

(6) The holding periods of the assets of the Acquired Fund received by the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund pursuant to Section 1223(2) of the Code;

(7) No gain or loss will be recognized by the shareholders of the Acquired Fund upon the conversion of the shares of the Acquired Fund into shares of the Acquiring Fund (including fractional shares to which they may be entitled) pursuant to Section 354(a) of the Code;

(8) The aggregate tax basis of the Acquiring Fund shares to be received by each Acquired Fund shareholder (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the shares of the Acquired Fund converted therefor pursuant to Section 358(a)(1) of the Code;

(9) The holding period of the Acquiring Fund shares to be received by each Acquired Fund shareholders (including fractional shares to which they may be entitled) will include the holding period of the Acquired Fund shares converted in exchange therefor, provided that the shareholder held the Acquired Fund as a capital asset on the date of the Reorganization pursuant to Section 1223(l) of the Code; and

(10) The Acquiring Fund will succeed to and take into account as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the regulations issued by the United States Department of the Treasury (the “Treasury Regulations”)) the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.

The foregoing opinion may state that no opinion is expressed as to the effect of the Reorganization on the Acquired Fund, Acquiring Fund or any Acquired Fund Shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. Such opinion shall contain such limitations as shall be in the opinion of SRSY appropriate to render the opinions expressed therein. Notwithstanding anything herein to the contrary, Acquired Fund may not waive the conditions set forth in this Section 8(g).

D-9

(h) That the Corporation’s registration statement with respect to the shares of common stock of the Acquiring Fund to be delivered to the Acquired Fund’s shareholders in accordance with Section 1 hereof shall have become effective, and no stop order suspending the effectiveness of the registration statement or any amendment or supplement thereto, shall have been issued prior to the Closing or shall be in effect at the Closing, and no proceedings for the issuance of such an order shall be pending or threatened on that date.

(i) That the shares of common stock of the Acquiring Fund to be delivered in accordance with Section 1 hereof shall be eligible for sale by the Corporation with each state commission or agency with which such eligibility is required in order to permit the shares lawfully to be acquired by each Acquired Fund shareholder.

(j) That at the Closing, the Corporation, on behalf of the Acquired Fund, transfers to the Acquiring Fund aggregate Net Assets of the Acquired Fund comprising at least 90% in fair market value of the total net assets and 70% in fair market value of the total gross assets recorded on the books of the Acquired Fund at the Close of Business on the Valuation Date.

Conditions Precedent to be Fulfilled by the Corporation on behalf of the

Acquiring Fund

Unless waived, the obligations of the Corporation, on behalf of the Acquiring Fund, to consummate this Plan and the Reorganization hereunder shall be subject to the following respective conditions:

(a) That (1) all the necessary representations and warranties contained herein by the Corporation on behalf of the Acquired Fund shall be true and correct in all material respects as of the Closing with the same effect as though made as of and at such date; (2) the performance of all obligations required by this Plan to be performed by the Corporation on behalf of the Acquired Fund shall have been performed at or prior to the Closing; and (3) the Corporation on behalf of the Acquired Fund shall have executed a certificate signed by the President or Vice-President and by the Secretary or equivalent officer to the foregoing effect.

(b) The Corporation on behalf of the Acquired Fund shall provide a copy of the resolutions approving this Plan adopted by the Corporation’s Board of Directors, certified by the Secretary or equivalent officer.

(e) That the Acquired Fund shall have declared prior to the Valuation Date and paid before the date of the Closing, a dividend or dividends with a record and ex-dividend date on or prior to such Valuation Date that, together with all previous dividends, shall have the effect of distributing to its shareholders (A) all of Acquired Fund’s investment company taxable income (determined without regard to any deductions for dividends paid) for the taxable year ended prior to the Closing Date and substantially all of such investment company taxable income for the short taxable year beginning on the first day of its current taxable year and ending on the Closing Date, and (B) all of Acquired Fund’s net capital gain recognized in its taxable year ended prior to the Closing Date and substantially all of any such net capital gain recognized in such short taxable year (in each case after reduction for any capital loss carryover).

D-10

(g) That the Corporation’s registration statement with respect to the shares of common stock of the Acquiring Fund to be delivered to the Acquired Fund’s shareholders in accordance with Section 1 hereof shall have become effective, and no stop order suspending the effectiveness of the registration statement or any amendment or supplement thereto, shall have been issued prior to the Closing or shall be in effect at the Closing, and no proceedings for the issuance of such an order shall be pending or threatened on that date.

(h) That the shares of common stock of the Acquiring Fund to be delivered in accordance with Section 1 hereof shall be eligible for sale by the Corporation with each state commission or agency with which such eligibility is required in order to permit the shares lawfully to be acquired by each Acquired Fund shareholder.

(i) That at the Closing, the Corporation, on behalf of the Acquired Fund, transfers to the Acquiring Fund aggregate Net Assets of the Acquired Fund comprising at least 90% in fair market value of the total net assets and 70% in fair market value of the total gross assets recorded on the books of the Acquired Fund at the Close of Business on the Valuation Date.

(j) That the Corporation, on behalf of the Acquiring Fund, received an opinion pursuant to and as set forth in Section 8(g).

10.

Fees and Expenses

The expenses of entering into and carrying out the provisions of this Plan, whether or not consummated, shall be borne by Bridgeway Capital Management, Inc. (“BCM”) (except brokerage costs).

11.

Termination; Waiver; Order

(a) Anything contained in this Plan to the contrary notwithstanding, the Corporation may terminate this Plan and the Reorganization may be abandoned at any time (whether before or after adoption thereof by the shareholders of the Acquired Fund) prior to the Closing.

(b) If the transactions contemplated by this Plan have not been consummated by December 31, 2012, this Plan shall automatically terminate on that date, unless a later date is established by the Corporation.

(c) In the event of termination of this Plan pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of the Corporation, the Acquired Fund, the Acquiring Fund or its directors, officers, agents or shareholders in respect of this Plan.

(d) At any time prior to the Closing, any of the terms or conditions of this Plan may be waived by the Corporation (except as provided herein).

(e) The respective representations and warranties and obligations contained in Sections 4-8 hereof shall expire with, and be terminated by, the consummation of the Plan, and neither the Corporation, the Acquired Fund, the Acquiring Fund nor any of their respective officers, directors, agents or shareholders shall have any liability with respect to such representations and warranties or obligations after the Closing. This provision shall not protect any officer, director or agent against any liability for which such officer, director or agent would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties in the conduct of such office.

(f) If any order or orders of the Commission with respect to this Plan shall be issued prior to the Closing and shall impose any terms or conditions that are determined by action of the Board of Directors of the Corporation to be acceptable, such terms and conditions shall be binding as if a part of this Plan without further vote or approval of the shareholders of the Acquired Fund, unless such further vote is required by applicable law.

D-11

the Acquired Fund and the Acquiring Fund; (ii) any liability of the Corporation under this Plan with respect to the Acquiring Fund, or in connection with the transactions contemplated herein with respect to the Acquiring Fund, shall be discharged only out of the assets of the Acquiring Fund; (iii) any liability of the Corporation under this Plan with respect to the Acquired Fund, or in connection with the transactions contemplated herein with respect to the Acquired Fund, shall be discharged only out of the assets of the Acquired Fund; and (iv) no other series of the Corporation shall be liable with respect to this Plan or in connection with the transactions contemplated herein, and that neither the Corporation, the Acquired Fund nor the Acquiring Fund shall seek satisfaction of any such obligation or liability from the shareholders of any other series of the Corporation.

13. Final Tax Returns and Forms 1099 of the Acquired Fund

(a) After the Closing, the Corporation shall or shall cause its agents to prepare any federal, state or local Tax Returns, including any Forms 1099, required to be filed by the Corporation with respect to the Acquired Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall further cause such Tax Returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

(b) Any expenses incurred by the Corporation or the Acquired Fund (other than for payment of Taxes) in connection with the preparation and filing of said Tax Returns and Forms 1099 after the Closing, shall be borne by the Acquired Fund to the extent such expenses have been or should have been accrued by the Acquired Fund in the ordinary course without regard to the Reorganization contemplated by this Plan; any excess expenses shall be borne by BCM at the time such Tax Returns and Forms 1099 are prepared.

14.

Amendments

This Plan may only be amended in writing at the direction of the Board of Directors of the Corporation.

15. Governing Law

This Plan shall be governed by and carried out in accordance with the laws of the State of Maryland, without regard to its principles of conflicts of laws.

The Corporation has adopted this Plan of Reorganization and it shall be deemed effective, all as of the day and year first-above written.

Bridgeway Funds, Inc., on behalf of Aggressive Investors 1 Fund and Aggressive Investors 2 Fund

By__________________________________

Michael D. Mulcahy, President and Director

Acknowledged by Bridgeway Capital Management, Inc.

By________________________

Michael D. Mulcahy, President

Additional Information about the AI1 Fund

This Exhibit contains additional information regarding the Aggressive Investors 1 Fund (“AI1” or the “Fund”).

FUND SUMMARY: AGGRESSIVE INVESTORS 1 FUND

Investment Objective

The 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).

Principal Investment Strategies

The Fund invests in a diversified portfolio of common stocks of companies of any size that are listed on the New York Stock Exchange, the American Stock Exchange and NASDAQ. Bridgeway Capital Management, Inc. (the “Adviser”) selects stocks for the Fund using a proprietary statistically driven approach. The Fund seeks to achieve the risk objective by investing in stocks that the Adviser believes have a lower probability of price decline over the long term, though the stock price may be more volatile in the short term. The Fund may invest in stocks for which there is relatively low market liquidity, as periodically determined by the Adviser based on the stock’s trading volume. The Fund may also use aggressive investment techniques such as:

·	leveraging (borrowing up to 50% of its net assets from banks),

·	purchasing and selling futures and options on individual stocks and stock market indexes to increase or decrease the Fund’s exposure to stock market risk in order to attempt to maintain a more constant level of risk,

·	purchasing and selling financial or commodity futures and options to diversify risk,

·	entering into short-sale transactions (up to 20% of its total assets),

·	investing up to 20% of its total assets in a single company,

·	investing up to 15% of its total assets in foreign securities (as defined below), and

·	short-term trading (buying and selling the same security in less than a three-month timeframe).

The Fund sometimes invests in a smaller number of companies than many mutual funds.

The Fund may engage in active and frequent trading.

Principal Risks

Shareholders of the Fund are exposed to higher risk than the stock market as a whole and could lose money.

Since the Fund invests in companies of any size and because there are a larger number of small and less liquid companies that the Fund could invest in, the Fund may bear the short-term risk (volatility) associated with small companies, especially in the early stages of an economic or stock market downturn.

The Fund may also exhibit higher volatility due to the use of aggressive investment techniques including futures, options, and leverage. Futures and options may not always be successful hedges, and their prices can be highly volatile. They may not always successfully manage risk. Using futures and options could lower a Fund’s total return, and the potential loss from the use of futures can exceed a Fund’s initial investment in such contracts. Leverage created from borrowing may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase volatility or otherwise not achieve its intended objective.

Investments in foreign securities can be more volatile than investments in U.S. securities.

Individual short-sale positions can theoretically expose shareholders to unlimited loss on such positions, although the Adviser seeks to mitigate this potential loss by limiting a single short-sale position to 2.5% of the Fund’s net assets at the time of opening the position.

A higher portfolio turnover rate increases transaction costs and as a result may adversely impact the Fund’s performance and may increase share price volatility. Moreover, a higher portfolio turnover rate may result in higher taxes when Fund shares are held in a taxable account.

The Fund may invest in a smaller number of companies, which will likely add to Fund volatility.

Performance

The bar chart and table below provide an indication of the risk of investing in the Fund. The bar chart shows how the Fund’s performance has varied on a calendar year basis. The table shows how the Fund’s average annual returns

for various periods compare with those of a broad measure of market performance. In addition, the Fund’s performance is compared to the Russell 2000® Index, an unmanaged, market value weighted index, which measures the performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. This information is based on past performance. Past performance (before and after taxes) does not guarantee future results. Updated performance information is available on the Fund’s website at www.bridgeway.com or by calling 800-661-3550.

