Bridgeway Funds N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number             811-08200            

                                Bridgeway Funds, Inc.                                

(Exact name of registrant as specified in charter)

20 Greenway Plaza, Suite 450

                                 Houston, Texas 77046                                

(Address of principal executive offices) (Zip code)

Michael D. Mulcahy, President

Bridgeway Funds, Inc.

20 Greenway Plaza, Suite 450

                                Houston, Texas 77046                                

(Name and address of agent for service)

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

Date of fiscal year end: June 30

Date of reporting period: July 1, 2012 through June 30, 2013

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

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

A no-load mutual fund family of domestic funds
Annual Report
June 30, 2013
AGGRESSIVE INVESTORS 1	BRAGX
ULTRA-SMALL COMPANY	BRUSX
(Open to Existing Investors — Direct Only)
ULTRA-SMALL COMPANY MARKET	BRSIX
SMALL-CAP MOMENTUM	BRSMX
SMALL-CAP GROWTH	BRSGX
SMALL-CAP VALUE	BRSVX
LARGE-CAP GROWTH	BRLGX
BLUE CHIP 35 INDEX	BRLIX
MANAGED VOLATILITY	BRBPX
www.bridgeway.com

TABLE OF CONTENTS

Letter from the Investment Management Team	1
AGGRESSIVE INVESTORS 1 FUND
Manager’s Commentary	8
Schedule of Investments	12
ULTRA-SMALL COMPANY FUND
Manager’s Commentary	15
Schedule of Investments	20
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary	25
Schedule of Investments	29
SMALL-CAP MOMENTUM FUND
Manager’s Commentary	41
Schedule of Investments	45
SMALL-CAP GROWTH FUND
Manager’s Commentary	52
Schedule of Investments	56
SMALL-CAP VALUE FUND
Manager’s Commentary	59
Schedule of Investments	63
LARGE-CAP GROWTH FUND
Manager’s Commentary	66
Schedule of Investments	69
BLUE CHIP 35 INDEX FUND
Manager’s Commentary	72
Schedule of Investments	76
MANAGED VOLATILITY FUND
Manager’s Commentary	78
Schedule of Investments	83
Schedule of Options Written	87
STATEMENTS OF ASSETS AND LIABILITIES	91
STATEMENTS OF OPERATIONS	93
STATEMENTS OF CHANGES IN NET ASSETS	95
FINANCIAL HIGHLIGHTS	99
Notes to Financial Statements	105
Report of Independent Registered Public Accounting Firm	118
Other Information	119
Disclosure of Fund Expenses	125
Directors & Officers	127

Bridgeway Funds Standardized Returns as of June 30, 2013* (Unaudited)

					Annualized
Fund	Quarter		Six Months		1 Year		5 Years		10 Years		Inception to Date		Inception Date		Gross Expense Ratio2		Net Expense Ratio2
Aggressive Investors 1		3.40%		17.87%		31.92%		-2.53%		5.71%		13.16%		8/5/1994		1.33%3		NA3
Ultra-Small Company		8.61%		29.73%		42.85%		10.67%		10.80%		16.07%		8/5/1994		1.25%		1.25%
Ultra-Small Co Market		8.35%		23.52%		29.95%		8.52%		8.85%		10.87%		7/31/1997		0.95%1		0.87%1
Small-Cap Momentum		2.44%		15.00%		22.31%		NA		NA		15.17%		5/28/2010		5.76%1		0.93%1
Small-Cap Growth		6.71%		24.26%		29.92%		1.73%		NA		4.43%		10/31/2003		1.08%1		0.94%1
Small-Cap Value		3.11%		19.24%		32.49%		5.06%		NA		7.60%		10/31/2003		0.99%1		0.94%1
Large-Cap Growth		3.58%		15.33%		23.06%		4.20%		NA		5.62%		10/31/2003		0.92%1		0.84%1
Blue Chip 35 Index		3.34%		15.40%		20.89%		8.44%		6.52%		5.74%		7/31/1997		0.29%1		0.15%1
Managed Volatility		0.95%		4.94%		7.23%		2.66%		4.50%		3.89%		6/30/2001		1.44%1		0.95%1

Bridgeway Funds Returns for Calendar Years 1999 through 2012* (Unaudited)

	1999			2000			2001			2002			2003			2004			2005			2006			2007			2008			2009			2010			2011			2012
Aggressive Investors 1		120.62	%		13.58	%		-11.20	%		-18.01	%		53.97	%		12.21	%		14.93	%		7.11	%		25.80	%		-56.16	%		23.98	%		17.82	%		-10.31	%		21.58	%
Ultra-Small Company		40.41	%		4.75	%		34.00	%		3.98	%		88.57	%		23.33	%		2.99	%		21.55	%		-2.77	%		-46.24	%		48.93	%		23.55	%		-14.64	%		24.49	%
Ultra-Small Co Market		31.49	%		0.67	%		23.98	%		4.90	%		79.43	%		20.12	%		4.08	%		11.48	%		-5.40	%		-39.49	%		25.95	%		24.86	%		-7.86	%		19.83	%
Small-Cap Momentum																																						-0.92	%		14.18	%
Small-Cap Growth																	11.59	%		18.24	%		5.31	%		6.87	%		-43.48	%		15.04	%		11.77	%		-0.63	%		11.05	%
Small-Cap Value																	17.33	%		18.92	%		12.77	%		6.93	%		-45.57	%		26.98	%		16.55	%		1.05	%		20.99	%
Large-Cap Growth																	6.77	%		9.33	%		4.99	%		19.01	%		-45.42	%		36.66	%		13.34	%		-0.71	%		16.21	%
Blue Chip 35 Index		30.34	%		-15.12	%		-9.06	%		-18.02	%		28.87	%		4.79	%		0.05	%		15.42	%		6.07	%		-33.30	%		26.61	%		10.60	%		3.17	%		15.20	%
Managed Volatility											-3.51	%		17.82	%		7.61	%		6.96	%		6.65	%		6.58	%		-19.38	%		12.39	%		5.41	%		1.94	%		6.46	%

Performance figures quoted represent past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than original cost. To obtain performance current to the most recent month-end, please visit www.bridgeway.com or call 1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains.

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

² Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of June 30, 2013.

³ The management fee included in the gross expense ratio for the Aggressive Investors 1 Fund has been restated to reflect only the base management fee payable under the Fund’s performance-based management fee structure. The total actual management fee for the fiscal year ended June 30, 2012 was -0.47%. The actual total management fee for the prior fiscal year was negative due to the negative performance adjustment of the investment management fee under the Fund’s performance-based management fee structure.

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

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

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

  i www.bridgeway.com

LETTER FROM THE INVESTMENT MANAGEMENT TEAM    

June 30, 2013

Dear Fellow Shareholders,

Domestic equity markets performed positively during the latest quarter and last twelve months ended June 30, 2013. The Bridgeway Funds performed within design expectations, guided by our statistically driven, evidence-based investment approach. Please see the enclosed letters for a detailed explanation of each Fund’s performance during the quarter and fiscal year. We hope you find it helpful.

See page 2 for an update to our ongoing dialogue on macro-driven markets, followed on page 3 by a discussion of long-term investing, supported by the work of Dr. Jeremy Siegel, Professor of Finance at the Wharton School of the University of Pennsylvania.

Each fiscal year we commit to reporting to shareholders what we think was the “worst thing” at Bridgeway that year. In fiscal year 2013, it was difficult to come up with a “worst thing” because so much went well this year. A Bridgeway shareholder offered us feedback that led us to the “worst thing.” Details are on page 4.

Bridgeway Capital Management just celebrated its 20th anniversary. See page 5 for highs and lows as shared by Bridgeway’s founder, John Montgomery.

One of the strongest parts of our culture is a commitment to community and world change. On page 7, Dick Cancelmo shares his experience as a member of the volunteer executive panel for the Prison Entrepreneurship Program.

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

Sincerely,

Your Investment Management Team

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

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

Market Review

The Short Version: The domestic equity markets rose in the second quarter of 2013. The positive market momentum that started in November of 2012 continued through April and May, with the S&P 500 Index closing above 1,600 and the Dow closing above 15,000 for the first time. In June, the Dow closed roughly 3.2% below its record high set in May. The quarter ended with the S&P 500 Index and the Dow up approximately 2.9%.

Returns across U.S. equity style boxes, as defined by Morningstar, were mixed for the quarter, with large-cap value and small-cap growth as the stronger “corners.” Large-cap core led the way, up 4.69%, while small-cap value was the laggard, up 0.18%. Value slightly outperformed growth, and large-cap stocks were favored over small-cap stocks.

Quarterly sector performance for the S&P 500 Index was mixed. Financials led the way, gaining approximately seven percent, followed by Consumer Discretionary, up over six percent, and Health Care, up close to four percent. Utilities, Materials, and Energy stocks fared the worst and were the only sectors in negative territory. Utilities were down almost three percent, Materials fell approximately two percent, and Energy was down less than one percent.

Following are the stock market “style box” returns from Morningstar for the quarter and year:

Macro-Driven Markets — An Update

The Short Version: As reported a number of times over the last five years, macro-driven markets have been unfavorable to our models and to Select Funds with a strong growth component (Aggressive Investors 1, Ultra-Small Company, Large-Cap Growth, and Small-Cap Growth). This quarter, specifically in the month of June, these Funds were once again put to the test with a high correlation spike, statistical evidence of a macro-driven market. We passed this test with flying colors, evidence that incorporating additional data and incremental model improvements have helped.

High correlation markets are markets in which individual stock prices tend to move proportionally in tandem — statistically, we define these as time periods when stock correlations reach 0.5 or higher. We call these “macro-driven markets,” markets within which investors focus on macroeconomic events, such as the European debt crisis or actions of the Federal Reserve Board, rather than the economic health of individual companies. Thus, in a macro-driven market, good news at Company XYZ is less likely to favorably impact its stock price than in most market environments. Macro-driven markets are unfavorable to our more growth leaning models in particular, since our models focus on data at the company rather than at a national or world level.

Five of the eight macro-driven markets since 1940 have occurred in the last five years. In the month of June, our Funds were put to the test once again as stock correlations climbed to the 0.50 level. We passed the test. While two of our growth leaning funds (Aggressive Investors 1 and Ultra-Small Company) did trail their primary market benchmarks in June, as expected, all four (Aggressive Investors 1, Ultra-Small Company, Small-Cap Growth, and Large-Cap Growth) did outperform for the full June quarter and fiscal year. The incremental model improvements of the last five years plus the addition of high correlation

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

market environments in our calibration dataset seem to have helped, as hoped and expected. No one knows whether macro-driven markets will continue at the current pace or return to the former level of once every two or three decades. However, we are pleased with our performance in the most two recent spikes of correlation.

Long-Term Investing

The Short Version: In 1994, Dr. Jeremy Siegel, Professor of Finance at the Wharton School of the University of Pennsylvania, wrote the first edition of Stocks for the Long Run. He subsequently updated this book in 1998, 2002 and 2008, continuing to document the benefits of investing in equities over the long term, relative to bonds. With the volatility of the equity markets these days, commentators either declare him a genius (when the equity markets are up) or misguided (when the equity markets are down). However, these responses are based on the whims of the current market and not long-term data and evidence that more appropriately supports the key point Dr. Siegel is making: If you are a patient, long-term investor, by remaining in stocks over the long-term, you can have greater returns with less risk than bonds or cash.

Dr. Siegel’s research shows that stocks give higher returns with less risk than bonds if you measure risk over longer time periods, such as 10 years and beyond. Recent critics will pick the market low of 2008 to prove Dr. Siegel “wrong” for a single 10-, 20- and 30-year period. However, since investors don’t generally invest all their money on a single day and take it all out on a single day - and on days that just happen to coincide with the dates picked by the critics - this criticism isn’t very helpful. Dr. Siegel’s data and conclusions are still valid for people who invest across multiple time periods and with a plan.

Unfortunately, we have allowed the media to focus our eyes on risk as defined by what is happening in the market today, this month or this year. For long-term investors, such as those saving for retirement in 25+ years, this short-term movement is mostly irrelevant and can cause you to destroy value and incur greater risk of jeopardizing your retirement savings.

Data presented by the Investment Company Institute shows that investors repeatedly mis-time their investments, buying after market upticks and selling after the market declines. However, if you are 25 to 45 years old, you need to consider Dr. Siegel’s data and evidence. What happens in the market today, this month, this quarter or even this year, is mathematically not that important if you implement a multi-year investment plan that keeps the long-term in proper perspective.

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

A May 31, 2013 article in the Wall Street Journal highlighted a group of investors who were invested 100% in stocks. Were these investors crazy? While we don’t advocate exposure to only one asset class, our answer to this question is, no, they were not crazy. What these investors had in common was not a gambler’s mentality but a proper perspective on risk, returns and time frames, as presented by Dr. Siegel. They understood that what happens over any one short-term period is not that relevant if you have a plan that invests and rebalances regularly.

At Bridgeway, we regularly write about the importance of having an investment plan. In these seemingly turbulent times, a plan that reflects your stage in life, your tolerance for risk, and your cash/income needs is more essential than ever. And, if retirement is 25+ years away, your plan should keep you properly exposed to equities. Incidentally, Dr. Siegel’s book is available in PDF online for free and is recommended reading.

The Worst Thing of the Fiscal Year

The Short Version: Continuing a Bridgeway tradition of disclosing the worst thing of the fiscal year . . . The Bridgeway Ultra-Small Company Market Fund distributed approximately 16% of the Fund’s NAV – the largest percentage of any Fund in the history of Bridgeway – in long term capital gains in 2012. Generally speaking, a higher distribution means that taxable shareholders pay more taxes, which is bad. However, these gains were distributed during a period in which the Fund appreciated 18.20% (the primary market benchmark was up 18.18%). Since this Fund invests only in ultra-small companies and continually “harvests” stocks that have significantly outgrown our size objective, the act of selling larger, highly appreciated stocks generates capital gains for the Fund. We attempt to keep the tax burden low by working hard to generate only gains that are long-term, and thus tax-advantaged. While we would not change our investment or accounting decisions if we could go back, we think we could have better communicated to investors.

In each annual report for the last fifteen fiscal years, Bridgeway has revealed its “worst thing of the year.” This section has become an important Bridgeway tradition. As a shareholder, you are the owner and “boss,” and we think you have a right to know the negatives as well as the positives. In previous years we have discussed company turnover, trading errors, compliance issues, and specific periods of the performance of one or more of our Funds. Part of our firm’s culture is transparency (we’re the only Fund firm we know of that addresses this topic in an annual report), and we work hard to address problems and not repeat mistakes. “Worst things” fall into two categories: a) mistakes we made that we want to learn from and b) bad things beyond our control. The worst thing in fiscal year 2013 has characteristics of both.

By way of disclosure, in fiscal year 2013, it was difficult to come up with a “worst thing” because so much went well this year. While we celebrate this, there’s always something at the trailing edge of not good. A Bridgeway shareholder suggested that a taxable gain this large was not good and that we communicated it poorly. We agree that a large distribution hurts — though we wouldn’t change any investment or accounting decisions on this if we could go back — and further agree we could have communicated better. So let’s dissect the part we don’t control (not a mistake) from the part we do control.

The part we don’t control is that our primary market benchmark was up 18.18% in the Fund’s excise tax year (November 2011 to October 2012), the period of time when the gains were realized. During the same period, the Fund was up 18.20%, and distributed a capital gain of approximately 16% of the Fund’s NAV. So, while large, the capital gains distribution was still smaller in percentage terms than our strong performance, something we would like to repeat. We work hard to keep capital gains long-term in nature, so that taxable shareholder accounts generally pay the lower, long-term rate. While it is possible to not sell our most highly appreciated stocks in any one year, we eventually do since our main objective is to approximate the return of the CRSP 10 Index of ultra-small stocks.

The part we could have done better was communication. While we routinely disclose estimated distributions on our web site prior to the distribution date (this allows investors to decide if they want to invest more before or after the distribution date), we could have highlighted this better. And while our December 2012 semi-annual report financial statements disclosed the distribution, we could have written this explanation in that report, rather than waiting until this letter, a half year later. Our apologies; we intend to do better in the future. Thanks to the shareholder who took the time to point this out; it’s much appreciated.

  www.bridgeway.com 4

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

20 Years at Bridgeway — highs and lows (by Bridgeway’s founder)

The Short Version: Bridgeway Capital Management just celebrated its 20th anniversary. Here are some ruminations by its founder, John Montgomery.

July 12th marked Bridgeway Capital Management’s 20th birthday. That means it’s also my 20th anniversary at Bridgeway. I’ve never worked in any other place for a single decade, let alone two. Something to ponder. So I thought I would . . . .

In my household we play a game called “highs and lows.” Basically, each member around the dinner table shares one or two high and low points from their day or week. Or in the case of my rather international family, it might have been three months since we have last seen each other, so we may be sharing the highs and lows of a several month period. Let me play highs and lows for the last 20 years at Bridgeway.

Some highs: First, I love the people I work with. They are amazing. Bright, creative, committed, diverse, and fun. I wake up in the morning looking forward to the work I get to do and the people I get to do it with. Sometimes I chuckle sheepishly that anyone would actually pay me to do this job. On the other hand, and by way of fiduciary duty, it’s a deep responsibility as well as a privilege.

Second, is you. It’s an extreme honor to me that you entrust your money into our care. I will never take that trust for granted. You give us an outlet to exercise the gifts in financial management that we have honed over two decades at Bridgeway. Working hard on your investments also empowers others through our mission and philanthropic work.

Third, as an engineer, I celebrate two decades of execution in accordance with design. One of our first two mutual funds, Bridgeway Ultra-Small Company Fund, has the highest returns of any diversified mutual fund since inception. It also has outsize risk in accordance with its asset class. For any of our Funds, more important than the specific returns or rankings is that they do what we say they’ll do. We can’t guarantee that, but we work very hard to achieve it through design, execution, and accountability by way of performance attribution and Board oversight. When we are unable to achieve that, such as during the very negative impact of the high correlation markets of 2008-2011 on some of our growth leaning Funds, our investment research process is designed to be self correcting by exploring statistically what happened and adding that data to our calibration database. Thus, Aggressive Investors 1 Fund, for example, has now navigated two high correlation spikes (June quarter 2012 and June quarter 2013); in a way I believe is acceptable should these historically rare market environments continue. This self correction is something, I believe, that is not likely with non-quantitative, “gut and instinct” based investment processes.

And now a low: too many of our shareholders redeemed in the downturn following June of 2008. Many of them invested in fixed income and missed much of the equity appreciation of the last 4+ years. We’ve written about this in more detail in previous letters. It’s the problem of chasing hot returns and selling after a downturn — thus, buying high and selling low, rather than holding on for the long term. It’s destructive and life-changing, and we have to do better. This may sound like I’m blaming others. I’m not; many have a hand in creating and reinforcing this very common investor behavior. We are working on an effective means to further educate investors on the appropriate use of our highly volatile Funds (since investors tend to buy and sell them more).

Behavioral Finance at the University of Virginia (Bridgeway’s Chief Investment Officer goes back to school)

Last April, I took three days to engage in a course on behavioral finance sponsored by the CFA Institute and the University of Virginia’s Darden School of Business. It was an awesome course, giving an overview of the very young field, I won’t say science, of behavioral finance. This field of study is both interesting to me and important to our work at Bridgeway. Here are some of my thoughts on the topic:

My first behavioral finance insight. The year was 1984. The room was a class at Harvard’s graduate school of business. The course: investment management. The class: about 50 students, many of whom were destined for Wall Street. We had just finished a case study that included a very attractive — and rare — track record of an investment management firm “beating the market.” The professor’s final question was, “Who in this room thinks that when they get out of business school and are managing money professionally, that they will be able to beat this track record?” 80% of the hands in the room were raised. My

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

thought was, if 80% of the people in this room think they can beat the market, but statistically less than 20% can, that should create a big advantage for a well-designed investment process based on statistics and a lot of historical data — taking advantage of human irrationality. Out of these thoughts grew the first seeds of Bridgeway’s investment management process. In 1984 I was completely unaware of behavioral finance. But I did start doing research on the application of quantitative methods to investing. Fast forward 29 years . . .

What is behavioral finance?

This is one of my favorite definitions:

There have been many studies that have documented long-term historical phenomena in securities markets that contradict the efficient market hypothesis and cannot be captured plausibly in models based on perfect investor rationality. Behavioral finance attempts to fill the void. Investopedia.com

Simply stated, the efficient market hypothesis asserts that all information is already incorporated into the price of a security. A corollary is that it is therefore not possible to beat the market on a risk adjusted basis consistently or over the long haul.

Are markets efficient? Is the efficient markets hypothesis true?

I believe our markets are very efficient over time, and that it is extremely perilous to try to “beat the market.” There are a few problems with this, however. A major one is that it invites the question, “What is the market?” Does it mean holding a portfolio of all world investments in proportion to their total market weight? Is holding only U.S. stocks an active “bet” on the U.S. economy? Is an equal weighted portfolio of stocks a “bet” against the largest stocks? Should investors ignore their own risk tolerance in favor of holding stocks and bonds in the same proportion that they represent in the broader economy? I believe the answer to each of these questions is “no.” BUT, I still think timing the market is a perilous activity. That’s different from having a well conceived plan for investing in a diversified way, based on historical data, and implementing this plan through thick and thin, especially when it feels least comfortable to do so.

Where does that leave Bridgeway? Are our various funds actively managed, seeking to beat the market?

This is not how I think about them. Relative to Fund strategy design (including target risk) and primary market benchmark, the adviser seeks with each Fund to:

a. take advantage of documented, sometimes irrational, investor behavior

b. “tilt” the portfolio to certain documented risk factor exposures, such as size or valuation

c. take advantage of portfolio construction techniques, for example, rebalancing and security weighting that may increase returns or decrease risk

d. not destroy value, for example, by poor trading execution or ignoring tax consequences that cost nothing in pre-tax returns

The first category, item a, is the reason for Bridgeway’s interest in behavioral finance. Certain historical patterns of behavior create opportunities to not follow the same patterns (sometimes referred to as “anomalies”) of other investors, sometimes taking advantage of that behavior. In a future letter I’ll give several examples of behavioral anomalies.

Strongest takeaway from this seminar:

Humility. And healthy skepticism. Sometimes what looks like an anomaly or risk factor, is not.

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

Lowest personal grade:

Trading simulation. OK, I wasn’t at the bottom of the class, but I wasn’t in the top. To be an average trader is analogous to being an average ballet dancer (among all the people in a city, not all the people in a ballet corps). If you’re like me, you probably wouldn’t want to get on a stage in front of a roomful of people who paid to watch a dancer. I don’t trade at Bridgeway. I’m particularly not well suited for it. Just as important as knowing what you’re good at is knowing what you’re not good at.