Aggressive Investors 1 Fund

Year by Year % Returns as of 12/31 of Each Year-

[INSERT BAR CHART]

-11.20%	-18.01%	53.97%	12.21%	14.93%	7.11%	25.80%	-56.16%	23.98%	17.82%
2001	2002	2003	2004	2005	2006	2007	2008	2009	2010

Return from 1/1/11 through 9/30/11 was -20.96%.

	Quarter	Total Return
Best Quarter:	Q2 03	28.34%
Worst Quarter:	Q4 08	-32.80%

Average Annual Total Returns (For the periods ended 12/31/10)

	1 Year	5 Years	10 Years
Return Before Taxes	17.82%	(2.91%)	2.24%
Return After Taxes on Distributions(1)	17.20%	(3.82%)	1.58%
Return After Taxes on Distributions and Sale of Fund Shares(1)	11.78%	(2.25%)	2.04%
S&P 500® Index (reflects no deductions for fees, expenses or taxes)	15.06%	2.29%	1.41%
Russell 2000® Index (reflects no deductions for fees, expenses or taxes)	26.85%	4.47%	6.33%

1 After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement plans.

Management of the Fund

Investment Adviser: Bridgeway Capital Management, Inc.

Portfolio Manager(s): The Fund is team managed by the Adviser’s investment management team.

Name	Title	Length of Service
John Montgomery	Investment management team leader	Since Fund inception
Elena Khoziaeva	Investment management team member	Since 2005
Michael Whipple	Investment management team member	Since 2005
Rasool Shaik	Investment management team member	Since 2007

Purchase and Sale of Fund Shares

To open and maintain an account*	$2,000
Additional purchases*	$50 by systematic purchase plan $100 by check, exchange, wire, or electronic bank transfer (other than systematic purchase plan)

*some retirement plans may have lower minimum initial investments.

In general, you can buy or sell (redeem) shares of the Fund by mail, wire or telephone on any business day.

Tax Information

The Fund intends to make distributions that may be taxed to you as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account. Withdrawals from such tax-deferred arrangements may be taxed at a later date.

Financial Intermediary Compensation

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for providing shareholder services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary to recommend the Fund over another investment. Ask your broker/dealer or other intermediary or visit your financial intermediary’s website for more information.

ADDITIONAL FUND INFORMATION

Investment Objective

The following investment objectives may be changed by the Board of Directors without shareholder approval. A Fund will notify shareholders at least 60 days prior to any change in its investment objective. The 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).

Principal Investment Strategies

The Aggressive Investors 1 Fund invests in a diversified portfolio of common stocks of companies of any size that are listed on the New York Stock Exchange, the American Stock Exchange and NASDAQ. The Adviser selects stocks for the Fund using a proprietary statistically driven approach that spans various investment styles including both “growth” and “value.” Value stocks are those the Adviser believes are priced cheaply relative to some financial measures of worth. Growth stocks are those the Adviser believes have above average prospects for economic growth. The Fund seeks to achieve the risk objective by investing in stocks that the Adviser believes have a lower probability of price decline over the long term, though the stock price may be more volatile in the short term. The Fund may engage in active and frequent trading, which could result in higher trading costs, lower investment performance, and for shareholders in taxable accounts, a higher tax burden than less actively managed funds. The Fund may invest in stocks for which there is relatively low market liquidity, as periodically determined by the Adviser based on the stock’s trading volume. The Fund may also use aggressive investment techniques such as:

·	leveraging (borrowing up to 50% of its net assets from banks),

·	purchasing and selling futures and options on individual stocks and stock market indexes to increase or decrease the Fund’s exposure to stock market risk in order to attempt to maintain a more constant level of risk,

·	purchasing and selling financial or commodity futures and options to diversify risk,

·	entering into short-sale transactions (up to 20% of its total assets),

·	investing up to 20% of its total assets in a single company,

·	investing up to 15% of its total assets in foreign securities (as defined below), and

·	short-term trading (buying and selling the same security in less than a three-month timeframe).

For purposes of the Fund’s investments, “foreign securities” means those securities issued by companies: (i) that are domiciled in a country other than the U.S.; and (ii) that derive 50% or more of their total revenue from activities outside of the U.S. The Fund sometimes invests in a smaller number of companies than many mutual funds. Based on ending data from the last five fiscal years, the number of companies in the Fund has been between 57 and 86. The top ten stocks have sometimes accounted for approximately half of Fund net assets. It would not be unusual for one or two stocks each to represent 5% to 10% or more of Fund holdings.

Who Should Invest: The Adviser believes that this Fund is more appropriate as a long-term investment (at least five years, but ideally ten years or more) for shareholders who can accommodate high short-term price volatility. It may also be appropriate as a diversifier (a method of spreading risk) of other investments. It is not an appropriate investment for short-term investors, those trying to time the market, or those who would panic during a major market or Fund correction.

Fund Closing Commitment: This Fund was closed to new investors on November 21, 2001 when net assets reached $275 million and re-opened to all investors on January 14, 2011. There is no assurance that this Fund will remain open to new investment should assets increase to the point where the Adviser believes the investment strategy could be constrained.

Temporary Investments

The Fund generally will be fully invested in accordance with its objective and strategies. However, the Fund may invest without limit in cash or money market cash equivalents pending investment of cash balances or in anticipation of possible redemptions. The use of temporary investments therefore is not a principal strategy as it prevents the Fund from fully pursuing its investment objective, and the Fund may miss potential market upswings.

MANAGEMENT OF THE FUND

The Board of Directors of Bridgeway Funds oversees the Fund’s management, decides on matters of general policy and reviews the activities of the Fund’s Adviser. Bridgeway Capital Management, Inc., 20 Greenway Plaza, Suite 450, Houston, Texas 77046, acts as the investment adviser (the “Adviser”) to the Fund pursuant to a Management Agreement approved by the Board of Directors. A discussion regarding the basis for the Board of Directors approving the Management Agreement for the Fund is available in the Fund’s annual report to shareholders for the fiscal year ended June 30, 2011.

The Adviser is responsible for the investment and reinvestment of the Fund’s assets and provides personnel and certain administrative services for operation of the Fund’s daily business affairs. It formulates and implements a continuous investment program for the Fund consistent with its investment objectives, policies and restrictions. The Fund has a management fee that is comprised of a base fee which is applied to average annual net assets, and a performance fee adjustment, which depends on performance relative to a market index over the last 5 years, and is applied to average net assets over this performance period. As a result, management fees expressed as a percentage of net assets are a function of both current and historic net assets.

Performance –based fees range from 0.20% to 1.60%. This range assumes current assets equal average assets over the performance period. However, the performance-based fee adjustments are calculated based on the Fund’s average daily net assets over the most recent five-year performance period ending on the last day of the quarter. If stated in terms of current year net assets the effective performance fee rate can be less than or higher than this fee range. The Adviser seeks to protect shareholders from much higher than expected management fees that could result from this formula by contractually agreeing to expense limitations on the Fund.

For the fiscal year ended June 30, 2011, the Adviser received an investment management fee (as a percentage of the average daily net assets of the Fund) after taking into account any applicable management fee waivers and performance fee adjustments, of (0.76%). The management fee for the Fund for the fiscal year ending June 30, 2011 is negative due to its negative performance adjustment of the investment management fee under its performance-based management fee structure.

The Adviser, pursuant to its Management Agreement with the Fund, is contractually obligated to waive fees and/or pay Fund expenses, if necessary, to ensure that net expenses do not exceed a fiscal year expense ratio of 0.84% for the Fund (the “Expense Cap”). Any material change to the Expense Cap would require a vote by shareholders of the applicable Fund.

Please see the SAI of the Fund for more detail on the management fee calculation.

How Are the Actively Managed Funds Managed?

The Adviser uses multiple statistically driven models to make investment decisions. As an actively managed Fund, these models were originally developed by the Adviser and are maintained by the Investment Management Team. Although the models are proprietary, some information may be shared for the investor’s understanding:

The Adviser uses multiple, multi-factor models to manage the Funds. The Adviser looks at stocks from a variety of different perspectives using different models seeking to “dampen” some of the volatility inherent in each model and style. A confluence of favorable factors within a single model results in a stock being included as a model “buy.”

The Adviser is extremely disciplined in following the models. The Adviser resists overriding the models with qualitative or subjective data. The Adviser relies heavily on statistics and the discipline of the process.

The Adviser does not talk to company management or Wall Street analysts for investment ideas. Examples of model inputs include timely, publicly available financial and technical data from objective sources, thus avoiding the emotions or biases of third parties.

The Adviser never times the market or incorporates macro-economic prognostication.

The Adviser seeks to avoid bad data. The Adviser seeks to “tip the scales” in the Fund’s favor by seeking to verify, where possible and within time constraints, the quality of data input to the models.

Who is the Investment Management Team?

Investment decisions for the Fund are based on statistically driven models run by the Investment Management Team. These models can apply to multiple funds. Therefore, the Investment Management Team is organized across two dimensions—models and funds. First, each team member is trained on a set of statistically driven models, and each model has a primary and secondary “practitioner.” Second, each team member is assigned one or more funds for which he or she is responsible for such things as cash flow management, tax management, and risk management. Procedures are documented to the degree that, theoretically, any one of the team members could manage a given model or fund. Roles and responsibilities rotate across models and funds to build team depth and skills. Modeling research is designed, presented, and scrutinized at the team level.

Collectively, the following individuals are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio:

John Montgomery is the investment management team leader and lead portfolio manager for the Fund and has held that position since the Fund’s inception. John founded the Adviser in 1993. He holds a BA in Engineering and Philosophy from Swarthmore College and graduate degrees from MIT and Harvard Business School.

Elena Khoziaeva, CFA, is an investment management team member and began working at the Adviser in 1998. Her responsibilities include portfolio management, investment research, and statistical modeling. Elena earned a Bachelor of Economic Sciences degree from Belarussian State Economic University in Minsk and graduated with highest honors from the University of Houston with an MBA in accounting.

Michael Whipple, CFA, is an investment management team member and began working at the Adviser in 2002. His responsibilities include portfolio management, investment research, and statistical modeling. He holds a BS in Accountancy and Finance from Miami University in Ohio. A Certified Public Accountant and Certified Internal Auditor, Michael worked in auditing from 1993 to 2000 before attending the University of Chicago Booth School of Business from 2000 to 2002, where he earned his MBA.

Rasool Shaik, CFA, is an investment management team member and began working for the Adviser in 2006 after earning an MBA with Honors from the University of Chicago Booth School of Business, which he attended from 2004 to 2006. His responsibilities include portfolio management, investment research, and statistical modeling. He holds a BS in Engineering from Indian Institute of Technology (IIT) Bombay, India and an MS in Engineering from Michigan Technological University, Houghton, Michigan. Prior to business school, from 1997 to 2004, Rasool developed software algorithms to manage complex supply chains.

Additional Information About Investment Management Team Members. The Bridgeway Funds’ SAI provides information about the actual compensation of Mr. Montgomery. The SAI also provides information about the compensation structure of the Investment Management Team Members, ownership in each Bridgeway Fund and other accounts managed by the Investment Management Team Members.

Who is Bridgeway Capital Management?

Bridgeway Capital Management, Inc., a Texas corporation, was incorporated in 1993. The Adviser offers competitively priced, expertly designed investment building blocks to selected institutions and advisors. Statistically driven and grounded in academic theory, the Adviser’s disciplined investment process reflects our passion for logic, data and evidence. Putting investors’ interests first at all times is a hallmark of the firm’s unique culture and core business values of integrity, performance, cost efficiency, and service. Committed to community impact, the Adviser donates 50% of its investment advisory fee profits to non-profit organizations.

Both Bridgeway Funds and the Adviser are committed to a mission statement that places integrity above every other business value. Due to actual or perceived conflicts of interest, neither Bridgeway Funds nor the Adviser:



takes part in directed brokerage arrangements,



participates in any soft dollar arrangements, or



has a brokerage relationship with any affiliated organization.

Code of Ethics

Pursuant to Rule 17j-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), Bridgeway Funds and the Adviser have adopted a Code of Ethics that applies to the personal trading activities of their staff members.

Fund managers are encouraged to invest in shares of the Bridgeway Funds and are not allowed to purchase shares of equity securities that the Funds might also potentially own. Other staff, Officers, and Directors of Bridgeway Funds and the Adviser are also encouraged to own shares of the Bridgeway Funds and may only trade shares of equity securities within stringent guidelines contained in the Code of Ethics.

Copies of the Code of Ethics may be obtained from our website under Forms & Literature. Any shareholder or potential shareholder who feels that a policy, action, or investment of the Funds or the Adviser either does compromise or may compromise the highest standards of integrity is encouraged to contact Bridgeway Funds.

SHAREHOLDER INFORMATION

Net Asset Value (NAV)

The net asset value (“NAV”) per share of the Fund is the value of the Fund’s investments plus other assets, less its liabilities, divided by the number of Fund shares outstanding. In determining the NAV, the Fund’s assets are valued primarily on the basis of market quotations. In cases of trading halts or in other circumstances when quotations are not readily available for a particular security, the fair value of the security will be determined based on procedures established by the Board of Directors. Specifically, if a market value is not available for a security, the security will be valued at fair value as determined in good faith by or under the direction of the Board of Directors. The valuation assigned to a fair valued security for purposes of calculating a Fund’s NAV may differ from the security’s most recent closing market price and from the prices used by other mutual funds to calculate their NAVs.

Because the Fund charges no sales loads, the price you pay for shares is the Fund’s NAV. The Fund is open for business every day the NYSE is open. Every buy or sell order you place in the proper form will be processed at the next NAV calculated after your order has been received. The NAV is calculated for the Fund at the end of regular trading on the NYSE on business days, usually 4:00 p.m. Eastern time. If the NYSE begins an after-hours trading session, the Board of Directors will set closing price procedures. Mutual fund marketplaces and members of the National Securities Clearing Corporation (“NSCC”) may have an earlier cut-off time for pricing a transaction. Foreign markets may be open on days when U.S. markets are closed; therefore, the value of foreign securities owned by the Fund could change on days when you cannot buy or sell Fund shares. The NAV of the Fund, however, will only change when it is calculated at the NYSE daily close.

Rule 12b-1 and Shareholder Services Fees

On October 15, 1996, Bridgeway Funds’ shareholders approved a 12b-1 Plan that permitted the Adviser to pay up to 0.25% of each Fund’s average daily assets for sales and distribution of Bridgeway Funds shares. In this plan, the Adviser agreed to pay directly all distribution costs associated with Class N shares, which is currently the only class of shares outstanding. This plan has been re-approved each year by the Board of Directors, including a majority of those Directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act.

On October 1, 2003, Bridgeway Funds’ shareholders approved modification of the 12b-1 Plan to permit selected Bridgeway Funds to add additional classes of Fund shares with a maximum 0.25% 12b-1 fee. This fee is payable by shareholders who purchase Fund shares through distribution channels that charge distribution and account servicing fees versus “no or low cost” alternatives. Currently, there are no classes of Fund shares subject to this 12b-1 fee.

Policy Regarding Excessive or Short-Term Trading of Fund Shares

The Board of Directors of the Fund has adopted and implemented policies and procedures to detect, discourage and prevent short-term or frequent trading (often described as “market timing”) in the Fund.

The Fund is not designed for professional market timing organizations, individuals, or entities using programmed or frequent exchanges or trades. Frequent exchanges or trades may be disruptive to the management of the Fund and can raise its expenses. The Fund reserve the right to reject or restrict any specific purchase and exchange request with respect to market timers and reserves the right to determine, in its sole discretion, that an individual, group or entity is or has acted as a market timer.

Although there is no generally applied standard in the marketplace as to what level of trading activity is excessive, the Fund may consider the following activities to be excessive trading:

·	The sale or exchange of shares within a short period of time after the shares were purchased;

·	A series of transactions indicative of an excessive trading pattern or strategy; or

·	The Fund reasonably believes that a shareholder or person has engaged in such practices in connection with other Bridgeway Funds.

The Fund may be more or less affected by short-term trading in Fund shares, depending on various factors such as the size of the Fund, the amount of assets the Fund typically maintains in cash or cash equivalents, the dollar amount, number, and frequency of trades in Fund shares and other factors. Short-term and excessive trading of Fund shares may present various risks to the Fund, including:

·	potential dilution in the value of Fund shares,

·	interference with the efficient management of the Fund’s portfolio, and

·	increased brokerage and other transaction costs.

The Fund may invest in equities that have low liquidity and therefore may be more susceptible to these risks.

The Fund currently monitors trade activity to reduce the risk of market timing.

When a pattern of short-term or excessive trading activity or other trading activity deemed harmful or disruptive to the Fund by an investor is detected, the Adviser may prohibit that investor from future purchases in the Fund or limit or terminate the investor’s exchange privilege. The detection of these patterns and the banning of further trading are inherently subjective and therefore involve some selectivity in their application. The Adviser seeks to make such determinations in a manner consistent with the interests of the Fund’s long-term shareholders.

There is no assurance that these policies and procedures will be effective in limiting short-term and excessive trading in all cases. For example, the Adviser may not be able to effectively monitor, detect or limit short-term or excessive trading by underlying shareholders that occurs through omnibus accounts maintained by broker-dealers or other financial intermediaries (see discussion below).

Market timing through financial intermediaries. Shareholders are subject to the Fund’s policy prohibiting frequent trading or market timing regardless of whether they invest directly with the Fund or indirectly through a financial intermediary such as a broker-dealer, a bank, an investment adviser or an administrator or trustee of a 401(k) retirement plan that maintains an omnibus account with the Fund for trading on behalf of its customers. To the extent required by applicable regulation, the Fund (or an agent of the Fund) enters into agreements with financial intermediaries under which the intermediaries agree to provide information about Fund share transactions effected through the financial intermediary. While the Fund (or an agent of the Fund) monitors accounts of financial intermediaries and will encourage financial intermediaries to apply the Fund’s policy prohibiting frequent trading or market timing to their customers who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading activity, enforce the Fund’s policy prohibiting frequent trading or enforce any applicable redemption fee with respect to customers of financial intermediaries. Certain financial intermediaries may be limited with respect to their monitoring systems and/or their ability to provide sufficient information from which to detect patterns of frequent trading potentially harmful to a Fund. For example, should it occur, the Fund may not be able to detect frequent trading or market timing that may be facilitated by financial intermediaries or it may be more difficult to identify in the omnibus accounts used by those intermediaries for aggregated purchases, exchanges and redemptions on behalf of all their customers. In certain circumstances, financial intermediaries such as 401(k) plan providers may not have the technical capability to apply the Fund’s policy prohibiting frequent trading to their customers. Reasonable efforts will be made to identify the financial intermediary customer engaging in frequent trading. Transactions placed through the same financial intermediary that violate the policy prohibiting frequent trading may be deemed part of a group for purposes of the Fund’s policy and may be rejected in whole or in part by the Fund. However, there can be no assurance that the Fund will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance. Finally, it is important to note that shareholders who invest through omnibus accounts also may be subject to the policies and procedures of their financial intermediaries with respect to short-term and excessive trading in the Funds.

Revenue Sharing

The Adviser, from its own resources, may make payments to financial service agents as compensation for access to platforms or programs that facilitate the sale or distribution of mutual fund shares, and for related services provided in connection with such platforms and programs. These payments would be in addition to any other payments described in this prospectus. The amount of the payment may be different for different agents. These additional payments may include amounts that are sometimes referred to as “revenue sharing” payments. These payments may create an incentive for the recipient to recommend or sell shares of the Fund to you. The Board of Directors of the Fund will monitor these revenue sharing arrangements as well as the payment of management fees paid by the Fund to ensure that the levels of such management fees do not involve the indirect use of the Fund’s assets to pay for marketing, promotional or related services. Because revenue sharing payments are paid by the Adviser, and not from the Fund’s assets, the amount of any revenue sharing payments is determined by the Adviser.

Please contact your financial intermediary for details about additional payments it may receive and any potential conflicts of interest. Notwithstanding the payments described above, the Adviser is prohibited from considering a broker-dealer’s sale of Fund shares in selecting such broker-dealer for the execution of Fund portfolio transactions, except as may be specifically permitted by law. Also notwithstanding these arrangements, the Adviser routinely declines to participate in the most expensive “no-transaction fee” arrangements and is therefore excluded from participation in some of the highest profile “pay to play” distribution arrangements.

Purchasing Shares

You may purchase shares using one of the options described below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all of the required information requested in the current account application, your purchase order will not be processed. Additionally, federal law requires that the Fund verify and record your identifying information. The minimum initial investment in any Fund is $2,000, the subsequent investment minimum is $100 and the systematic purchase plan minimum is $50. However, some retirement plans may have lower minimum initial investments.

Directly From the Funds

Buying Shares. You can purchase shares directly from the Fund by either completing an application online at www.bridgeway.com or by completing and submitting an application, which can be obtained on our website, or by calling 800-661-3550. All investments must be made by check, ACH or wire. All checks must be made payable in U.S. dollars and drawn on U.S. financial institutions. The Fund does not accept purchases made by cash or cash equivalents (for example, money order, traveler’s check, starter check or credit card check).

Checks. Checks must be made payable to “Bridgeway Funds.”

Automated Clearing House (ACH). You may purchase additional shares through an electronic transfer of money from a checking or savings account. The ACH service will automatically debit your pre-designated bank account for the desired amount. There is a limit of $25,000 on ACH purchases.

Wires. Call to notify us of your incoming wire and request wiring instructions. Instruct your U.S. financial institution with whom you have an account to make a Federal Funds wire payment to the Fund. Your financial institution may charge a fee for this service.

From Fund Marketplaces

Shareholders may purchase and redeem Fund shares through selected mutual fund marketplaces. Check with your marketplace for availability. Many Fund investors prefer investing with marketplaces for the range of investment alternatives and statement consolidation. Account minimums and other terms and conditions may apply. Check with each marketplace for a more complete list of fees that you may incur.

From Financial Service Organizations. You may purchase shares of the Fund through participating brokers, dealers, and other financial professionals. Simply call your investment professional to make your purchase. If you are a client of a securities broker or other financial organization, you should note that such organizations may charge a separate fee for administrative services in connection with investments in Fund shares and may impose account minimums and other requirements. These fees and requirements are in addition to those imposed by the Fund. If you are investing through a securities broker or other financial organization, please refer to its program materials for any additional special provisions or conditions that may be different from those described in this prospectus (for example, some or all of the services and privileges described may not be available to you).

Account Requirements


Type of Account		Requirement
Individual, Sole Proprietorship and Joint Accounts. Individual accounts are owned by one person, as are sole proprietorship accounts. Joint accounts have two or more owners (tenants).		Instructions must be signed by all persons exactly as their names appear on the account.
Gifts or Transfers to a Minor (UGMA, UTMA) These custodial accounts provide a way to give money to a child and obtain tax benefits.		Depending on state laws, you can set up a custodial account under the UGMA or the UTMA. The custodian must sign instructions in a manner indicating custodial capacity.
Business Entities		Submit a secretary’s (or similar) certificate covering incumbency and authority.
Trusts		The trust must be established before an account can be opened. Provide the first and signature pages from the trust document identifying the trustees.

Investment Procedures


How to Open an Account		How to Add to Your Account
By check Obtain an application by mail, fax or from our website. Complete the application and any other required documentation. Mail your application and any other documents and your check.		By check Complete an investment slip from a confirmation statement or write us a letter. Write your account number and Fund on your check. Mail the slip or letter and your check.
By wire Obtain an application by mail, fax or from our website. Complete the application and any other required documentation. Call us to fax the completed application and documentation. We will open the account and assign an account number. Instruct your bank to wire your money to us. Mail us your original application and any other documentation.		By wire Call to notify us of your incoming wire and request wiring instructions. Note your fund and account number in the memo portion of your wire request. Instruct your bank to wire your money to us.