One of my favorite quotes from a competitor:

We like to think we invest rationally, but the field of behavioral finance has shown there are social, emotional, and even cognitive factors that can affect our investing decisions. By becoming aware of these unconscious tendencies, we have a better chance of meeting our long-term investing goals. Franklin Templeton Funds.

Transformative Change

Prison Entrepreneurship Program — authored by Dick Cancelmo

In my mind happiness and the pursuit of satisfaction in life evolves around a common theme of People, Places and Purpose. Little did I know that prison could be a Place to evoke happiness until I participated in the Prison Entrepreneurship Program or PEP. This very well run and successful program transforms “inmates and executives by unlocking human potential through entrepreneurial passion, education and mentoring.” One of the outcomes of PEP’s mission is that it tackles a tremendous problem in Texas prisons: that 25% of prisoners return to jail within 3 years. PEP’s 700+ graduates have a recidivism rate of less than 5% since PEP started operations in 2004. In addition, the employment rate for graduates within 90 days of release is 100%, with more than 120 businesses launched from the program.

Three Bridgeway Partners, Kai Liu, Cindy Griffin and Tammira Philippe, have been active in this program for several years. They organized a small group of Partners, family members and a business associate to see what PEP was all about. Recently, we went to the Cleveland Correctional Center just north of Houston and spent the better part of the day in prison. We participated in “Pitch Day,” an exercise where select prisoners “pitch” business plans for their hopeful post-prison businesses. As members of the volunteer executive panels, we offered insight, suggestions and encouragement to this group of men.

When we arrived at the Cleveland Correctional Center, the first thing that was obvious was that there are very few things that differentiate us from the inmates in the program. If it weren’t for luck or grace or whatever you choose to call it, any of us could be the ones on the other side. Secondly, they were very well prepared for this event after spending many hours of hard work studying an outstanding curriculum. Third, they were incredibly articulate, passionate, friendly and thankful for our help, and more importantly the help of the dedicated leaders of PEP who have given these men the tremendous gift of Purpose.

Perhaps the experience was best summed up by Matt Hall, our business associate who joined us – “I’m very cognizant of what gives me energy and of activities that are energy thieves. If I think about how I feel after being away on a ten day vacation and compare that feeling to one day at PEP, there’s no question that PEP is the winner. Three weeks later, I’m still energized by the men of PEP.”

PEP’s success in reducing recidivism rates and changing lives has been growing. They hope to soon include all inmates at the Cleveland Correctional Center, which would double the program size. Check out PEP for yourself - http:// www.prisonentrepreneurship.org/.

  7 Annual Report | June 30, 2013  

Aggressive Investors 1 Fund MANAGER’S COMMENTARY (Unaudited)

June 30, 2013

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 3.40%, outperforming our primary market benchmark, the S&P 500 Index (+2.91%), the Russell 2000 Index (+3.08%), and our peer benchmark, the Lipper Capital Appreciation Funds Index (+2.18%). In June we experienced a high correlation spike — a historically rare and unfriendly environment for our Fund. Our Fund has now navigated two high correlation spikes (the other in June 2012) much better than the previous ones (2008, 2010, 2011), as discussed on page 2. We are pleased with the results.

For the fiscal year ending June 30, 2013, our Fund appreciated 31.92%, strongly outperforming our primary benchmark, the S&P 500 Index (+20.60%), our peer benchmark, the Lipper Capital Appreciation Index (+20.06%) and the Russell 2000 Index (+24.21%). We are very pleased with both the relative and absolute returns for the one year period. We continue to lead our primary benchmark for the fifteen-year and life-to-date periods, but we still have ground to make up for the five and ten year periods.

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

Standardized Returns as of June 30, 2013

					Annualized
	Quarter		1 Year		5 Years		10 Years		Since Inception (8/5/94)
Aggressive Investors 1 Fund		3.40%		31.92%		-2.53%		5.71%		13.16%
S&P 500 Index		2.91%		20.60%		7.01%		7.30%		8.91%
Russell 2000 Index		3.08%		24.21%		8.77%		9.53%		9.08%
Lipper Capital Appreciation Funds Index		2.18%		20.06%		4.58%		7.83%		7.84%

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

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

According to data from Lipper, Inc. as of June 30, 2013, Aggressive Investors 1 Fund ranked 19th of 281 capital appreciation funds for the twelve months ending June 30, 2013, 219th of 230 over the last five years, 127th of 163 over the last ten years, and 2nd of 51 since inception in August, 1994. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  www.bridgeway.com 8

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

Aggressive Investors 1 Fund vs. S&P 500 Index, Russell 2000 Index & Lipper Capital Appreciation Funds Index

from Inception 8/5/94 to 6/30/13

Detailed Explanation of Quarterly Performance

The Short Version: In a quarter where overall volatility went up, and in spite of the high correlation spike in June, we outperformed our primary market benchmark. The Fund’s current “tilt” toward higher beta (measure of market risk) stocks helped in the June quarter market environment.

We outperformed our primary benchmark by approximately 0.5% for the quarter ended June 30, 2013. It was a period in which there was an increase in volatility, along with a spike in correlation at the end of the quarter. As expected, we did slightly underperform in the month of June when these correlations were the highest, but this was less of a decline than in past spikes, and the outperformance from the other two months more than made up for it — an excellent result. We believe that incorporating four high correlation spikes since 2008 into our database, as well as the ongoing process of model refinements, have helped improve the Fund’s navigation through such historically unfavorable high correlation markets.

The Fund continues to be overweighted in the Consumer Discretionary sector, one of the best performing sectors in the June quarter (it returned approximately 6.9% versus a 2.9% S&P 500 Index return) and underweighted in the lagging Utilities sector, which also had a positive effect on the Fund’s performance. Fund holdings in the Information Technology and Consumer Staples sectors added to the Fund’s strong returns as well. Our models continued to successfully identify stocks that show strong company financial health, adding around 2.8% to overall absolute returns.

Detailed Explanation of Fiscal Year Performance

The Short Version: For the fiscal year ended June 30, 2013, we outperformed our primary benchmark by 11.32%. Our current positioning, favoring smaller size, higher leverage, and higher beta (market risk) companies, helped in the market environment of the fiscal year. Our stocks performed well across a broad spectrum of our quantitative models during the low/mid-correlation environment of the first three fiscal year quarters.

The fiscal year ended June 30, 2013 contained a high-correlation spike, an environment traditionally unfavorable to our growth models. However, as discussed in the quarterly commentary above, we fared better during this recent quarter than during previous spikes. The other three quarters had historically normal market correlation, which contributed to the Fund outperforming our primary market benchmark for the year by more than eleven percent.

  9 Annual Report | June 30, 2013  

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

As is usual, our larger universe of stocks (those from which we select companies for the Fund) and non-market cap weighting tends to give us a small-cap bias compared to the S&P 500 Index. Throughout the fiscal year, this proved to be beneficial, especially in the December quarter of 2012. The Fund’s Consumer Discretionary holdings shined for the fiscal year, adding almost four percent to the Fund’s performance relative to the primary market benchmark. Although the Financial sector was the best performing sector in the S&P 500 Index, the Fund’s overweighting of non-bank financial stocks did not help performance. The Fund’s above-market exposure to strongly performing high beta and more highly leveraged companies did add significantly to our positive results.

Top Ten Holdings as of June 30, 2013

Rank	Description	Industry	% of Net Assets
1	PulteGroup, Inc.	Household Durables		1.8%
2	Lumber Liquidators Holdings, Inc.	Specialty Retail		1.8%
3	Western Digital Corp.	Computers & Peripherals		1.8%
4	Gap, Inc. (The)	Specialty Retail		1.7%
5	Pilgrim’s Pride Corp.	Food Products		1.7%
6	Ryland Group, Inc. (The)	Household Durables		1.5%
7	Seagate Technology PLC	Computers & Peripherals		1.5%
8	Tesoro Corp .	Oil, Gas & Consumable Fuels		1.3%
9	Delphi Automotive PLC	Auto Components		1.3%
10	AAR Corp.	Aeorspace & Defense		1.3%
	Total			15.7%

Industry Sector Representation as of June 30, 2013

	% of Net Assets		% of S&P 500 Index		Difference
Consumer Discretionary		18.6%		12.2%		6.4%
Consumer Staples		8.4%		10.5%		-2.1%
Energy		10.0%		10.5%		-0.5%
Financials		17.3%		16.7%		0.6%
Health Care		7.3%		12.7%		-5.4%
Industrials		11.7%		10.2%		1.5%
Information Technology		17.5%		17.8%		-0.3%
Materials		4.8%		3.3%		1.5%
Telecommunication Services		1.7%		2.8%		-1.1%
Utilities		2.2%		3.3%		-1.1%
Cash & Other Assets		0.5%		0.0%		0.5%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

  www.bridgeway.com 10

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

product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options, futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Finally, the Fund exposes shareholders to “focus risk,” which may add to Fund volatility through the possibility that a single company could significantly affect total return. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

Conclusion

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

Sincerely,

The Investment Management Team

  11 Annual Report | June 30, 2013  

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 99.54%
Aerospace & Defense - 2.40%
AAR Corp.		129,800	$	2,853,004
Precision Castparts Corp.		10,900		2,463,509
				5,316,513
Airlines - 2.33%
Delta Air Lines, Inc.*		125,800		2,353,718
SkyWest, Inc.		207,700		2,812,258
				5,165,976
Auto Components - 2.35%
Delphi Automotive PLC		57,100		2,894,399
Lear Corp.		38,200		2,309,572
				5,203,971
Automobiles - 1.06%
Toyota Motor Corp. - Sponsored ADR		19,400		2,340,804
Biotechnology - 1.98%
Amgen, Inc.		22,100		2,180,386
Gilead Sciences, Inc.*		42,800		2,191,788
				4,372,174
Chemicals - 5.87%
Albemarle Corp.		36,300		2,261,127
CF Industries Holdings, Inc.		12,178		2,088,527
Ecolab, Inc.		28,000		2,385,320
Kraton Performance Polymers, Inc.*		41,700		884,040
LyondellBasell Industries NV		36,700		2,431,742
OM Group, Inc.*		32,300		998,716
Sherwin-Williams Co. (The)		11,000		1,942,600
				12,992,072
Commercial Banks - 0.98%
Bank of Montreal+		37,300		2,164,519
Computers & Peripherals - 4.12%
Apple, Inc.		4,800		1,901,184
Seagate Technology PLC		72,900		3,268,107
Western Digital Corp.		63,500		3,942,715
				9,112,006
Consumer Finance - 2.02%
Discover Financial Services		47,700		2,272,428
SLM Corp.		96,000		2,194,560
				4,466,988