Online Logon to our website www.bridgeway.com. Click the link “How to Invest” then “Open an Account Online.” Complete the online steps. We will electronically debit your purchase from your selected financial institution account.		Online Logon to our website www.bridgeway.com. Click the link “Shareholder Login.” Login to your account. Follow the online steps. We will electronically debit your purchase from your selected financial institution. By automatic monthly ACH payment Set-up can be done during the new account application process. Online after logging on to your account under the link “Account Options.” Write us to request an ACH providing us with your fund account number, dollar amount of the ACH, day of month you want the transaction to be processed on along with the bank name, address, ABA and account number, and type of banking account the funds will be drawn from.

Canceled or Failed Payments. The Fund accepts checks and ACH transfers at full value subject to collections. If your payment for shares is not received or you pay with a check or ACH transfer that does not clear, your purchase will be canceled. You will be responsible for any losses or expenses incurred by the Fund or the transfer agent, and the Fund may redeem shares you own in the account as reimbursement. The Fund and its agents have the right to reject or cancel any purchase, exchange or redemption request due to nonpayment.

Rejection of Purchase Orders. The Fund reserves the right to refuse purchase orders for any reason. For example, the Fund may reject purchase orders for very small accounts (e.g., accounts comprised of only one share of a Fund) as well as for reasons that the Adviser feels will adversely affect its ability to manage the Fund effectively.

Redeeming Shares

Selling Shares. The Fund processes redemption orders promptly, and you will generally receive redemption proceeds within a week. Delays of up to 7 days may occur in cases of very large redemptions, excessive trading or during unusual market conditions. If the Fund has not collected payment for the shares you are selling, however, it may delay sending redemption proceeds for up to 15 calendar days.

How to Sell Shares from Your Account

By Mail:

Prepare a written request including:

·	Your name(s) and signature(s)

·	Your account number

·	The Fund name

·	The dollar amount or number of shares you want to sell

·	How to send your proceeds (by check, wire* or ACH*)

·	Obtain a Medallion signature guarantee (See “Medallion Signature Guarantee Requirements”)

·	Obtain other documentation (See “Medallion Signature Guarantee Requirements”)

·	Mail your request and documentation

By Telephone:

·	Call us with your request (unless you declined telephone privileges on your account application)

Provide the following information:

·	Exact name(s) in which the account is registered

·	Your account number

·	Additional form of identification

·	You may be responsible for any unauthorized telephone order, as long as the transfer agent takes reasonable measures to verify that the order is genuine.

Online:

·	Logon to our website www.bridgeway.com.

·	Click the link “Shareholder Login.”

·	Login to your account.

·	Follow the online steps.

*Wire or ACH Redemptions. You may have your redemption proceeds sent by wire or ACH to you if you provided bank account information on your account application. Additional fees may apply for a Fedwire.

Medallion Signature Guarantee Requirements. To protect you and the Fund against fraud, certain redemption options will require a Medallion signature guarantee. A signature guarantee verifies the authenticity of your signature. You can obtain one from most banking institutions or securities brokers, but not from a notary public. The Fund and the transfer agent will need written instructions signed by all registered owners, with a Medallion signature guarantee for each owner, for any of the following:

·	Redemptions greater than $100,000 or more.

·	Changes to a shareholder’s record name.

·	Check redemption from an account for which the address or account registration has changed within the last 30 days.

·	Sending redemption and distribution proceeds to any person, address or financial institution account not on record.

·	Sending redemption and distribution proceeds to an account with a different registration (name or ownership) from your account.

·	Adding or changing ACH or wire instructions, telephone redemption or exchange options.

·	The Fund and the transfer agent reserve the right to require a Medallion signature guarantee(s) on all redemptions.

Redemption of Very Small Accounts. In order to reduce Fund expenses, the Board of Directors is authorized to cause the redemption of all of the shares of any shareholder whose account has declined to a value of less than $1,000 as a result of a transfer or redemption. For accounts that are valued at less than $1,000, the Fund or its representative may give shareholders 60 days prior written notice in which to purchase sufficient shares to avoid such redemption.

Redemption of Very Large Accounts. While a shareholder may redeem at any time without notice, it is important for Fund operations that you call Bridgeway Funds at least a week before you redeem an amount of $250,000 or more. We must consider the interests of all Fund shareholders and reserve the right to delay delivery of your redemption proceeds—up to seven days—if the amount will disrupt the Fund’s operation or performance. If your redemptions total more than $250,000 or 1% of the net assets of the Fund within any 90-day period, the Fund reserves the right to pay part or all of the redemption proceeds above $250,000 in kind (i.e., in securities, rather than in cash). Redemptions in kind may, at the Adviser’s option and where requested by a shareholder, be made for redemptions less than $250,000. If payment is made in kind, you may incur brokerage commissions if you elect to sell the securities for cash.

Exchanging Shares

Exchange Privileges. You may sell your Fund shares and buy shares of another Bridgeway Fund, also known as an exchange, by telephone or in writing, unless you declined telephone privileges on your account application. For a list of Funds available for exchange, please consult this prospectus or our website, www.bridgeway.com or call Bridgeway Funds at 800-661-3550. Exchange purchases are subject to the same minimum and subsequent investment levels as new accounts and to fund closing commitments. Because exchanges are treated as a sale and purchase, they may have tax consequences.

You may exchange only between identically registered accounts (name(s), address and taxpayer ID number). You may be responsible for any unauthorized telephone order as long as the transfer agent takes reasonable measures to verify that the order is genuine.

How to Exchange Shares from Your Account

By Mail:

Prepare a written request including:

·	Your name(s) and signature(s)

·	Your account number

·	The Fund names you are exchanging

·	The dollar amount or number of shares you want to sell (and exchange)

·	Mail your request and documentation

By Telephone:

·	Call us with your request (unless you declined telephone authorization privileges on your account application)

Provide the following information:

·	Your account number

·	Exact name(s) in which the account is registered

·	Additional form of identification

Online:

·	Logon to our website www.bridgeway.com.

·	Click the link “Shareholder Login.”

·	Login to your account.

·	Follow the online steps.

Miscellaneous Information

Retirement Accounts. The Fund offers IRA accounts including traditional and Roth IRAs. Fund shares may also be an appropriate investment for other retirement plans. Before investing in any IRA or other retirement plan, you should consult your tax adviser. Whenever making an investment in an IRA, be sure to indicate the year for which the contribution is made.

Tax-Sheltered Retirement Plans. Shares of the Fund may be purchased for various types of retirement plans, including IRAs. For more complete information, contact Bridgeway Funds or the marketplaces previously described.

Lost Accounts. The transfer agent will consider your account lost if correspondence to your address of record is returned as undeliverable on more than two consecutive occasions, unless the transfer agent determines your new address. When an account is “lost,” all distributions on the account will be reinvested in additional Fund shares. In addition, the amount of any outstanding checks (unpaid for six months or more) or checks that have been returned to the transfer agent will be reinvested at the then-current NAV and the checks will be canceled. However, checks will not be reinvested into accounts with a zero balance.

Also, when your account is opened, if no activity occurs in the account within the time period specified by applicable state law, your property may be transferred to the appropriate state.

Householding. To reduce expenses, we may mail only one copy of the Fund’s prospectus, each annual and semi-annual report, and other shareholder communications to those addresses shared by two or more accounts. If you wish to receive additional copies of these documents, please call us at 800-661-3550 (or contact your financial institution). We will begin sending you individual copies thirty days after receiving your request.

Dividends, Distributions and Taxes

The Fund intends to qualify each year as a regulated investment company under the Internal Revenue Code. As a regulated investment company, it generally will pay no federal income tax on the income and gains it distributes to you. The Fund pays dividends from net investment income and distributes realized capital gains annually, usually in December. The Fund occasionally may be required to make supplemental distributions at some other time during the year. All dividends and distributions in full and fractional shares of the Fund will generally be reinvested in additional shares on the day that the dividend or distribution is paid at the next determined NAV. A direct shareholder may submit a written request to pay the dividend and/or the capital gains distribution to the shareholder in cash. Shareholders at fund marketplaces should contact the marketplace about their rules.

The amount of any distribution will vary, and there is no guarantee the Fund will pay either an income dividend or a capital gain distribution. At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in value of portfolio securities held by the Fund. For taxable investors, a subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. For example, if you buy 500 shares in the Fund on December 15th at the Fund’s current NAV of $10 per share, and the Fund makes a capital gain distribution on December 16th of $1 per share, your shares will then have an NAV of $9 per share (disregarding any change in the Fund’s market value), and you will have to pay a tax on what is essentially a return of your investment of $1 per share. This tax treatment is required even if you reinvest the $1 per share capital gain distribution in additional Fund shares. This is known as “buying a dividend.”

How Distributions Are Taxed. The tax information in this prospectus is provided as general information. You should contact your tax adviser about the federal and state tax consequences of an investment in the Fund.

In general, if you are a taxable investor in a taxable account, Fund distributions are taxable to you as ordinary income, capital gains or some combination of both. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. Distributions declared in December to shareholders of record in such month but paid in January are taxable as if they were paid in December. Each year, the Fund will send you an annual statement (Form 1099) of your account activity to assist you in completing your federal, state and local tax returns. Prior to issuing your statement, the Fund makes every effort to search for reclassified income to reduce the number of corrected forms mailed to shareholders. However, when necessary, the Fund will send you a corrected Form 1099 to reflect reclassified information.

For federal income tax purposes, Fund distributions of short-term capital gains are taxable to you as ordinary income. Fund distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your shares. With respect to taxable years beginning before January 1, 2013, unless such provision is extended or made permanent, a portion of income dividends designated by the Fund may be qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met.

How Transactions Are Taxed. When you sell or redeem your Fund shares, you will generally realize a capital gain or loss. For tax purposes, an exchange of your Fund shares for shares of a different Bridgeway Fund is the same as a sale. Beginning with the 2012 calendar year, the Fund will be required to report to you and the IRS annually on Form 1099-B not only the gross proceeds of Fund shares you sell or redeem but also their cost basis for shares purchased or acquired on or after January 1, 2012. Cost basis will be calculated using the Fund’s default method, unless you instruct the Fund to use a different calculation method. Shareholders should carefully review the cost basis information provided by the Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If your account is held by your representative (financial advisor or other broker), please contact that representative with respect to reporting of cost basis and available elections for your account. Tax-advantaged retirement accounts will not be affected. Additional information and updates regarding cost basis reporting and available shareholder elections will be on Bridgeway’s website at www.bridgeway.com as the information becomes available.

Backup Withholding. By law, if you do not provide the Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains or proceeds from the sale or redemption of your shares. The Fund also must withhold if the Internal Revenue Service instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid.

State and Local Taxes. Fund distributions and gains from the redemption or exchange of your Fund shares generally are subject to state and local taxes.

Non-U.S. Investors. Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax, and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for capital gain dividends paid by the Fund from long-term capital gains, if any, and, with respect to taxable years of the Fund that begin before January 1, 2012 (unless such sunset date is extended or made permanent), interest-related dividends paid by a Fund from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.

This discussion of “Dividends, Distributions and Taxes” is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in the Fund.

Part B

STATEMENT OF ADDITIONAL INFORMATION

March 26, 2012

To the

Registration Statement on Form N-14 Filed by:

Bridgeway Funds, Inc.

On behalf of Aggressive Investors 1 Fund

20 Greenway Plaza, Suite 450

Houston, Texas 77046

(800) 661-3550

Relating to the May 30, 2012 Special Meeting of the Shareholders

of the following series of Bridgeway Funds, Inc.:

Aggressive Investors 2 Fund

This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Proxy Statement/Prospectus dated March 26, 2012, (the “Proxy Statement/Prospectus”) relating specifically to the Special Meeting of Shareholders of Aggressive Investors 2 Fund to be held on May 30, 2012. Copies of the Proxy Statement/Prospectus may be obtained at no charge by writing to Bridgeway Funds, Inc., 20 Greenway Plaza, Suite 450, Houston, Texas 77046, or by calling (800) 661-3550. You can also access this information at www.bridgewayfunds.com.

Table of Contents


			Page
General Information			1
Incorporation by Reference			1
Pro Forma Financial Information			2

General Information

This Statement of Additional Information relates to the Plan of Reorganization between the Aggressive Investors 2 Fund (the “AI2 Fund”) and Aggressive Investors 1 Fund (the “AI1 Fund”), each a series of Bridgeway Funds, Inc. (“Bridgeway Funds”), providing for: (i) the conversion of the shares of the AI2 Fund into shares of the AI1 Fund and (ii) the resulting transfer to the AI1 Fund of all of the property, assets and goodwill of the AI2 Fund (the “Reorganization”). Further information is included in the Proxy Statement/Prospectus and in the documents, listed below, that are incorporated by reference into this Statement of Additional Information

Incorporation of Documents by Reference into the Statement of Additional Information

This Statement of Additional Information incorporates by reference the following documents, which have been filed with the Securities and Exchange Commission and will be sent to any shareholder requesting this Statement of Additional Information:

Statement of Additional Information (“SAI”) dated October 31, 2011 for Bridgeway Funds, with respect to the AI2 Fund and the AI1 Fund (filed via EDGAR on October 27, 2011, Accession No. 0001193125-11-283854).

The unaudited financial statements included in the Bridgeway Funds Semi-Annual Report to Shareholders for the fiscal period ended December 31, 2011, with respect to the AI2 Fund and the AI1 Fund (filed via EDGAR on February [xx], 2012, Accession No. [xx]).

Supplement dated February 13, 2012 to the AI2 Fund and AI1 Fund’s Prospectus and SAI (filed via EDGAR on February 13, 2012, Accession No. 0001450791-12-000024 ).

Pro Forma Financial Information

Aggressive Investors 2 Fund into

Aggressive Investors 1 Fund

The unaudited pro forma financial information set forth below is for informational purposes only and does not purport to be indicative of the financial condition that actually would have resulted if the Reorganization had been consummated. These pro forma numbers have been estimated in good faith based on information regarding the AI2 Fund and the AI1 Fund for the twelve month period ended December 31, 2011. The unaudited pro forma financial information should be read in conjunction with the historical financial statements of the AI2 Fund and AI1 Fund, which are available in their annual and semi-annual shareholder reports.

Narrative Description of the Pro Forma Effects of the Reorganization

Note 1 – Description of the Fund

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

Note 2 - Reorganization

The accompanying unaudited pro forma information has been prepared to show the effect of the proposed reorganization of the AI2 Fund into the AI1 Fund pursuant to a Plan of Reorganization (the "Plan") as of the beginning of the period as indicated below in the table.

Target Fund	Acquiring Fund	12 Month Period Ended
Aggressive Investors 2 (AI2 Fund)	Aggressive Investors 1 (AI1 Fund)	December 31, 2011

Basis of Pro Forma

The Reorganization will be accounted for as a tax-free reorganization of investment companies; therefore, no gain or loss will be recognized by the AI1 Fund or its shareholders as a result of the Reorganization. The Target Fund and the AI1 Fund are both series of a registered open-end management investment company that issues its shares in separate series. The Reorganization would be accomplished by the acquisition of all of the assets and the assumption of all of the liabilities by the AI1 Fund in exchange for shares of the AI1 Fund and the distribution of such shares to AI2 Fund shareholders in complete liquidation of the AI2 Fund. The table below shows the class and shares that AI2 Fund shareholders would have received if the Reorganization were to have taken place on December 31, 2011.

Aggressive Investors 2 Fund (AI2 Fund) Share Class	Shares Exchanged	Aggressive Investors 1 Fund (AI1 Fund) Share Class
Class N	4,863,991	Class N

Under accounting principles generally accepted in the United States of America, the historical cost of investment securities will be carried forward to the surviving entity, the AI1 Fund, and the results of operations of the AI1 Fund for pre-reorganization periods will not be restated. All securities held by the AI2 Fund comply with investment objectives, strategies and restrictions of the AI1 Fund at December 31, 2011.

Note 3 -- Net Assets

The table below shows the net assets of the AI2 Fund and the AI1 Fund and Pro Forma combined net assets as of the dates indicated.

Fund	Net Assets	As-of Date
Aggressive Investors 2 (AI2 Fund)	$ 151,416,034	December 31, 2011
Aggressive Investors 1 (AI1 Fund)	82,026,659	December 31, 2011
Fund (Pro Forma Combined)	$ 233,442,693	December 31, 2011

Note 4 – Pro Forma Adjustments

The table below reflects adjustments to expenses made to the pro forma combined Fund as if the Reorganization had taken place on the first day of the period as disclosed in Note 2. The pro forma information has been derived from the books and records used in calculating the daily net asset values of the AI2 Fund and AI1 Fund and has been prepared in accordance with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect this information. Actual results could differ from those estimates.

Expense Category	Increase (decrease) in expense
Advisory fees (1)	$ (1,357)
Performance fees (1)	1,238,689
Accounting fees (2)	(40,800)
Transfer agent fees (2)	(15,000)
Professional fees (3)	(7,000)
Miscellaneous (3)	(5,505)
Blue sky fees (4)	(20,486)
Reports to shareholders (5)	(3,000)

(1) Under the terms of the investment advisory contract of the AI1 Fund, the advisory and performance fees have been adjusted to reflect the advisory fee rates in effect for the AI1 Fund based on pro forma combined net assets.

(2) Accounting services fees and Transfer agent fees were adjusted to reflect the fee rates for the combined assets for the AI1 Fund and reflect the efficiencies of operating as one fund.

(3) Professional and miscellaneous fees were reduced to eliminate the effects of duplicative fees for audit fees and miscellaneous expenses as a result of combining into one fund.

(4) Blue sky fees were reduced to eliminate the effects of duplicative state registration fees.

(5) Reports to shareholder expenses were reduced to reflect the overall expected reduction in print costs of the combined funds.

No significant accounting policies will change as a result of the Reorganization, specifically policies regarding security valuation or compliance with Subchapter M of the Internal Revenue Code.

Note 5 -- Securities, Options, Futures and Other Investments Valuation

Other than options, portfolio securities that are principally traded on a national securities exchange are valued at their last sale price on the principal exchange on which they are traded prior to the close of the New York Stock Exchange (“NYSE”), on each day the NYSE is open for business. If there is no closing price on the NYSE, the portfolio security will be valued using a composite price, which is defined as the last price for the security on any exchange. Portfolio securities other than options that are principally traded on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) are valued at 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.

Options are valued at the close if there is trading volume and if there is no trading volume, the bid on long positions and ask on the short positions. Other investments for which no sales are reported are valued at the latest bid price in accordance with the pricing policy established by the Board of Directors.

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

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

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

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

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

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

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments 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 U.S. 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.

Money market fund investments consist of mutual funds which invest primarily in securities that are valued at amortized cost, a Level 2 investment. Therefore, the money market funds are classified as Level 2 investments. The Funds’ total return swap values are derived by applying observable inputs to the outstanding notional values and are therefore classified as Level 2 investments also.

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

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the Funds’ results of 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, 2011 is shown below. The Funds’ policy is to recognize transfers into, and transfers out, of each level of hierarchy as of the beginning of the reporting period. For the twelve months ended December 31, 2011, there were no transfers between Level 1 and Level 2 on any of the Funds.

Aggressive Investors 2 (AI2 Fund)

		Level 1		Level 2		Level 3		Total
Common Stocks	$	151,378,335	$	--	$	--	$	151,378,335
Money Market Fund		--		508		--		508
Total Investments	$	151,378,335	$	508	$	--	$	151,378,843

Aggressive Investors 1 (AI1 Fund)

		Level 1		Level 2		Level 3		Total
Common Stocks	$	81,933,784	$	--	$	--	$	81,933,784
Money Market Fund		--		2,744		--		2,744
Total Investments	$	81,933,784	$	2,744	$	--	$	81,936,528

(Pro Forma Combined)

		Level 1		Level 2		Level 3		Total
Common Stocks	$	233,312,119	$	--	$	--	$	233,312,119
Money Market Fund		--		3,252		--		3,252
Total Investments	$	233,312,119	$	3,252	$	--	$	233,315,371

During the twelve months ended December 31, 2011, there were no significant transfers between investment levels.

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (“IFRS’). ASU No. 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU No. 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. Management is currently evaluating the implications of ASU No. 2011-04, and its impact on the financial statements has not been determined.

Securities Lending Upon lending its securities to third parties, each Fund receives compensation in the form of fees. A Fund also continues to receive dividends on the securities loaned. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. Gain or loss in the fair value of the securities loaned that may occur during the term of the loan will be for the account of a Fund. 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 repledge 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.

As of December 31, 2011, the Funds had securities on loan and related collateral with values shown below:

Fund Securities on Loan Value Value of Collateral

Aggressive Investors 1 (AI1 Fund) $3,003,207 $3,078,106

Aggressive Investors 2 (AI2 Fund) 9,334,745 9,612173

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, 2011 the collateral consisted of an institutional money market fund.

Note 6 – Reorganization Costs

The AI2 Fund is expected to incur an estimated $100,000 in Reorganization costs. These costs represent the estimated non recurring expense of the AI2 Fund carrying out its obligations under the Plan and consist of management’s estimate of professional services fees, printing costs and mailing charges related to the proposed Reorganization. The Adviser will bear 100% of these costs for the AI2 Fund. The AI1 Fund is not expected to incur any direct expenses in connection with the Reorganization. The pro forma financial information has not been adjusted for any costs related to the Reorganization.

Note 7 - Accounting Survivor

The AI1 Fund will be the accounting survivor. The surviving fund will have the portfolio management team, portfolio composition strategies, investment objective, expense structure, and policies/ restrictions of the AI1 Fund.

Note 8 – Tax Information

Each Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, a Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders.

At June 30, 2011 the AI2 Fund had capital loss carryovers of approximately $12,816,562 expiring June 30, 2017 and $177,345,455 expiring June 30, 2018. At June 30, 2011 the AI1 Fund had a capital loss carryovers of approximately $70,102,305 expiring June 30, 2018. For additional information regarding capital loss limitations, please see the section entitled Federal Income Tax Consequences in the Proxy Statement/Prospectus filed on Form N-14 with the Securities and Exchange Commission.

AGGRESSIVE INVESTORS 2 FUND / AGGRESSIVE INVESTORS 1 FUND
PRO FORMA COMBINED SCHEDULE OF INVESTMENTS
December 31, 2011



Acquired Fund	Acquiring Fund				Acquired Fund	Acquiring Fund
Bridgeway	Bridgeway				Bridgeway	Bridgeway
Aggressive	Aggressive	Pro Forma			Aggressive	Aggressive	Pro Forma
Investors 2 Fund	Investors 1 Fund	Combined			Investors 2 Fund	Investors 1 Fund	Combined
Shares	Shares	Shares			Market Value	Market Value	Market Value
			COMMON STOCKS - 99.95%
			Aerospace & Defense - 1.28%
35,100	16,073	51,173		Triumph Group, Inc.	$ 2,051,595	$ 939,467	$ 2,991,062

			Auto Components - 2.82%
63,000	27,900	90,900		Tenneco, Inc.*	1,876,140	830,862	2,707,002
82,800	36,200	119,000		TRW Automotive Holdings Corp.*	2,699,280	1,180,120	3,879,400
							6,586,402

			Beverages - 3.86%
76,500	31,000	107,500		Coca-Cola Enterprises, Inc.#	1,972,170	799,180	2,771,350
82,200	43,300	125,500		Constellation Brands, Inc.,Class A*	1,699,074	895,011	2,594,085
25,800	13,800	39,600		Hansen Natural Corp.*	2,377,212	1,271,532	3,648,744
							9,014,179

			Capital Markets - 2.30%
86,400	42,200	128,600		Bank of New York Mellon Corp. (The)	1,720,224	840,202	2,560,426
47,300	23,300	70,600		Northern Trust Corp.	1,875,918	924,078	2,799,996
							5,360,422

			Chemicals - 2.39%
15,600	7,400	23,000		CF Industries Holdings, Inc.	2,261,688	1,072,852	3,334,540
36,300	19,400	55,700		Westlake Chemical Corp.	1,460,712	780,656	2,241,368
							5,575,908

			Commercial Services & Supplies - 0.36%
-	17,400	17,400		Consolidated Graphics, Inc.*	-	840,072	840,072

			Communications Equipment - 0.62%
626,900	296,800	923,700		Alcatel-Lucent - Sponsored ADR*	977,964	463,008	1,440,972