Industry Company	Shares		Value
Diversified Consumer Services - 0.97%
H&R Block, Inc.		77,000	$	2,136,750
Diversified Financial Services - 1.97%
Citigroup, Inc.		45,300		2,173,041
Moody’s Corp.		35,900		2,187,387
				4,360,428
Diversified Telecommunication Services - 1.03%
Verizon Communications, Inc.		45,200		2,275,368
Electric Utilities - 1.09%
Entergy Corp.		34,600		2,410,928
Electrical Equipment - 0.98%
Rockwell Automation, Inc.		26,200		2,178,268
Electronic Equipment, Instruments & Components - 2.32%
Corning, Inc.		167,900		2,389,217
Plexus Corp.*		92,100		2,752,869
				5,142,086
Energy Equipment & Services - 1.01%
Exterran Holdings, Inc.*		79,700		2,241,164
Food & Staples Retailing - 3.72%
Kroger Co. (The)		80,800		2,790,832
Rite Aid Corp.*+		911,600		2,607,176
Safeway, Inc.		120,000		2,839,200
				8,237,208
Food Products - 4.72%
Flowers Foods, Inc.		101,250		2,232,562
Ingredion, Inc.		33,600		2,204,832
Kellogg Co.		36,700		2,357,241
Pilgrim’s Pride Corp.*		243,900		3,643,866
				10,438,501
Health Care Equipment & Supplies - 1.17%
Medtronic, Inc.		50,500		2,599,235
Health Care Providers & Services - 4.15%
DaVita HealthCare Partners, Inc.*		20,700		2,500,560
HCA Holdings, Inc.		57,800		2,084,268
MWI Veterinary Supply, Inc.*		18,600		2,292,264
Tenet Healthcare Corp.*		50,000		2,305,000
				9,182,092

  www.bridgeway.com 12

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Hotels, Restaurants & Leisure - 1.10%
Texas Roadhouse, Inc.		96,900		$  2,424,438
Household Durables - 6.29%
Hovnanian Enterprises, Inc., Class A*+		297,000		1,666,170
PulteGroup, Inc.*		212,900		4,038,713
Ryland Group, Inc. (The)+		83,200		3,336,320
Sony Corp. - Sponsored ADR		115,100		2,438,969
Whirlpool Corp.		21,300		2,435,868
				13,916,040
Insurance - 8.63%
Allstate Corp. (The)		50,700		2,439,684
Arch Capital Group, Ltd.*		49,900		2,565,359
Axis Capital Holdings, Ltd.		59,200		2,710,176
First American Financial Corp.		89,200		1,965,968
Genworth Financial, Inc., Class A*		220,700		2,518,187
MetLife, Inc.		56,000		2,562,560
Prudential Financial, Inc.		31,900		2,329,657
Stewart Information Services Corp.		77,000		2,016,630
				19,108,221
IT Services - 6.65%
Accenture PLC, Class A		35,900		2,583,364
Alliance Data Systems Corp.*		14,500		2,624,935
Computer Sciences Corp.		46,000		2,013,420
FleetCor Technologies, Inc.*		29,000		2,357,700
Unisys Corp.*		118,100		2,606,467
Western Union Co. (The)+		148,500		2,540,835
				14,726,721
Leisure Equipment & Products - 1.03%
Hasbro, Inc.+		50,600		2,268,398
Machinery - 2.81%
ITT Corp.		77,300		2,273,393
Oshkosh Corp.*		38,600		1,465,642
Snap-on, Inc.		27,700		2,475,826
				6,214,861
Media - 1.23%
Time Warner Cable, Inc.		24,200		2,722,016
Office Electronics - 1.08%
Xerox Corp.		264,700		2,400,829
Oil, Gas & Consumable Fuels - 6.97%
CVR Energy, Inc.		41,600		1,971,840

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Delek US Holdings, Inc.		85,200		$    2,452,056
HollyFrontier Corp.		41,500		1,775,370
Marathon Petroleum Corp.		40,000		2,842,400
Stone Energy Corp.*		61,000		1,343,830
Tesoro Corp.		56,300		2,945,616
Valero Energy Corp.		60,500		2,103,585
				15,434,697
Professional Services - 1.18%
Huron Consulting Group, Inc.*		56,500		2,612,560
Real Estate Investment Trusts (REITs) - 3.72%
American Tower Corp.		28,600		2,092,662
Geo Group, Inc. (The)		61,900		2,101,505
Weingarten Realty Investors		65,600		2,018,512
Weyerhaeuser Co.		70,700		2,014,243
				8,226,922
Road & Rail - 1.99%
Avis Budget Group, Inc.*		70,100		2,015,375
Hertz Global Holdings, Inc.*		95,900		2,378,320
				4,393,695
Semiconductors & Semiconductor Equipment - 3.35%
Amkor Technology, Inc.*+		526,100		2,214,881
Cree, Inc.*		40,000		2,554,400
Magnachip Semiconductor Corp.*		144,900		2,647,323
				7,416,604
Specialty Retail - 4.63%
Gap, Inc. (The)		89,000		3,713,970
Lumber Liquidators Holdings, Inc.*+		51,500		4,010,305
O’Reilly Automotive, Inc.*		22,500		2,533,950
				10,258,225
Trading Companies & Distributors - 0.92%
MRC Global, Inc.*		73,900		2,041,118
Wireless Telecommunication Services - 1.72%
Cellcom Israel, Ltd.+		155,000		1,430,650
SBA Communications Corp., Class A*		32,100		2,379,252
				3,809,902
TOTAL COMMON STOCKS - 99.54%				220,312,298
(Cost $190,263,292)

  13 Annual Report | June 30, 2013  

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

	Rate^	Shares		Value
MONEY MARKET FUND - 0.00%
BlackRock FedFund	0.01%		2,760		$2,760
TOTAL MONEY MARKET FUND - 0.00%					2,760
(Cost $ 2,760)
TOTAL INVESTMENTS - 99.54%					$220,315,058
(Cost $190,266,052)
Other Assets in Excess of Liabilities - 0.46%					1,021,747
NET ASSETS - 100.00%					$221,336,805
*       Non-income producing security.
^      Rate disclosed as of June 30, 2013.
+      This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $8,951,730 at June 30, 2013.
ADR - American Depositary Receipt
PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
		Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks		$220,312,298		$      —		$      —		$220,312,298
Money Market Fund		—		2,760		—		2,760
TOTAL		$220,312,298		$2,760		$      —		$220,315,058

See Notes to Financial Statements.

  www.bridgeway.com 14

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

June 30, 2013

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 8.61%, outperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+7.17%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+5.81%), the Russell Microcap Index (+5.10%) and the Russell 2000 Index (+3.08%). We are pleased with the results.

For the fiscal year ended June 30, 2013, our Fund appreciated 42.85%, strongly outperforming each of our performance benchmarks: our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+26.96%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+26.30%), the Russell Microcap Index (+25.38%), and the Russell 2000 Index (+24.21%). It feels good to have a clean sweep for these shorter time periods and since inception. We still have some ground to make up relative to our performance benchmarks in the five- and ten-year periods, primarily due to the “penny stock” and “junk rally” effects of 2009.

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

Standardized Returns as of June 30, 2013

					Annualized
	Quarter		1 Year		5 Years		10 Years		Since Inception (8/5/94)
Ultra-Small Company Fund		8.61%		42.85%		10.67%		10.80%		16.07%
CRSP Cap-Based Portfolio 10 Index		7.17%		26.96%		12.93%		11.47%		12.61%
Russell Microcap Index		5.10%		25.38%		8.53%		7.81%		N/A
Russell 2000 Index		3.08%		24.21%		8.77%		9.53%		9.08%
Lipper Micro-Cap Stock Funds Index		5.81%		26.30%		8.84%		8.84%		N/A

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

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 1,052 of the smallest publicly traded U.S. stocks (with dividends reinvested), as reported by the Center for Research on Security Prices. The Russell Microcap Index is an unmanaged, market value weighted index that measures performance of 1,000 of the smallest securities in the Russell 2000 Index. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. The Lipper Micro-Cap Stock Funds Index is an index of micro-cap funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of June 30, 2013, Ultra-Small Company Fund ranked 1st of 67 micro-cap funds for the twelve months ending June 30, 2013, 19th of 48 over the last five years, 8th of 31 over the last ten years, and 1st of 8 since inception in August, 1994. These long-term numbers and the graph on the next page give two snapshots of our long-term success. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  15 Annual Report | June 30, 2013  

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

Ultra-Small Company Fund vs. CRSP Cap-Based Portfolio 10 Index, Russell Microcap Index**, Russell 2000 Index & Lipper Micro-Cap Stock Funds Index*       from Inception 7/31/94 to 6/30/13

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

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

 Detailed Explanation of Quarterly Performance

The Short Version: Our Fund’s current stronger weighting of deeper value stocks helped in the current quarter. Many of these stocks appeared in the Consumer Discretionary sector, which was a particularly strong sector for our Fund. We are pleased that the Fund’s outperformance occurred despite a spike in correlation (see page 2), an environment not usually favorable to our Fund.

The Consumer Discretionary sector was a highlight for the quarter and significantly contributed to the Fund’s positive relative performance. Not only did the Fund’s overweighting in this sector clearly help (the Consumer Discretionary sector returned more than 15% compared to the benchmark’s return of just over six percent), but the Fund’s stronger exposure to value stocks in this sector helped significantly. In total, more than one percent of the Fund’s outperformance can be attributed to the Consumer Discretionary sector.

Design features of the Fund, such as our overweighting of value and momentum stocks, proved to be beneficial this quarter. The high correlation spike in June did hurt our Fund somewhat during this month, as expected, but recent changes (including incorporating data from 2008 through 2011) allowed the Fund to navigate this market better than it has in the past. We are encouraged that the one percent underperformance in June was more than offset by the outperformance of the previous two months.

A primary determinant of our performance relative to most other funds relates to the size of the companies in which we invest. Our investment strategy is to approximate the long-term returns of the CRSP Cap-Based Portfolio 10 Index of ultra-small companies by investing in ultra-small stocks. As shown in the table on the next page, smaller companies (particularly those in the 9th and 10th decile) strongly outperformed large companies for the quarter ended June 30, 2013.

  www.bridgeway.com 16

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

CRSP Decile1	Quarter		1 Year		5 Years		10 Years		87.5 Years
1 (ultra-large)		2.89%		19.56%		6.62%		6.65%		9.16%
2		3.81%		26.08%		8.49%		10.30%		10.50%
3		1.64%		26.63%		8.74%		10.43%		10.89%
4		3.29%		30.86%		10.84%		11.44%		10.91%
5		3.26%		29.49%		11.50%		12.25%		11.55%
6		4.17%		29.55%		10.73%		10.81%		11.37%
7		5.52%		27.30%		13.20%		11.85%		11.62%
8		5.98%		30.18%		13.74%		12.11%		11.64%
9		7.78%		27.76%		13.03%		10.27%		11.60%
10 (ultra-small)		7.17%		26.96%		12.93%		11.47%		13.28%

¹  Performance figures are as of the period ended June 30, 2013. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of the publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Detailed Explanation of Fiscal Year Performance

The Short Version: The Fund boasted an outperformance of almost sixteen percent for the year, relative to our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index. Stocks within the Consumer Discretionary sector and greater exposure to higher liquidity stocks contributed most significantly to this exceptional outperformance.

For the fiscal year ended June 30, 2013, the Fund handily beat the CRSP Cap-Based Portfolio 10 Index, the Fund’s primary benchmark. Surprising to some, perhaps, this was not our best fiscal year relative performance. When our ultra-small stock models “kick in,” they can really kick in. The flip side: they can also underperform, as they did in fiscal years 2009 and 2010. This is truly a fund for long term investors.

Ultra-small stocks with highest liquidity made the most significant impact on the Fund’s positive relative returns this fiscal year. This was a year that went against the grain. In a majority of years, less liquid (harder to trade) ultra-small stocks outperform the pack. Every stock category gets its day in the sun in a given year, and this was the year for high liquidity stocks. Specifically, the stocks in the highest 10% of trading volume (liquidity) returned more than 135% on average for the year, compared to just over 25% for the benchmark. Weighting this decile over three times more than the benchmark gave a huge boost to the Fund’s relative performance.

The Consumer Discretionary sector was the strongest performing sector for the fiscal year, adding around 13% to the Fund’s return. In fact, half of our best performing stocks came from this sector.

  17 Annual Report | June 30, 2013  

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

Top Ten Holdings as of June 30, 2013

Rank	Description	Industry	% of Net Assets
1	Addus HomeCare Corp	Health Care Providers & Services		2.3%
2	Nautilus, Inc.	Leisure Equipment & Products		2.3%
3	CalAmp Corp	Communications Equipment		2.0%
4	HCI Group, Inc.	Insurance		1.8%
5	Christopher & Banks Corp.	Specialty Retail		1.8%
6	Hutchinson Technology, Inc.	Computers & Peripherals		1.7%
7	Ducommun, Inc.	Aerospace & Defense		1.7%
8	Bon-Ton Stores, Inc. (The)	Multiline Retail		1.6%
9	YRC Worldwide, Inc.	Road & Rail		1.6%
10	Gray Television, Inc.	Media		1.6%
	Total			18.4%

Industry Sector Representation as of June 30, 2013

	% of Net Assets	% of CRSP 10 Index	Difference
Consumer Discretionary	22.2%	16.2%	6.0%
Consumer Staples	3.8%	3.8%	0.0%
Energy	5.7%	7.0%	-1.3%
Financials	18.6%	24.9%	-6.3%
Health Care	10.7%	12.2%	-1.5%
Industrials	18.3%	13.6%	4.7%
Information Technology	14.2%	16.6%	-2.4%
Materials	2.8%	2.5%	0.3%
Telecommunication Services	2.5%	2.2%	0.3%
Utilities	0.0%	1.0%	-1.0%
Cash & Other Assets	1.2%	0.0%	1.2%
Total	100.0%	100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

  www.bridgeway.com 18

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

Conclusion

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

Sincerely,

The Investment Management Team

  19 Annual Report | June 30, 2013  

Bridgeway Ultra-Small Company Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 98.76%
Aerospace & Defense - 1.66%
Ducommun, Inc.*		103,100		$2,191,906
Airlines - 1.24%
Republic Airways Holdings, Inc.*		144,800		1,640,584
Auto Components - 0.77%
Strattec Security Corp.		8,900		332,504
Tower International, Inc.*		34,600		684,734
				1,017,238
Biotechnology - 1.73%
AVEO Pharmaceuticals, Inc.*		440,000		1,100,000
China Biologic Products, Inc.*+		6,900		158,355
Vanda Pharmaceuticals, Inc.*+		126,500		1,022,120
				2,280,475
Building Products - 1.50%
China Ceramics Co., Ltd.		29,500		61,065
Patrick Industries, Inc.*		50,700		1,054,053
PGT, Inc.*		100,000		867,000
				1,982,118
Capital Markets - 2.65%
Calamos Asset Management, Inc., Class A		76,100		799,050
FBR & Co.*		36,400		919,464
Manning & Napier, Inc.		32,500		577,200
Oppenheimer Holdings, Inc., Class A		4,428		84,309
Solar Senior Capital, Ltd.		60,500		1,113,805
				3,493,828
Chemicals - 2.10%
American Pacific Corp.*		44,900		1,272,915
Chase Corp.		9,700		216,892
Gulf Resources, Inc.*+		195,100		226,316
Landec Corp.*		79,800		1,054,158
				2,770,281
Commercial Banks - 4.14%
C&F Financial Corp.+		6,700		373,391
Center Bancorp, Inc.		18,300		232,227
Farmers Capital Bank Corp.*		20,000		433,800
Fidelity Southern Corp.*		22,100		273,377

Industry Company	Shares		Value
Commercial Banks (continued)
Heritage Financial Corp.		30,200		$  442,430
Independent Bank Corp.*		67,500		424,575
Intervest Bancshares Corp., Class A*+		56,500		377,420
Metro Bancorp, Inc.*		38,700		775,161
Middleburg Financial Corp.		2,100		40,110
Monarch Financial Holdings, Inc.		24,500		265,335
National Bankshares, Inc.+		1,600		56,848
Old Line Bancshares, Inc.		1,600		21,104
Old Second Bancorp, Inc.*+		42,700		235,704
Park Sterling Corp.*		75,000		443,250
Premier Financial Bancorp, Inc.		905		10,896
Renasant Corp.		13,700		333,458
Suffolk Bancorp*		17,400		284,316
Trico Bancshares		21,000		447,930
				5,471,332
Commercial Services & Supplies - 2.29%
A.T. Cross Co., Class A*		1,955		33,137
ARC Document Solutions, Inc.*		200,000		800,000
Casella Waste Systems, Inc., Class A*		159,000		685,290
Ceco Environmental Corp.		35,700		439,110
Cenveo, Inc.*+		502,800		1,070,964
				3,028,501
Communications Equipment - 5.77%
Anaren, Inc.*		30,500		699,670
Aviat Networks, Inc.*		303,700		795,694
CalAmp Corp.*		176,900		2,582,740
Gilat Satellite Networks, Ltd.*+		52,600		291,404
KVH Industries, Inc.*		31,000		412,610
Mitel Networks Corp.*+		34,800		133,632
Sierra Wireless, Inc.*		87,600		1,121,280
Tessco Technologies, Inc.		49,100		1,296,240
UTStarcom Holdings Corp.*+		110,466		293,840
				7,627,110
Computers & Peripherals - 3.14%
Concurrent Computer Corp.		172,100		1,316,565
Hutchinson Technology, Inc.*		469,300		2,219,789
Novatel Wireless, Inc.*		153,900		607,905
				4,144,259

  www.bridgeway.com 20

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Construction & Engineering - 1.64%
Argan, Inc.		65,000		$1,014,000
Orion Marine Group, Inc.*		95,500		1,154,595
				2,168,595
Construction Materials - 0.19%
U.S. Concrete, Inc.*		15,000		246,300
Consumer Finance - 1.49%
Consumer Portfolio Services, Inc.*		267,300		1,961,982
Diversified Consumer Services - 1.00%
Carriage Services, Inc.		36,100		611,895
Corinthian Colleges, Inc.*		316,700		709,408
				1,321,303
Diversified Financial Services - 0.60%
Gain Capital Holdings, Inc.		126,100		795,691
Diversified Telecommunication Services - 2.26%
Alaska Communications Systems Group, Inc.		290,000		487,200
Fairpoint Communications, Inc.*+		175,000		1,461,250
HickoryTech Corp.		24,900		264,687
Lumos Networks Corp.		45,500		778,050
				2,991,187
Electrical Equipment - 1.06%
Coleman Cable, Inc.		41,000		740,460
Lihua International, Inc.*+		115,800		556,998
Orion Energy Systems, Inc.*		42,000		104,160
				1,401,618
Electronic Equipment, Instruments & Components - 1.84%
Agilysys, Inc.*		41,800		471,922
PC Connection, Inc.		48,500		749,325
PCM, Inc.*		33,700		323,520
Perceptron, Inc.		111,700		881,313
				2,426,080
Energy Equipment & Services - 0.52%
Global Geophysical Services, Inc.*		50,172		236,812
North American Energy Partners, Inc.*		105,100		444,573
				681,385
Food & Staples Retailing - 1.62%
Nash Finch Co.		53,400		1,175,334
Susser Holdings Corp.*		20,100		962,388
				2,137,722

Industry Company	Shares		Value
Food Products - 1.40%
John B. Sanfilippo & Son, Inc.		49,700		$1,001,952
Omega Protein Corp.*		93,600		840,528
SkyPeople Fruit Juice, Inc.*		3,282		6,400
				1,848,880
Health Care Equipment & Supplies - 1.39%
CryoLife, Inc.		105,300		659,178
Fonar Corp.*		9,900		64,944
Kewaunee Scientific Corp.		10,000		126,500
Medical Action Industries, Inc.*		40,000		308,000
Rochester Medical Corp.*		46,300		681,999
				1,840,621
Health Care Providers & Services - 5.08%
Addus HomeCare Corp.*		156,300		3,085,362
Alliance HealthCare Services, Inc.*		41,200		644,368
Five Star Quality Care, Inc.*		205,400		1,152,294
Providence Service Corp. (The)*		62,700		1,823,943
RadNet, Inc.*		3,321		8,801
				6,714,768
Hotels, Restaurants & Leisure - 1.23%
Ruth’s Hospitality Group, Inc.		134,100		1,618,587
Household Durables - 1.04%
Bassett Furniture Industries, Inc.		46,100		715,933
CSS Industries, Inc.		26,200		653,166
				1,369,099
Insurance - 3.75%
Crawford & Co., Class B		38,800		218,056
Eastern Insurance Holdings, Inc.		18,700		350,625
Federated National Holding Co.		35,000		341,250
HCI Group, Inc.+		78,200		2,402,304
Investors Title Co.		4,100		290,854
United Fire Group, Inc.		10,700		265,681
Universal Insurance Holdings, Inc.		152,300		1,078,284
				4,947,054
Internet & Catalog Retail - 3.05%
1-800-Flowers.com, Inc., Class A*		183,500		1,135,865
PetMed Express, Inc.+		90,200		1,136,520

  21 Annual Report | June 30, 2013  

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Internet & Catalog Retail (continued)
ValueVision Media, Inc., Class A*		344,000		$1,757,840
				4,030,225
Internet Software & Services - 0.64%
BroadVision, Inc.*+		72,749		629,279
TheStreet, Inc.		113,700		211,482
				840,761
IT Services - 1.43%
CSP, Inc.		16,800		149,184
Hackett Group, Inc. (The)		51,400		266,766
Heartland Payment Systems, Inc.+		7,500		279,375
Information Services Group, Inc.*		160,600		309,958
NCI, Inc., Class A*		85,000		351,900
Pfsweb, Inc.*		60,200		240,800
StarTek, Inc.*		62,100		293,733
				1,891,716
Leisure Equipment & Products - 3.58%
LeapFrog Enterprises, Inc.*+		29,600		291,264
Nautilus, Inc.*		341,400		2,966,766
Smith & Wesson Holding Corp.*+		146,800		1,465,064
				4,723,094
Life Sciences Tools & Services - 1.86%
Albany Molecular Research, Inc.*		147,900		1,755,573
Pacific Biosciences of California, Inc.*		280,000		705,600
				2,461,173
Machinery - 2.89%
Cleantech Solutions International, Inc.*+		47,900		254,349
Lydall, Inc.*		39,600		578,160
Manitex International, Inc.*		178,950		1,959,503
Xerium Technologies, Inc.*		101,000		1,028,180
				3,820,192
Marine - 0.24%
Ultrapetrol Bahamas, Ltd.*		110,000		313,500
Media - 4.57%
Beasley Broadcasting Group, Inc., Class A+		18,900		158,382
Gray Television, Inc.*		296,100		2,131,920