			Computers & Peripherals - 4.21%
8,400	4,100	12,500		Apple, Inc.*	3,402,000	1,660,500	5,062,500
109,000	56,700	165,700		Dell, Inc.*	1,594,670	829,521	2,424,191
93,700	49,500	143,200		Seagate Technology PLC	1,536,680	811,800	2,348,480
							9,835,171

			Consumer Finance - 4.05%
34,000	18,000	52,000		Capital One Financial Corp.	1,437,860	761,220	2,199,080
32,600	15,900	48,500		Cash America International, Inc.	1,520,138	741,417	2,261,555
-	17,700	17,700		Credit Acceptance Corp.*	-	1,456,356	1,456,356
100,600	47,100	147,700		Discover Financial Services	2,414,400	1,130,400	3,544,800
							9,461,791

			Containers & Packaging - 1.28%
60,500	28,200	88,700		Crown Holdings, Inc.*	2,031,590	946,956	2,978,546

			Diversified Financial Services - 2.47%
114,200	60,500	174,700		Interactive Brokers Group, Inc., Class A	1,706,148	903,870	2,610,018
60,700	32,800	93,500		Moody’s Corp.	2,044,376	1,104,704	3,149,080
							5,759,098

			Diversified Telecommunication Services - 2.59%
165,900	165,100	331,000		Telecom Corp. of New Zealand, Ltd. - Sponsored ADR	1,325,541	1,319,149	2,644,690
919,500	472,600	1,392,100		Vonage Holdings Corp.*	2,252,775	1,157,870	3,410,645
							6,055,335

AGGRESSIVE INVESTORS 2 FUND / AGGRESSIVE INVESTORS 1 FUND
PRO FORMA COMBINED SCHEDULE OF INVESTMENTS
December 31, 2011

			Electronic Equipment, Instruments & Components - 0.95%
172,800	73,900	246,700		Vishay Intertechnology, Inc.*	1,553,472	664,361	2,217,833
							2,217,833

			Energy Equipment & Services - 4.15%
74,700	30,000	104,700		Halliburton Co.	2,577,897	1,035,300	3,613,197
-	49,700	49,700		Helix Energy Solutions Group, Inc.*	-	785,260	785,260
172,200	118,050	290,250		RPC, Inc.+	3,142,650	2,154,412	5,297,062
							9,695,519
			Food & Staples Retailing - 1.24%
37,200	19,000	56,200		Casey’s General Stores, Inc.	1,916,172	978,690	2,894,862
							2,894,862
			Food Products - 0.82%
46,393	48,600	94,993		Coffee Holding Co., Inc.+	363,721	381,024	744,745
17,300	8,600	25,900		Green Mountain Coffee Roasters, Inc.+	775,905	385,710	1,161,615
							1,906,360

			Health Care Providers & Services - 5.61%
42,200	22,200	64,400		Aetna, Inc.	1,780,418	936,618	2,717,036
62,800	33,300	96,100		HCA Holdings, Inc.*	1,383,484	733,599	2,117,083
213,000	125,000	338,000		Health Management Associates, Inc., Class A*	1,569,810	921,250	2,491,060
23,200	11,300	34,500		Humana, Inc.	2,032,552	989,993	3,022,545
154,000	80,000	234,000		Kindred Healthcare, Inc.*	1,812,580	941,600	2,754,180
							13,101,904
			Hotels Restaurants & Leisure - 3.22%
95,400	44,700	140,100		Domino’s Pizza, Inc.*	3,238,830	1,517,565	4,756,395
16,900	8,000	24,900		Wynn Resorts, Ltd.	1,867,281	883,920	2,751,201
							7,507,596

			Insurance - 4.08%
29,400	24,800	54,200		Marsh & McLennan Cos., Inc.	929,628	784,176	1,713,804
39,000	18,500	57,500		Reinsurance Group of America, Inc.	2,037,750	966,625	3,004,375
45,500	20,500	66,000		RLI Corp.	3,315,130	1,493,630	4,808,760
							9,526,939
			Internet Software & Services - 1.16%
65,000	31,000	96,000		j2 Global, Inc.	1,829,100	872,340	2,701,440

			IT Services - 4.81%
-	41,400	41,400		Heartland Payment Systems, Inc.	-	1,008,504	1,008,504
4,200	2,200	6,400		Mastercard, Inc., Class A	1,565,844	820,204	2,386,048
97,900	52,000	149,900		NeuStar, Inc., Class A*	3,345,243	1,776,840	5,122,083
98,300	50,200	148,500		Western Union Co. (The)	1,794,958	916,652	2,711,610
							11,228,245

			Leisure Equipment & Products - 1.68%
47,000	22,900	69,900		Polaris Industries, Inc.	2,631,060	1,281,942	3,913,002

			Life Sciences Tools & Services - 1.15%
51,000	25,600	76,600		Agilent Technologies, Inc.*	1,781,430	894,208	2,675,638

			Machinery - 5.58%
76,800	39,000	115,800		Actuant Corp., Class A	1,742,592	884,910	2,627,502
19,500	9,500	29,000		Caterpillar, Inc.	1,766,700	860,700	2,627,400
70,900	31,100	102,000		CNH Global N.V.*	2,551,691	1,119,289	3,670,980
79,000	34,500	113,500		Sauer-Danfoss, Inc.*	2,860,590	1,249,245	4,109,835
							13,035,717
			Marine Transportation - 0.01%
357	20	377		Kirby Corp.*	23,505	1,317	24,822

AGGRESSIVE INVESTORS 2 FUND / AGGRESSIVE INVESTORS 1 FUND
PRO FORMA COMBINED SCHEDULE OF INVESTMENTS
December 31, 2011

			Media - 5.10%
114,200	51,800	166,000		CBS Corp., Class B Non-Voting	3,099,388	1,405,852	4,505,240
41,800	20,900	62,700		DIRECTV, Class A*	1,787,368	893,684	2,681,052
56,500	33,700	90,200		DISH Network Corp., Class A	1,609,120	959,776	2,568,896
-	190,600	190,600		Sinclair Broadcast Group,Inc., Class A	-	2,159,498	2,159,498
							11,914,686

			Metals & Mining - 0.95%
24,000	12,700	36,700		Walter Energy, Inc.	1,453,440	769,112	2,222,552


			Multiline Retail - 3.05%
61,100	32,100	93,200		Dillard’s, Inc., Class A+	2,742,168	1,440,648	4,182,816
40,000	19,600	59,600		Kohl’s Corp.	1,974,000	967,260	2,941,260
							7,124,076

			Multi-Utilities - 1.08%
81,600	43,600	125,200		CenterPoint Energy, Inc.	1,639,344	875,924	2,515,268


			Oil, Gas & Consumable Fuels - 9.98%
24,700	12,000	36,700		Cabot Oil & Gas Corp.	1,874,730	910,800	2,785,530
26,000	11,500	37,500		Chevron Corp.	2,766,400	1,223,600	3,990,000
55,200	29,400	84,600		HollyFrontier Corp.	1,291,680	687,960	1,979,640
29,300	15,700	45,000		Murphy Oil Corp.	1,633,182	875,118	2,508,300
71,300	34,700	106,000		Stone Energy Corp.*	1,880,894	915,386	2,796,280
46,600	25,200	71,800		Ultra Petroleum Corp.*	1,380,758	746,676	2,127,434
-	39,800	39,800		Valero Energy Corp.	-	837,790	837,790
98,600	48,400	147,000		W&T Offshore, Inc.	2,091,306	1,026,564	3,117,870
45,000	-	45,000		Peabody Energy Corp.	1,489,950	-	1,489,950
30,500	-	30,500		EQT Corp.	1,671,095	-	1,671,095
							23,303,889

			Personal Products - 1.06%
29,100	18,600	47,700		Herbalife, Ltd.	1,503,597	961,062	2,464,659


			Pharmaceuticals - 2.24%
19,200	10,200	29,400		Perrigo Co.	1,868,160	992,460	2,860,620
25,700	13,600	39,300		Watson Pharmaceuticals, Inc.*	1,550,738	820,624	2,371,362
							5,231,982

			Real Estate Investment Trusts - 3.93%
156,400	64,700	221,100		BioMed Realty Trust, Inc.	2,827,712	1,169,776	3,997,488
276,411	147,500	423,911		Newcastle Investment Corp.	1,285,311	685,875	1,971,186
100,700	46,600	147,300		Weingarten Realty Investors	2,197,274	1,016,812	3,214,086
							9,182,760

			Road & Rail - 2.03%
-	15,800	15,800		Amerco, Inc.	-	1,396,720	1,396,720
94,000	44,400	138,400		Werner Enterprises, Inc.	2,265,400	1,070,040	3,335,440
							4,732,160

			Semiconductors & Semiconductor Equipment - 2.40%
133,500	60,200	193,700		Fairchild Semiconductor International, Inc.*	1,607,340	724,808	2,332,148
307,200	144,400	451,600		GT Advanced Technologies, Inc.*	2,224,128	1,045,456	3,269,584
							5,601,732

AGGRESSIVE INVESTORS 2 FUND / AGGRESSIVE INVESTORS 1 FUND
PRO FORMA COMBINED SCHEDULE OF INVESTMENTS
December 31, 2011


			Software - 0.95%
69,800	37,500	107,300		Electronic Arts, Inc.*	1,437,880	772,500	2,210,380

			Specialty Retail - 3.55%
55,800	29,400	85,200		Best Buy Co., Inc.	1,304,046	687,078	1,991,124
26,700	20,000	46,700		Genesco, Inc.*	1,648,458	1,234,800	2,883,258
45,000	-	45,000		DSW, Inc., Class A	1,989,450	-	1,989,450
97,800	-	97,800		hhgregg, Inc.*+	1,413,210	-	1,413,210
							8,277,042

			Wireless Telecommunication Services - 0.94%
106,000	55,800	161,800		SK Telecom Co., Ltd. - ADR	1,442,660	759,438	2,202,098

			TOTAL COMMON STOCK - 99.95% (Cost $240,343,651)				233,312,119

			MONEY MARKET FUND - 0.00%
508	2,744	3,252		BlackRock FedFund (Rate = 0.01%^)	508	2,744	3,252
			TOTAL MONEY MARKET FUND - 0.00% (Cost $3,252)				3,252

			TOTAL INVESTMENTS - 99.95% (Cost $240,346,903)				$ 233,315,371
			Other Assets in Excess of Liabilities - (0.05%)				127,322
			NET ASSETS - 100.00%				$233,442,693

* Non-income producing security.
# Securities, or a portion thereof, segregated to cover the Fund's potential obligations under swap
agreements. The total value of segregated assets is $1,320,400.
^ Rate disclosed as of December 31, 2011.
+ This security or a portion of the security is out on loan at December 31, 2011. Total loaned securities
had a value of $12,337,952 at December 31, 2011.
ADR - American Depository Receipt
PLC - Public Limited Company

BRIDGEWAY FUNDS, INC.

PART C

OTHER INFORMATION

Item 15. Indemnification

Article Tenth of the Articles of Incorporation, of Bridgeway Funds, Inc. (the “Registrant”), provides that any present or former director, officer, employee or agent of the Registrant, shall be entitled to indemnification to the fullest extent permitted by law, including under the Investment Company Act of 1940, as amended except to the extent such director, officer, employee or agent has been adjudicated to have engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of their duties.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (“SEC”) such indemnification by the Registrant is against public policy as expressed in the Act and, therefore, may be unenforceable. In the event that a claim for such indemnification (except insofar as it provides for the payment by the registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person and the SEC is still of the same opinion, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 16. Exhibits

(1)	(a) Articles of Incorporation of Bridgeway Funds, Inc., dated as of October 19, 1993, filed electronically as an exhibit to Post-Effective Amendment No. 19 on August 27, 2004, is hereby incorporated by reference.
	(b) Articles Supplementary, dated as of March 4, 2010, filed electronically as an exhibit to Post-Effective Amendment No. 27 on March 10, 2010, is hereby incorporated by reference.
	(c) Articles of Amendment, dated as of June 28, 2010, filed electronically as an exhibit to Post-Effective Amendment No. 32 on October 27, 2010, is hereby incorporated by reference.
	(d) Articles Supplementary, dated as of November 16, 2010, filed electronically as an exhibit to Post-Effective Amendment No. 34 on December 27, 2010, is hereby incorporated by reference.