Industry Company	Shares		Value
Media (continued)
Lee Enterprises, Inc.*		354,800		$   723,792
McClatchy Co., Class A (The)*		136,660		311,585
Media General, Inc., Class A*+		155,100		1,710,753
Saga Communications, Inc., Class A		6,800		312,188
Sinclair Broadcast Group, Inc., Class A+		18,800		552,344
Spanish Broadcasting System, Inc., Class A*		39,710		134,617
				6,035,581
Metals & Mining - 0.50%
Olympic Steel, Inc.		26,800		656,600
Multiline Retail - 1.65%
Bon-Ton Stores, Inc. (The)+		120,500		2,175,025
Oil, Gas & Consumable Fuels - 5.16%
Adams Resources & Energy, Inc.		12,600		868,014
Alon USA Energy, Inc.		20,000		289,200
BioFuel Energy Corp.*+		164,800		550,432
Endeavour International Corp.*+		150,000		576,000
Green Plains Renewable Energy, Inc.*		153,000		2,037,960
James River Coal Co.*+		423,900		771,498
Renewable Energy Group, Inc.*		121,100		1,723,253
				6,816,357
Personal Products - 0.76%
Female Health Co. (The)		50,000		493,000
Nutraceutical International Corp.		25,300		517,132
				1,010,132
Pharmaceuticals - 0.61%
Lannett Co., Inc.*		20,000		238,200
Pozen, Inc.*		112,600		564,126
				802,326
Professional Services - 0.92%
Barrett Business Services, Inc.		23,200		1,211,272
Real Estate Investment Trusts (REITs) - 2.81%
Agree Realty Corp.		26,160		772,243
Gramercy Property Trust, Inc.*		268,600		1,208,700

  www.bridgeway.com 22

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Real Estate Investment Trusts (REITs) (continued)
One Liberty Properties, Inc.		41,700		$  915,732
Winthrop Realty Trust		67,900		816,837
				3,713,512
Real Estate Management & Development - 0.09%
ZipRealty, Inc.*		40,000		125,200
Road & Rail - 2.94%
Covenant Transportation Group, Inc., Class A*		74,700		466,128
Saia, Inc.*		41,850		1,254,244
YRC Worldwide, Inc.*+		75,000		2,156,250
				3,876,622
Semiconductors & Semiconductor Equipment - 0.67%
Actions Semiconductor Co., Ltd. - ADR*		58,000		171,680
Alpha & Omega Semiconductor, Ltd.*		50,000		382,000
Amtech Systems, Inc.*		31,800		202,248
Cascade Microtech, Inc.*		20,000		133,200
NeoPhotonics Corp.*		300		2,607
				891,735
Software - 1.58%
ePlus, Inc.		15,700		940,273
Evolving Systems, Inc.		23,300		154,479
TeleCommunication Systems, Inc., Class A*		423,500		986,755
				2,081,507
Specialty Retail - 4.91%
Christopher & Banks Corp.*		350,200		2,360,348
Conn’s, Inc.*+		40,300		2,085,928
Haverty Furniture Cos., Inc.		17,400		400,374
TravelCenters of America LLC*		150,200		1,643,188
				6,489,838
Textiles, Apparel & Luxury Goods - 0.46%
Culp, Inc.		10,400		180,856
Joe’s Jeans, Inc.*		261,400		428,696
				609,552
Thrifts & Mortgage Finance - 3.06%
Hingham Institution for Savings		2,500		169,700
IMPAC Mortgage Holdings, Inc.*+		46,000		466,900
Meta Financial Group, Inc.		4,200		110,376
NASB Financial, Inc.*+		5,200		136,084

Industry Company		Shares			Value
Thrifts & Mortgage Finance (continued)
Provident Financial Holdings, Inc.			68,000			$    1,079,840
Pulaski Financial Corp.			16,600			158,530
Security National Financial Corp., Class A*+			175,305			1,037,805
Territorial Bancorp, Inc.			21,400			483,854
United Community Financial Corp.*			2,178			10,128
Waterstone Financial, Inc.*			38,000			386,080
						4,039,297
Trading Companies & Distributors - 0.08%
BlueLinx Holdings, Inc.*			49,100			105,565
Transportation Infrastructure - 1.20%
Aegean Marine Petroleum Network, Inc.			171,100			1,584,386
TOTAL COMMON STOCKS - 98.76% (Cost $ 95,182,477)						130,423,672
	Rate^	Shares			Value
MONEY MARKET FUND - 0.04%
BlackRock FedFund	0.01%		59,984			59,984
TOTAL MONEY MARKET FUND - 0.04% (Cost $ 59,984)						59,984
TOTAL INVESTMENTS - 98.80%						$130,483,656
(Cost $ 95,242,461)
Other Assets in Excess of Liabilities - 1.20%				��		1,580,843
NET ASSETS - 100.00%						$132,064,499

* Non-income producing security.

^ Rate disclosed as of June 30, 2013.

+ This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $15,662,926 at June 30, 2013.

ADR - American Depositary Receipt

LLC - Limited Liability Company

  23 Annual Report | June 30, 2013  

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

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):
		Valuation Inputs
		Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	130,423,672	$	—	$	—	$130,423,672
Money Market Fund		—		59,984		—	59,984
TOTAL	$	130,423,672	$	59,984	$	—	$130,483,656

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
	Investment in Securities (Value)
		Common Stocks		Total
Balance as of 06/30/2012		$ 65,173	$	65,173
Purchases		—		—
Sales		—		—
Realized gain/(loss)		—		—
Change in unrealized appreciation/ (depreciation)		—		—
Transfers in		—		—
Transfers out1,2		(65,173)		(65,173)
Balance as of 06/30/13		$        —	$	—
Net change in unrealized appreciation (depreciation) from investments held as of 06/30/13		$        —	$	—

¹Transfer out represents the value as of the beginning of the reporting period, for any investment security where significant transfers in the pricing level occurred during the period.

²Transfer took place as a result of resumption of trading.

See Notes to Financial Statements.

  www.bridgeway.com 24

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

June 30, 2013

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 8.35%, outperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+7.17%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+5.81%), the Russell Microcap Index (+5.10%) and the Russell 2000 Index (+3.08%). We are pleased with the results.

For the fiscal year ending June 30, 2013, our Fund appreciated 29.95%, outperforming each of our performance benchmarks: our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+26.96%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+26.30%), the Russell Microcap Index (+25.38%), and the Russell 2000 Index (+24.21%). Due largely to a single year’s underperformance in the “junk rally” and penny stock explosion of 2009, we still trail our primary market benchmark for the longer five- and ten-year periods. We trail the “CRSP 10” Index for the full period since inception by an amount smaller than our expense ratio, which means that we have reasonably captured our asset class return over the nearly fifteen-year life of our Fund, but with less risk. This is also a very favorable result.

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

Standardized Returns as of June 30, 2013

					Annualized
	Quarter		1 Year		5 Years		10 Years		Since Inception (7/31/97)
Ultra-Small Company Market Fund		8.35%		29.95%		8.52%		8.85%		10.87%
CRSP Cap-Based Portfolio 10 Index		7.17%		26.96%		12.93%		11.47%		11.25%
Russell Microcap Index		5.10%		25.38%		8.53%		7.81%		N/A
Russell 2000 Index		3.08%		24.21%		8.77%		9.53%		6.92%
Lipper Micro-Cap Stock Funds Index		5.81%		26.30%		8.84%		8.84%		7.50%

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

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 1,052 of the smallest publicly traded U.S. stocks (with dividends reinvested), as reported by the Center for Research on Security Prices. The Russell Microcap Index is an unmanaged, market value weighted index that measures performance of 1,000 of the smallest securities in the Russell 2000 Index. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. The Lipper Micro-Cap Stock Funds Index is an index of micro-cap funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of June 30, 2013, Ultra-Small Company Market Fund ranked 14th of 67 micro-cap funds for the twelve months ending June 30, 2013, 31st of 48 over the last five years, 23rd of 31 over the last ten years, and 4th of 19 since inception in July, 1997. These long-term numbers and the graph on the next page give two snapshots of our long-term success. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  25 Annual Report | June 30, 2013  

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

Ultra-Small Company Market Fund vs. CRSP Cap-Based Portfolio 10 Index, Russell Microcap Index*,

Russell 2000 Index & Lipper Micro-Cap Stock Funds Indexfrom Inception 7/31/97 to 6/30/13

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

Detailed Explanation of Quarterly Performance:

The Short Version: Ultra-small stocks outperformed nearly every other grouping of stocks by size in the June quarter. Our Fund received an unusual tailwind from exposure to more liquid stocks.

A primary determinant of our performance relative to most other funds relates to the size of the companies in which we invest. Our investment strategy is to approximate the long-term returns of the CRSP Cap-Based Portfolio 10 Index of ultra-small companies by investing in a representative sample of ultra-small stocks. Ultra-small stocks as an asset class performed very well for the quarter. Our sidestepping models, which seek to avoid up to 10% of the universe of ultra-small stocks that may go bankrupt or plummet precipitously, also performed favorably again this quarter. Within CRSP 10, high liquidity stocks (those that have high share volume and are relatively easy to trade) continued to outperform low liquidity stocks for the 8th quarter in a row, significantly benefiting our Fund. This quarter contained one of the widest margins we have seen between returns from highly liquid stocks versus stocks with lower liquidity. We are still somewhat overexposed to such highly liquid stocks at this time, but we are attempting to migrate our allocation to more closely reflect our primary market benchmark. Though significantly more than 80% of our Fund is comprised of ultra-small stocks, we don’t automatically or immediately sell them as they appreciate to a higher size (and higher liquidity) range.

As shown in the table on the next page, smaller companies (particularly those in the 9th and 10th decile) strongly outperformed large companies for the quarter ended June 30, 2013.

  www.bridgeway.com 26

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

CRSP Decile1	Quarter		1 Year		5 Years		10 Years		87.5 Years
1 (ultra-large)		2.89%		19.56%		6.62%		6.65%		9.16%
2		3.81%		26.08%		8.49%		10.30%		10.50%
3		1.64%		26.63%		8.74%		10.43%		10.89%
��    4		3.29%		30.86%		10.84%		11.44%		10.91%
5		3.26%		29.49%		11.50%		12.25%		11.55%
6		4.17%		29.55%		10.73%		10.81%		11.37%
7		5.52%		27.30%		13.20%		11.85%		11.62%
8		5.98%		30.18%		13.74%		12.11%		11.64%
9		7.78%		27.76%		13.03%		10.27%		11.60%
10 (ultra-small)		7.17%		26.96%		12.93%		11.47%		13.28%

¹  Performance figures are as of the period ended June 30, 2013. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of the publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Detailed Explanation of Fiscal Year Performance

The Short Version: As was also true in the quarter, the Fund benefited from our sidestepping models and some current overexposure to higher liquidity stocks.

For the fiscal year ended June 30, 2013, the Fund handily beat the CRSP Cap-Based Portfolio 10 Index, the Fund’s primary benchmark. This was due primarily to the same “tailwind” from higher liquidity stocks that we experienced in the June quarter, and secondarily to our sidestepping models.

The Fund’s sector allocation was right on target with the index; no sector differed by even one percent on average. The Consumer Discretionary sector was the strongest performing sector for the fiscal year, adding approximately eight percent to the Fund’s return, with four Consumer Discretionary stocks among our best performers for the year. Excellent stock selection, a result of our sidestepping model, led to favorable results in the Information Technology and Energy sectors.

Top Ten Holdings as of June 30, 2013

Rank	Description	Industry	% of Net Assets
1	Famous Dave’s of America, Inc.	Hotels, Restaurants & Leisure		0.6%
2	Providence Service Corp. (The)	Health Care Providers & Services		0.6%
3	Utah Medical Products, Inc.	Health Care Equipment & Supplies		0.6%
4	Zale Corp.	Specialty Retail		0.5%
5	Green Plains Renewable Energy, Inc.	Oil, Gas & Consumable Fuels		0.5%
6	Lifeway Foods, Inc.	Food Products		0.5%
7	REX American Resources Corp.	Oil, Gas & Consumable Fuels		0.5%
8	Spartan Motors, Inc.	Auto Components		0.5%
9	Overstock.com, Inc.	Internet & Catalog Retail		0.4%
10	Adams Resources & Energy, Inc.	Oil, Gas & Consumable Fuels		0.4%
	Total			5.1%

  27 Annual Report | June 30, 2013  

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

Industry Sector Representation as of June 30, 2013

	% of Net Assets		% of CRSP 10 Index			Difference
Consumer Discretionary		17.3%		16.2%			1.1%
Consumer Staples		3.2%		3.8%			-0.6%
Energy		7.2%		7.0%			0.2%
Financials		24.8%		24.9%			-0.1%
Health Care		12.2%		12.2%			0.0%
Industrials		13.4%		13.6%			-0.2%
Information Technology		15.8%		16.6%			-0.8%
Materials		2.5%		2.5%	��		0.0%
Telecommunication Services		1.9%		2.2%			-0.3%
Utilities		0.8%		1.0%			-0.2%
Cash & Other Assets		0.9%		0.0%			0.9%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

Conclusion

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

Sincerely,

The Investment Management Team

  www.bridgeway.com 28

Bridgeway Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 99.25%
Aerospace & Defense - 1.36%
Astronics Corp.*		22,700	$	927,749
Astronics Corp., Class B*+		6,015		244,510
CPI Aerostructures, Inc.*+		31,479		341,547
Ducommun, Inc.*		25,300		537,878
Erickson Air-Crane, Inc.*+		26,000		489,060
Innovative Solutions & Support, Inc.+		63,454		406,106
LMI Aerospace, Inc.*		21,400		401,036
Sparton Corp.*+		63,300		1,091,292
Sypris Solutions, Inc.		50,000		160,500
Tel-Instrument Electronics Corp.*		15,000		48,150
				4,647,828
Air Freight & Logistics - 0.17%
Pacer International, Inc.*		76,500		482,715
Radiant Logistics, Inc.*		50,000		97,500
				580,215
Airlines - 0.19%
Republic Airways Holdings, Inc.*		57,487		651,328
Auto Components - 1.36%
China XD Plastics Co., Ltd.*+		106,000		435,660
Shiloh Industries, Inc.		51,250		535,050
SORL Auto Parts, Inc.*		109,900		285,740
Spartan Motors, Inc.		259,800		1,589,976
Stoneridge, Inc.*		75,000		873,000
Strattec Security Corp.		24,100		900,376
UQM Technologies, Inc.*+		9,600		11,520
				4,631,322
Automobiles - 0.17%
Kandi Technologies Group, Inc.*+		103,000		578,860
Beverages - 0.33%
Craft Brew Alliance, Inc.*		92,200		759,728
MGP Ingredients, Inc.		25,862		154,137
Primo Water Corp.*		112,930		205,533
				1,119,398
Biotechnology - 3.94%					��
Amicus Therapeutics, Inc.*+		115,991		270,259
Anacor Pharmaceuticals, Inc.*+		185,300		1,035,827
Arqule, Inc.*		150,000		348,000
BioSpecifics Technologies Corp.*+		14,764		230,318
Biota Pharmaceuticals, Inc.+		52,586		181,422

Industry Company	Shares		Value
Biotechnology (continued)
BioTime, Inc.*+		123,800	$	490,248
Curis, Inc.*+		120,000		382,800
Cytokinetics, Inc.*+		53,633		620,534
Cytori Therapeutics, Inc.*		186,503		428,957
Durata Therapeutics, Inc.*+		47,500		342,000
Enzon Pharmaceuticals, Inc.		125,000		250,000
Geron Corp.*		125,000		187,500
ImmunoCellular Therapeutics, Ltd.*+		175,000		339,500
Immunomedics, Inc.*+		222,900		1,212,576
Medgenics, Inc.*+		54,400		206,720
Metabolix, Inc.*+		155,000		220,100
Nanosphere, Inc.*+		227,300		697,811
Oncothyreon, Inc.*+		224,988		350,981
PharmAthene, Inc.*+		178,826		284,333
Progenics Pharmaceuticals, Inc.*+		72,400		322,904
Repligen Corp.*		104,500		861,080
Savient Pharmaceuticals, Inc.*		246,800		138,208
SIGA Technologies, Inc.*+		148,700		422,308
Synthetic Biologics, Inc.*+		80,000		137,600
Targacept, Inc.*		103,900		443,653
Trius Therapeutics, Inc.*+		80,000		649,600
Vanda Pharmaceuticals, Inc.*+		104,300		842,744
Verastem, Inc.*+		50,000		694,000
XOMA Corp.*+		240,000		871,200
				13,463,183
Building Products - 0.66%
Alpha PRO Tech, Ltd.*		106,700		170,720
Insteel Industries, Inc.		25,700		450,264
NCI Building Systems, Inc.*		48,000		733,920
Patrick Industries, Inc.*		39,800		827,442
PGT, Inc.*		9,500		82,365
				2,264,711
Capital Markets - 3.50%
Arlington Asset Investment Corp., Class A		27,400		732,676
Calamos Asset Management, Inc., Class A		53,500		561,750
Diamond Hill Investment Group, Inc.		5,600		476,280
FBR & Co.*		43,175		1,090,600
Fidus Investment Corp.+		36,000		673,560
Gladstone Capital Corp.		78,700		642,979
Gladstone Investment Corp.		56,400		414,540
Harris & Harris Group, Inc.*		48,000		145,920

  29 Annual Report | June 30, 2013  

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Capital Markets (continued)
Institutional Financial Markets, Inc.		30,000	$	76,800
JMP Group, Inc.		96,851		643,091
KCAP Financial, Inc.+		93,900		1,057,314
Ladenburg Thalmann Financial Services, Inc.*		493,000		813,450
Manning & Napier, Inc.		33,100		587,856
Medallion Financial Corp.		86,711		1,206,150
NGP Capital Resources Co.		72,500		444,425
Oppenheimer Holdings, Inc., Class A		39,100		744,464
PennantPark Floating Rate Capital, Ltd.+		23,000		325,220
Pzena Investment Management, Inc., Class A		52,800		344,256
Solar Senior Capital, Ltd.		27,200		500,752
SWS Group, Inc.*		86,000		468,700
				11,950,783
Chemicals - 1.36%
American Pacific Corp.*		23,900		677,565
Arabian American Development Co.*+		51,100		444,570
Chase Corp.+		27,800		621,608
Core Molding Technologies, Inc.*		45,100		402,292
GSE Holding, Inc.*		21,700		125,643
Gulf Resources, Inc.*+		120,000		139,200
KMG Chemicals, Inc.		40,100		846,110
Landec Corp.*		69,200		914,132
Penford Corp.*+		35,000		468,650
				4,639,770
Commercial Banks - 11.91%
1st Constitution Bancorp*		11,550		109,378
1st United Bancorp, Inc.		104,600		702,912
Access National Corp.		33,500		434,830
American National Bankshares, Inc.		22,100		513,604
American River Bankshares*		39,500		324,690
Anchor Bancorp, Inc.*+		10,000		171,800
Bank of Commerce Holdings+		48,700		245,448
Bank of Kentucky Financial Corp.		16,100		457,884
Bar Harbor Bankshares		12,000		438,600
BCB Bancorp, Inc.+		23,500		250,275
Berkshire Bancorp, Inc.+		56,132		446,249
Bridge Bancorp, Inc.		30,000		675,000
Bridge Capital Holdings*		36,800		583,648
C&F Financial Corp.+		10,800		601,884

Industry Company	Shares		Value
Commercial Banks (continued)
Camden National Corp.		11,800	$	418,546
Capital City Bank Group, Inc.*+		50,390		580,997
Carolina Bank Holdings, Inc.*+		27,000		330,480
Center Bancorp, Inc.		49,217		624,564
Centerstate Banks, Inc.		76,866		667,197
Century Bancorp, Inc., Class A		23,272		814,520
Chemung Financial Corp.+		19,648		658,011
Citizens Holding Co.		20,670		407,406
CNB Financial Corp.		42,200		714,868
Codorus Valley Bancorp, Inc.		8,000		138,240
Colony Bankcorp, Inc.*+		16,668		114,676
ConnectOne Bancorp, Inc.*		12,000		368,880
Enterprise Bancorp, Inc.		9,502		175,692
Enterprise Financial Services Corp.		49,800		794,808
Evans Bancorp, Inc.		11,000		193,160
Farmers Capital Bank Corp.*		67,149		1,456,462
Fidelity Southern Corp.*		35,552		439,778
Financial Institutions, Inc.		34,700		638,827
First Bancorp		32,000		451,200
First Bancorp, Inc.		33,300		582,084
First Bancshares, Inc.+		4,494		57,973
First Business Financial Services, Inc.		18,354		550,069
First Connecticut Bancorp, Inc.		36,400		506,688
First South Bancorp, Inc.*+		14,300		90,805
First United Corp.*		9,200		68,632
Firstbank Corp.		9,334		125,169
German American Bancorp, Inc.+		23,731		534,422
Guaranty Bancorp		61,440		697,344
Hampton Roads Bankshares, Inc.*+		50,725		65,435
Heritage Commerce Corp.*		74,300		520,100
Heritage Financial Corp.		40,560		594,204
Horizon Bancorp+		23,500		479,635
Independent Bank Corp.*+		20,000		125,800
Intervest Bancshares Corp., Class A*+		78,212		522,456
Landmark Bancorp, Inc.		6,867		143,452
LNB Bancorp, Inc.		36,700		315,253
Macatawa Bank Corp.*+		81,291		409,707
Mercantile Bank Corp.		26,700		479,799
Merchants Bancshares, Inc.		28,700		848,659
Metro Bancorp, Inc.*		40,600		813,218
MetroCorp Bancshares, Inc.		48,450		472,872

  www.bridgeway.com 30

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
MidSouth Bancorp, Inc.		35,900	$	557,527
MidWestOne Financial Group, Inc.		31,300		753,078
New Century Bancorp, Inc.*		10,076		64,285
NewBridge Bancorp*		86,806		519,968
North Valley Bancorp*		24,378		403,456
Northeast Bancorp		35,000		338,450
Northrim BanCorp, Inc.		34,700		839,393
Ohio Valley Banc Corp.+		19,500		420,810
Old Second Bancorp, Inc.*+		15,000		82,800
Pacific Continental Corp.		53,611		632,610
Pacific Premier Bancorp, Inc.*		48,500		592,670
PacWest Bancorp		14,563		446,356
Park Sterling Corp.*		120,700		713,337
Peapack Gladstone Financial Corp.		39,130		684,775
Penns Woods Bancorp, Inc.+		16,400		686,504
Peoples Bancorp of North Carolina, Inc.		5,801		72,687
Peoples Bancorp, Inc.		28,400		598,672
Preferred Bank*		33,680		555,046
Premier Financial Bancorp, Inc.		29,337		353,217
QCR Holdings, Inc.		13,200		201,300
Republic First Bancorp, Inc.*		83,000		236,550
Salisbury Bancorp, Inc.		2,366		60,451
Seacoast Banking Corp. of Florida*		301,773		663,901
Shore Bancshares, Inc.*		25,000		184,000
Sierra Bancorp		42,900		634,920
Southcoast Financial Corp.*		34,500		181,125
Southern National Bancorp of Virginia, Inc.		55,892		546,624
Southwest Bancorp, Inc.*		73,100		964,920
Suffolk Bancorp*		37,000		604,580
Washington Banking Co.		74,300		1,055,060
West Bancorporation, Inc.		48,200		566,350
Yadkin Financial Corp.*+		38,500		540,540
				40,704,252
Commercial Services & Supplies - 1.74%
A.T. Cross Co., Class A*		46,000		779,700
AMREP Corp.*+		27,000		249,750
ARC Document Solutions, Inc.*		71,300		285,200
Casella Waste Systems, Inc., Class A*		167,200		720,632
Ceco Environmental Corp.		42,600		523,980
Cenveo, Inc.*+		210,600		448,578