	(e) Articles of Amendment, dated as of January 14, 2011, filed electronically as an exhibit to Post-Effective Amendment No. 38 on May 31, 2011, is hereby incorporated by reference.
	(f) Articles Supplementary, dated as of May 23, 2011, filed electronically as an exhibit to Post-Effective Amendment No. 38 on May 31, 2011, is hereby incorporated by reference.
	(g) Articles Supplementary, dated as of February 10, 2012, filed herewith as Exhibit EX-99.1.g.
(2)	(a) By-Laws of Bridgeway Funds, Inc., as amended, dated as of November 2, 1994, filed electronically as an exhibit to Post-Effective Amendment No. 19 on August 27, 2004, is hereby incorporated by reference.
(3)	(a) See Articles Fifth, Seventh, Eighth and Ninth of the Articles of Incorporation of Bridgeway Funds, Inc. and Article IV of the Bylaws of Bridgeway Funds, Inc., which define the rights of shareholders.
(4)	(a) Form of Plan of Reorganization by and among the Registrant, on behalf on certain series portfolios, is attached to the Proxy Statement/Prospectus contained in this Registration Statement.
(5)	(a) See Articles Fifth, Seventh, Eighth and Ninth of the Articles of Incorporation of Bridgeway Funds, Inc. and Article IV of the Bylaws of Bridgeway Funds, Inc., which define the rights of shareholders.
(6)	(a) Management Agreement, dated as of October 22, 2003, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., filed electronically as an exhibit to Post-Effective Amendment No. 30 on August 27, 2010, is hereby incorporated by reference.
	(b) Amendment to Management Agreement effective as of March 23, 2004, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., filed electronically as an exhibit to Post-Effective Amendment No. 19 on August 27, 2004, is hereby incorporated by reference.
	(c) Amendment to Management Agreement effective as of April 1, 2005, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., filed electronically as an exhibit to Post-Effective Amendment No. 22 on October 28, 2005, is hereby incorporated by reference.
	(d) Amendment to Management Agreement effective as of June 7, 2006, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., filed electronically as an exhibit to Post-Effective Amendment No. 23 on October 27, 2006, is hereby incorporated by reference.
	(e) Amendment to Management Agreement effective as of May 28, 2010, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.

	(f) Amendment to Management Agreement effective as of July 1, 2010, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., filed electronically as an exhibit to Post-Effective Amendment No. 30 on August 27, 2010, is hereby incorporated by reference.
	(g) Amendment to Management Agreement effective as of December 31, 2010, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(h) Amendment to Management Agreement effective as of August 31, 2011, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(i) Amendment to Management Agreement effective as of February 10, 2012, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., is filed herewith as Exhibit EX-99.6.i.
	(j) Amendment to Management Agreement effective as of February 10, 2012, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., is filed herewith as Exhibit EX-99.6.j.
(7)	(a) Form of Dealer Agreement, by and between Bridgeway Funds, Inc. and Foreside Fund Services, LLC, filed electronically as an exhibit to Post-Effective Amendment No. 26 on October 27, 2009, is hereby incorporated by reference.
	(b) Amended and Restated Distribution Agreement, dated as of November 12, 2010 by and between Bridgeway Funds, Inc. and Foreside Fund Services LLC, filed electronically as an exhibit to Post-Effective Amendment No. 36 on March 18, 2011, is hereby incorporated by reference.
	(c) First Amendment to Amended and Restated Distribution Agreement effective as of December 31, 2010, by and between Bridgeway Funds, Inc. and Foreside Fund Services LLC, is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(d) Second Amendment to Amended and Restated Distribution Agreement effective as of August 31, 2011, by and between Bridgeway Funds, Inc. and Foreside Fund Services LLC, is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
(8)	None.

(9)	(a) Custodian Services Agreement dated as of June 1, 2006, by and between Bridgeway Funds, Inc. and PFPC Trust Company, filed electronically as an exhibit to Post-Effective Amendment No. 23 on October 27, 2006, is hereby incorporated by reference.
	(b) Amendment to Custodian Services Fee Letter dated as of March 1, 2010, by and between Bridgeway Funds, Inc. and PFPC Trust Company, filed electronically as an exhibit to Post-Effective Amendment No. 27 on March 10, 2010, is hereby incorporated by reference.
	(c) Custodian Services Fee Letter dated as of June 1, 2006, by and between Bridgeway Funds, Inc. and PFPC Trust Company, is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(d) Notice of Assignment dated as of June 13, 2011 and effective as of July 18, 2011 of Custodian Services Agreement, by and between Bridgeway Funds, Inc. and PFPC Trust Company, to The Bank of New York Mellon, is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
(10)	(a) Distribution, Assistance, Promotion and Servicing Plan, dated as of June 25, 2003, filed electronically as an exhibit to Post-Effective Amendment No. 18 on October 30, 2003, is hereby incorporated by reference.
	(b) Bridgeway Funds, Inc. Rule 18f-3 Plan dated as of October 31, 2003, with Amended and Restated Schedule A dated as of August 31, 2011, is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
(11)	(a) Opinion and Consent of Stradley Ronon Stevens & Young, LLP is filed herewith as Exhibit EX-99.11.a.
(12)	(a) Opinion of Stradley Ronon Stevens & Young, LLP, supporting the tax matters and consequences to shareholders will be filed by Post-Effective Amendment.
(13)	(a)(i) Transfer Agency Services Agreement dated as of December 30, 2009, and effective as of February 20, 2010, by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.), filed electronically as an exhibit to Post-Effective Amendment No. 27 on March 10, 2010, is hereby incorporated by reference.
	(ii) Amendment to Transfer Agency Services Agreement dated as of February 11, 2010, by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., filed electronically as an exhibit to Post-Effective Amendment No. 29 on May 27, 2010, is hereby incorporated by reference.

	(iii) Amended and Restated Exhibit A dated as of May 28, 2010, to Transfer Agency Services Agreement by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., filed electronically as an exhibit to Post-Effective Amendment No. 32 on October 27, 2010, is hereby incorporated by reference.
	(iv) Amended and Restated Exhibit A dated as of December 30, 2010, to Transfer Agency Services Agreement by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(v) Form of Amended and Restated Exhibit A dated as of August 31, 2011, to Transfer Agency Services Agreement by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(b)(i) Amended and Restated Administrative Services Agreement dated as of July 1, 2009, by and between Bridgeway Funds, Inc. and Bridgeway Capital Management, Inc., with Amended and Restated Schedule A dated as of August 31, 2011, is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(c)(i) Administration and Accounting Services Agreement dated as of December 30, 2009, and effective as of February 20, 2010, by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., filed electronically as an exhibit to Post-Effective Amendment No. 27 on March 10, 2010, is hereby incorporated by reference.
	(ii) Amended and Restated Exhibit A dated as of May 28, 2010, to Administration and Accounting Services Agreement, by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., filed electronically as an exhibit to Post-Effective Amendment No. 32 on October 27, 2010, is hereby incorporated by reference.
	(iii) Amended and Restated Exhibit A dated as of December 30, 2010, to Administration and Accounting Services Agreement, by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.

	(iv) Form of Amended and Restated Exhibit A dated as of August 31, 2011, to Administration and Accounting Services Agreement, by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(d)(i) Fee Waiver Agreement by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., relating to the Small-Cap Momentum Fund filed electronically as an exhibit to Post-Effective Amendment No. 30 on August 27, 2010, is hereby incorporated by reference.
	(ii) Fee Waiver Agreement by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., relating to the Omni Tax-Managed Small-Cap Value Fund (formerly, Omni Small-Cap Value Fund), is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.
	(iii) Form of Fee Waiver Agreement by and between Bridgeway Funds, Inc. and BNY Mellon Investment Servicing (US) Inc., relating to the Omni Small-Cap Value Fund, is filed electronically as an exhibit to Post-Effective Amendment No. 41 on October 27, 2011 is hereby incorporated by reference.

(14)	(a) Consent of BBD, LLP is filed herewith as Exhibit EX-99.14.a.

(15)	Omitted Financial Statements – None.

(16)	(a) Power of Attorney is filed herewith as Exhibit EX-99.16.a.

(17)	(a) Form of Proxy Card is filed herewith as Exhibit EX-99.17.a.

Item 17. Undertakings

(1)

The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Act [17 CFR 203.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)

The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3)	The undersigned Registrant undertakes to file an opinion of counsel supporting the tax matters and consequences to shareholders discussed in the prospectus will be filed by Post-Effective Amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Houston, State of Texas, on the 14th day of February, 2012.

	Bridgeway Funds, Inc.
	/s/ Michael D. Mulcahy Michael D. Mulcahy, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Michael D. Mulcahy Michael D. Mulcahy	President and Director	February 14, 2012

/s/ John N.R. Montgomery John N. R. Montgomery	Vice President and Director	February 14, 2012

LINDA G. GIUFFRE* Linda G. Giuffre	Treasurer and Principal Financial Officer	February 14, 2012

KIRBYJON CALDWELL* Kirbyjon Caldwell	Director	February 14, 2012

KAREN S. GERSTNER* Karen S. Gerstner	Director	February 14, 2012

MILES D. HARPER, III* Miles D. Harper, III	Director	February 14, 2012

EVAN HARREL* Evan Harrel	Director	February 14, 2012

*By: /s/ Michael D. Mulcahy

Michael D. Mulcahy

as Attorney-in-Fact for each of the persons indicated (pursuant to powers of attorney filed herewith).

INDEX

Exhibit Number	Description
(1)(g)	Articles Supplementary, dated as of February 10, 2012
(6)(i)	Amendment to Management Agreement effective as of February 10, 2012
(6)(j)	Amendment to Management Agreement effective as of February 10, 2012
(11)(a)	Opinion and Consent of Stradley Ronon Stevens & Young, LLP
(14)(a)	Consent of BBD, LLP
(16)(a)	Power of Attorney
(17)(a)	Form of Proxy Card

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933			[X]

Post-Effective Amendment No.			[ ]



(Check appropriate box or boxes)

BRIDGEWAY FUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

20 GREENWAY PLAZA SUITE 450
HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)(ZIP CODE)

Registrant's Telephone Number, including Area Code: (713) 661-3500

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.31%	0.90%1	0.34%
Distribution and/or Service (12b-1) Fees	None	None	None
Acquired Fund Fees and Expenses	0.00%	0.00%	0.00%
Other Expenses	0.39%	0.35%	0.36%
Total Annual Fund Operating Expenses	0.70%	1.25%	0.70%

Fund/Class	One Year	Three Years	Five Years	Ten Years
Aggressive Investors 2 Fund (AI2 Fund)	$ 72	$ 224	$ 390	$ 871
Aggressive Investors 1 Fund (AI1 Fund) -	127	397	686	1,511
Combined Pro forma AI2 Fund + AI1 Fund (assuming the Reorganization is completed)	72	224	390	871

Average Annual Total Returns*
	1 Year	5 Years	10 Years
Aggressive Investors 1 Fund (AI1 Fund) (inception date: August 5, 1994) Return Before Taxes Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares	(10.31%) (10.78%) (6.54%)	(6.29%) (7.00%) (5.07%)	2.34% 1.63% 2.19%
Aggressive Investors 2 Fund (AI2 Fund) (inception date: October 31, 2001) Return Before Taxes Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares	(11.59%) (11.71%) (7.40%)	(5.23%) (5.37%) (4.33%)	2.62% 2.48% 2.30%
S&P 500® Index (reflects no deductions for fees, expenses or taxes)	2.11%	(0.25%)	2.92%
Russell 2000® Index (reflects no deductions for fees, expenses or taxes)	(4.18%)	0.15%	5.62%

	Aggressive Investors 2 Fund (AI2 Fund) (000,000s)	Aggressive Investors 1 Fund (AI1 Fund) (000,000s)
	at 12/31/11	at 12/31/11
Capital Loss Carryovers
Expiring 2017	($12.8)
Expiring 2018	($177.3)	($70.1)
Aggregate Capital Loss Carryovers on a Tax Basis (1)	($185.5)	($68.4)
Unrealized Net Appreciation/ (Depreciation) In Investments on a Tax Basis	($5.3)	($1.7)
Net asset value	$151.4	$82.0
Annual Limitation (2)	N/A	$2.9

Send Copies of Communications to:
JOHN N.R. MONTGOMERY CHAIRMAN, BRIDGEWAY CAPITAL MANAGEMENT, INC. 20 GREENWAY PLAZA SUITE 450 HOUSTON, TEXAS 77046 (NAME AND ADDRESS OF AGENT FOR SERVICE)	PRUFESH R. MODHERA, ESQ. STRADLEY, RONON, STEVENS, & YOUNG LLP 1250 CONNECTICUT AVE., NW, SUITE 500 WASHINGTON, DISTRICT OF COLUMBIA 20036

TABLE OF CONTENTS
Page
PROPOSAL: TO APPROVE A PLAN OF REORGANIZATION On what am I being asked to vote? Has my Fund’s Board of Directors approved the Reorganization? Why should I vote ”FOR” the proposed Reorganization? Will the AI1 Fund have different portfolio managers than the AI2 Fund? How do I vote on the Reorganization? When is the Reorganization expected to occur? How does the Reorganization affect AI1 Fund? Did the Board consider the impact to AI1 Fund? Why not close one or both Funds? Where can I find more information about the Funds and the Reorganization? PROPOSAL: TO APPROVE A PLAN OF REORGANIZATION ADDITIONAL QUESTIONS AND ANSWERS What effect will the Reorganization have on me as a shareholder? Do you anticipate closing the Fund and at what levels? How do the Funds’ investment objectives, principal investment strategies and risks compare? How do the Funds’ expenses compare? How do the performance records of the Funds compare? How do the management, investment adviser and other service providers of the Funds compare? How do the Funds’ purchase and redemption procedures and exchange policies compare? How do the Funds’ sales charges compare? Will there be any tax consequences resulting from the Proposal? What will happen if shareholders of the AI2 Fund do not approve the Reorganization? What if I do not wish to participate in the Reorganization? Why are you sending me the Proxy Statement/Prospectus? ADDITIONAL INFORMATION ABOUT THE FUNDS Comparison of Principal Investment Strategies Comparison of Principal Risks of Investing in the Funds Comparison of Fundamental and Non-Fundamental Investment Restrictions Comparison of Share Classes and Distribution Arrangements Comparison of Purchase and Redemption Procedures Comparison of Distribution Policies Forms of Organization and Securities to be Issued Pending Litigation Where to Find More Information THE PROPOSED REORGANIZATION Summary of Plan of Reorganization Board Considerations in Approving the Reorganization Federal Income Tax Considerations Costs of the Reorganization VOTING INFORMATION Proxy Statement/Prospectus Quorum Requirement and Adjournment Vote Necessary to Approve the Plan Effect of Abstentions and Broker “Non-Votes” Proxy Solicitation Other Meeting Matters Share Ownership by Large Shareholders, Management and Directors OTHER MATTERS


Capitalization Dissenters’ Rights Shareholder Proposals WHERE TO FIND ADDITIONAL INFORMATION

	Current		Pro Forma
	Aggressive Investors 2 Fund (AI2 Fund)	Aggressive Investors 1 Fund (AI1 Fund)	Aggressive Investors 2 Fund + Aggressive Investors 1 Fund (assumes Reorganization is completed)

Shareholder Fees (paid directly from your investment)
Sales Charge (Load) Imposed on Purchases	None	None	None
Sales Charge (Load) Imposed on Reinvested Dividends	None	None	None
Redemption Fees	None	None	None
Exchange Fees	None	None	None

	Aggressive Investors 2 Fund (AI2 Fund)	Aggressive Investors 1 Fund (AI1 Fund)	Pro Forma Adjustments	Aggressive Investors 1 Fund (pro forma)
Net assets	$ 151,416,034	$ 82,026,659		$ 233,442,693
Shares outstanding	12,255,941	2,635,028	(7,391,950)1	7,499,019
Net asset value per share	$ 12.35	$ 31.13		$ 31.13

Name and Address	Number of Shares Owned	Percent Owned of Record*

Name and Address		_____%

	Period ended December 31, 2011	Year Ended June 30, 2011	Year Ended June 30, 2010	Year Ended June 30, 2009	Year Ended June 30, 2008	Year Ended June 30, 2007
Net Asset Value, Beginning of Period	$15.24	$11.20	$10.37	$20.67	$20.05	$17.55
Net Investment Income (Loss) (a)	0.09	0.05	0.06	0.02	(0.08)	(0.07)
Income from Investment Operations:
Net Realized and Unrealized Gain\(Loss)	(2.88)	4.09	0.82	(10.32)	1.27	2.94
Total from Investment Operations	(2.79)	4.14	0.88	(10.30)	1.19	2.87
Less Distributions to shareholders from:
Net Realized Gain	-	-	-	-	(0.57)	(0.37)
Net Investment Income	(0.10)	(0.10)	(0.05)	-	-	-
Total Distributions	(0.10)	(0.10)	(0.05)	-	(0.57)	(0.37)
Paid in Capital from Redemption Fees (a)	-	-	-	-	-	-
Net Asset Value, End of Period	$12.35	$15.24	$11.20	$10.37	$20.67	$20.05

Total Return	(18.26%)	37.05%	8.44%	(49.83%)	5.88%(c)	16.68%
Ratios and Supplemental Data
Net Assets End of Period (000’s)	$151,416	$226,220	$303,293	$383,856	$885,076	$650,939
Expenses Before Waivers and Reimbursements (b)	0.58%	0.70%	1.02%	1.20%	1.17%	1.22%
Expenses After Waivers and Reimbursements (b)	0.58%	0.70%	1.02%	1.20%	1.17%	1.22%
Net Income (Loss) After Waivers and Reimbursements (b)	1.30%	0.36%	0.52%	0.14%	(0.40%)	(0.38%)
Portfolio Turnover Rate	61%	93%	105%	126%	127%	124%

Total Distributions	(0.63)	(0.71)	(0.24)	(0.33)	(10.49)	(5.98)
Paid in Capital from Redemption Fees (a)	-	-	-	-	-	-
Net Asset Value, End of Period	$31.13	$38.19	$27.67	$25.93	$53.96	$61.90
Total Return	(16.77%)	40.81%	7.56%	(51.31%)	3.54%(d)	10.79%
Ratios and Supplemental Data
Net Assets End of Period (000’s)	$82,027	$106,757	$93,008	$115,835	$338,715	$367,958
Expenses Before Waivers and Reimbursements (b)	(0.31%)(c)	(0.41%)(c)	(0.51%)(c)	0.34%(c)	1.78%	1.72%
Expenses After Waivers and Reimbursements (b)	(0.31%)	(0.41%)	(0.51%)	0.34%	1.78%	1.72%
Net Income (Loss) After Waivers and Reimbursements (b)	2.17%	1.49%	1.94%	0.97%	(1.03%)	(0.75%)
Portfolio Turnover Rate	63%	107%	118%	134%	142%	115%

Aggressive Investors 2 Fund
Aggressive Investors 1 Fund
Pro Forma Combined Statement of Assets and Liabilities
As of December 31, 2011

	Acquired Fund	Acquiring Fund
	Aggressive Investors 2	Aggressive Investors 1	Pro Forma Adjustments		Pro Forma Combined
Assets:
Investments, at cost*	$ 156,678,217	$ 83,668,686	$ -		$ 240,346,903
Unrealized depreciation	(5,299,374)	(1,732,158)	-		(7,031,532)
Investments, at market value	151,378,843	81,936,528	-		233,315,371
Receivables:
Portfolio securities sold	536,495	-	-		536,495
Fund shares sold	10,477	17,151	-		27,628
Dividend and interest	169,647	109,640	-		279,287
Receivable from investment adviser	-	50,498	-		50,498
Total return swap	140,383	70,950	-		211,333
Prepaid expenses	26,826	15,339	-		42,165
Total Assets	152,262,671	82,200,106	-		234,462,777

Liabilities:
Payables:
Fund shares redeemed	$ 387,435	$ 125,896	-		$ 513,331
Loan Payable	340,000	-			340,000
Accrued Liabilities:	-	-	-		-
Investment adviser fees	2,991	-			2,991
Administration fees	4,914	2,644	-		7,558
Other	111,297	44,907	-		156,204
Total Liabilities	846,637	173,447	-		1,020,084

NET ASSETS	$ 151,416,034	$ 82,026,659	$ -		$ 233,442,693

NET ASSETS consist of:
Paid-in Capital	$ 346,262,324	$ 152,881,861	$ -		$ 499,144,185
Accumulated undistributed net investment income/(loss)	(56,836)	990,325	-		933,489
Accumulated net realized loss on investments	(189,490,080)	(70,113,369)	-		(259,603,449)
Net unrealized depreciation on investments	(5,299,374)	(1,732,158)	-		(7,031,532)

Total Net Assets	$ 151,416,034	$ 82,026,659	$ -		$ 233,442,693



Shares of common stock outstanding of $0.001 par value*	12,255,941	2,635,028	(7,391,950)	(a)	7,499,019
Net asset value per share	$ 12.35	$ 31.13			$ 31.13


(a) Reflects the adjustment to the number of shares outstanding due to the merger.

See Notes to Pro Forma Combined Financial Statements.

Aggressive Investors 2 Fund
Aggressive Investors 1 Fund
Pro Forma Combined Statement of Operations
For the 12 Months Ended December 31, 2011



	Acquired Fund	Acquiring Fund
	Aggressive Investors 2	Aggressive Investors 1	Pro Forma Adjustments		Pro Forma Combined
Investment Income:
Dividends	$ 2,715,323	$ 1,279,890	$ -		$ 3,995,213
Less: foreign tax withheld	(22,977)	(8,158)			(31,135)
Securities lending	131,732	108,566	-		240,298
Total investment income	2,824,078	1,380,298	-		4,204,376

Expenses:
Investment Advisory fees - Base fee	1,858,022	890,219	(1,357)	(a)	2,746,884
Investment Advisory fees - Performance adjustment	(1,435,899)	(1,521,926)	1,238,689	(a)	(1,719,136)
Administration fees	77,657	37,237	-		114,894
Accounting fees	70,275	57,921	(40,800)	(b)	87,396
Transfer agent fees	211,952	64,099	(15,000)	(b)	261,051
Professional fees	72,682	39,353	(7,000)	(b)	105,035
Custody fees	6,754	7,931	-		14,685
Blue sky fees	24,877	23,545	(20,486)	(b)	27,936
Directors' and officers' fees	34,771	16,646	-		51,417
Shareholder servicing fees	228,536	63,739	-		292,275
Reports to shareholders	49,353	22,145	(3,000)	(b)	68,498
Miscellaneous expenses	70,418	29,954	(5,505)	(b)	94,867
Total expenses before waivers	1,269,398	(269,137)	1,145,541		2,145,802
Net Investment Income	1,554,680	1,649,435	(1,145,541)		2,058,574

Net Realized/Unrealized Gain on Investments:
Realized Gain/(Loss) on:
Invesments	18,019,237	8,272,244	-		26,291,481
Swaps	2,805	(49,142)	-		(46,337)
Net Realized Gain	18,022,042	8,223,102	-		26,245,144
Change in Unrealized Depreciation on:
Invesments	(39,899,403)	(19,264,035)	-		(59,163,438)
Swaps	(2,988)	(84,206)	-		(87,194)
Net Change in Unrealized Depreciation	(39,902,391)	(19,348,241)	-		(59,250,632)
Net Realized and Unrealized Loss
on Investments	(21,880,349)	(11,125,139)	-		(33,005,488)
DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS	$ (20,325,669)	$ (9,475,704)	$ (1,145,541)		$ (30,946,914)

(a) Adjustment reflects the difference in the advisory fee as a result of consolidating assets into one fund.
(b) Adjustment to reflect cost savings as a result of combining into one fund.

See Notes to Pro Forma Combined Financial Statements.