Industry Company	Shares		Value
Commercial Services & Supplies (continued)
Courier Corp.		51,100	$	729,708
Ecology & Environment, Inc., Class A		3,000		31,500
Fuel Tech, Inc.*		76,384		292,551
Heritage-Crystal Clean, Inc.*+		23,000		336,030
Intersections, Inc.+		78,184		685,674
Metalico, Inc.*		246,002		295,202
TRC Cos., Inc.*		65,600		459,200
Versar, Inc.*		22,000		99,880
				5,937,585
Communications Equipment - 2.66%
Aviat Networks, Inc.*		228,000		597,360
Bel Fuse, Inc., Class B		25,100		337,595
CalAmp Corp.*		101,200		1,477,520
Clearfield, Inc.*		48,300		454,986
Communications Systems, Inc.		28,900		278,018
Digi International, Inc.*		70,000		655,900
Emcore Corp.*+		23,052		82,987
Globecomm Systems, Inc.*		67,400		851,936
KVH Industries, Inc.*		60,410		804,057
Meru Networks, Inc.*+		53,500		215,605
Numerex Corp., Class A*		30,000		334,800
Oclaro, Inc.*+		25,200		29,736
PC-Tel, Inc.		87,800		744,544
ShoreTel, Inc.*		137,000		552,110
Symmetricom, Inc.*		116,300		522,187
Tessco Technologies, Inc.		24,500		646,800
Westell Technologies, Inc., Class A*		205,000		489,950
				9,076,091
Computers & Peripherals - 1.50%
Astro-Med, Inc.		32,800		360,800
Concurrent Computer Corp.		55,600		425,340
Datalink Corp.*		57,700		613,928
Dot Hill Systems Corp.*		269,400		589,986
Hutchinson Technology, Inc.*+		75,000		354,750
Imation Corp.*		106,100		448,803
Immersion Corp.*		62,900		833,425
Novatel Wireless, Inc.*		78,800		311,260
Rimage Corp.		21,000		176,190
STEC, Inc.*+		90,000		604,800
Transact Technologies, Inc.		25,800		210,786
USA Technologies, Inc.*+		111,400		193,836
				5,123,904

  31 Annual Report | June 30, 2013  

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Construction & Engineering - 1.33%
Argan, Inc.		44,700	$	697,320
Furmanite Corp.*		160,500		1,073,745
Michael Baker Corp.		24,900		675,039
Northwest Pipe Co.*		29,100		811,890
Orion Marine Group, Inc.*		65,900		796,731
Sterling Construction Co., Inc.*		44,900		406,794
UniTek Global Services, Inc.*		53,200		74,480
				4,535,999
Construction Materials - 0.08%
United States Lime & Minerals, Inc.*		5,300		276,925
Consumer Finance - 0.64%
Asta Funding, Inc.		122,300		1,057,895
Atlanticus Holdings Corp.*+		41,347		148,022
Consumer Portfolio Services, Inc.*		47,650		349,751
Encore Capital Group, Inc.*+		5,410		179,125
First Marblehead Corp. (The)*		250,000		295,000
QC Holdings, Inc.		56,600		160,744
				2,190,537
Containers & Packaging - 0.24%
AEP Industries, Inc.*		10,900		810,851
Distributors - 0.39%
Amcon Distributing Co.+		2,300		182,965
VOXX International Corp.*		94,001		1,153,392
				1,336,357
Diversified Consumer Services - 0.95%
Cambium Learning Group, Inc.*		37,250		46,190
Career Education Corp.*		92,550		268,395
Carriage Services, Inc.		53,700		910,215
Collectors Universe+		26,360		349,270
Corinthian Colleges, Inc.*+		231,000		517,440
Learning Tree International, Inc.*+		25,400		77,470
Lincoln Educational Services Corp.		78,400		413,168
Mac-Gray Corp.		47,000		667,400
				3,249,548
Diversified Financial Services - 0.72%
California First National Bancorp		10,800		178,200
Gain Capital Holdings, Inc.		94,400		595,664

Industry Company	Shares		Value
Diversified Financial Services (continued)
Marlin Business Services Corp.		29,500	$	672,010
MicroFinancial, Inc.		39,800		312,430
Resource America, Inc., Class A		83,600		710,600
				2,468,904
Diversified Telecommunication Services - 1.77%
Alaska Communications Systems Group, Inc.		303,000		509,040
Alteva		30,200		298,376
Cbeyond, Inc.*		44,600		349,664
Elephant Talk Communications Corp.*		305,400		178,964
Hawaiian Telcom Holdco, Inc.*		24,686		621,100
HickoryTech Corp.		44,995		478,297
IDT Corp., Class B		50,567		945,097
Lumos Networks Corp.		35,000		598,500
Neutral Tandem, Inc.		100,000		575,000
NTS, Inc.*		50,000		78,500
ORBCOMM, Inc.*		171,000		767,790
Primus Telecommunications Group, Inc.		55,000		656,700
				6,057,028
Electrical Equipment - 1.45%
Allied Motion Technologies, Inc.		17,650		119,137
Coleman Cable, Inc.		78,900		1,424,934
Enphase Energy, Inc.*+		60,000		463,800
Espey Manufacturing & Electronics Corp.		5,000		127,600
Global Power Equipment Group, Inc.		13,972		225,229
LSI Industries, Inc.		70,500		570,345
Magnetek, Inc.*		10,000		180,300
PowerSecure International, Inc.*+		92,600		1,391,778
SL Industries, Inc.		18,200		456,456
				4,959,579
Electronic Equipment, Instruments & Components - 2.33%
Agilysys, Inc.*		62,200		702,238
Echelon Corp.*		134,000		282,740
eMagin Corp.		56,300		200,428
Frequency Electronics, Inc.		16,000		170,400
ID Systems, Inc.*		48,000		241,440
IEC Electronics Corp.*		64,500		226,395
Iteris, Inc.*		172,520		308,811
Key Tronic Corp.*+		49,200		509,220
LoJack Corp.*		77,150		243,022

  www.bridgeway.com 32

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Electronic Equipment, Instruments & Components (continued)
Maxwell Technologies, Inc.*+		2,700	$	19,305
Mesa Laboratories, Inc.		9,830		532,098
MOCON, Inc.		12,000		162,600
NAPCO Security Technologies, Inc.*		35,000		167,300
Netlist, Inc.*		63,100		55,528
PAR Technology Corp.*		32,000		128,960
PCM, Inc.*		74,200		712,320
Perceptron, Inc.		23,000		181,470
Pulse Electronics Corp.*+		10,000		26,200
Radisys Corp.*		144,700		696,007
Richardson Electronics, Ltd.		54,211		636,437
SMTC Corp.*		184,300		366,757
Vishay Precision Group, Inc.*		43,900		664,646
Wayside Technology Group, Inc.+		10,000		115,200
Zygo Corp.*		39,200		619,752
				7,969,274
Energy Equipment & Services - 1.94%
Bolt Technology Corp.		65,663		1,121,524
Cal Dive International, Inc.*+		345,300		649,164
Dawson Geophysical Co.*		30,800		1,135,288
Forbes Energy Services, Ltd.*+		80,500		323,610
Global Geophysical Services, Inc.*+		100,000		472,000
GreenHunter Energy, Inc.*		104,000		83,200
Mitcham Industries, Inc.*+		66,300		1,112,514
Natural Gas Services Group, Inc.*		37,600		883,224
TGC Industries, Inc.		104,737		860,938
				6,641,462
Food & Staples Retailing - 0.55%
Arden Group, Inc., Class A		5,500		607,145
Ingles Markets, Inc., Class A		35,800		903,950
Roundy’s, Inc.+		44,041		366,862
				1,877,957
Food Products - 1.55%
Alico, Inc.		14,200		569,562
American Lorain Corp.*		13,300		13,566
Farmer Bros. Co.*		42,500		597,550
Griffin Land & Nurseries, Inc.		13,300		379,316
Inventure Foods, Inc.*		44,000		367,840
John B. Sanfilippo & Son, Inc.		33,900		683,424

Industry Company	Shares		Value
Food Products (continued)
Lifeway Foods, Inc.+		95,302	$	1,654,443
Limoneira Co.+		20,000		414,600
Omega Protein Corp.*		69,800		626,804
				5,307,105
Gas Utilities - 0.05%
Gas Natural, Inc.+		16,900		174,070
Health Care Equipment & Supplies - 3.30%
Alphatec Holdings, Inc.*		234,888		481,520
Anika Therapeutics, Inc.*		87,439		1,486,463
AtriCure, Inc.*		133,200		1,265,400
Bacterin International Holdings, Inc.*		25,601		11,521
Baxano Surgical, Inc.*		129,500		310,800
Cardiovascular Systems, Inc.*		18,600		394,320
CryoLife, Inc.		107,270		671,510
Cutera, Inc.*		45,200		397,760
Hansen Medical, Inc.*+		170,000		244,800
Kewaunee Scientific Corp.		7,700		97,405
LeMaitre Vascular, Inc.		50,000		327,000
Medical Action Industries, Inc.*		58,500		450,450
Rochester Medical Corp.*		31,700		466,941
RTI Biologics, Inc.*		125,000		470,000
Solta Medical, Inc.*		166,400		379,392
Theragenics Corp.*		86,675		179,417
Utah Medical Products, Inc.		35,900		1,949,370
Vascular Solutions, Inc.*		49,300		725,203
Zeltiq Aesthetics, Inc.*+		148,900		951,471
				11,260,743
Health Care Providers & Services - 2.05%
Addus HomeCare Corp.*		25,000		493,500
Almost Family, Inc.		24,400		463,600
CardioNet, Inc.*		137,700		812,430
Chindex International, Inc.*		72,700		1,179,194
Cross Country Healthcare, Inc.*		71,000		366,360
Five Star Quality Care, Inc.*		100,400		563,244
LCA-Vision, Inc.*		84,000		253,680
PDI, Inc.*		30,000		141,000
Providence Service Corp. (The)*		67,100		1,951,939
RadNet, Inc.*+		89,800		237,970
Skilled Healthcare Group, Inc., Class A*		78,500		524,380
				6,987,297
Hotels, Restaurants & Leisure - 2.84%
Ark Restaurants Corp.		8,100		171,963

  33 Annual Report | June 30, 2013  

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Hotels, Restaurants & Leisure (continued)
Carrols Restaurant Group, Inc.*		68,100	$	439,926
Dover Downs Gaming & Entertainment, Inc.		152,580		236,499
Einstein Noah Restaurant Group, Inc.		18,581		263,850
Famous Dave’s of America, Inc.*+		128,800		2,007,992
Gaming Partners International Corp.		56,300		444,770
Isle of Capri Casinos, Inc.*		114,000		855,000
Jamba, Inc.*		30,662		457,784
Kona Grill, Inc.*		67,500		791,100
Lakes Entertainment, Inc.*		84,600		297,792
Luby’s, Inc.*		77,100		651,495
Monarch Casino & Resort, Inc.*		42,877		722,906
Morgans Hotel Group Co.*+		84,300		679,458
MTR Gaming Group, Inc.*		10,980		36,783
Nathan’s Famous, Inc.*		12,000		627,000
Nevada Gold & Casinos, Inc.*		120,000		115,200
Premier Exhibitions, Inc.*+		142,500		247,950
Town Sports International Holdings, Inc.		61,087		657,907
				9,705,375
Household Durables - 1.72%
Bassett Furniture Industries, Inc.		74,200		1,152,326
Cobra Electronics Corp.*		30,000		90,000
CSS Industries, Inc.		15,700		391,401
Emerson Radio Corp.*		124,800		205,920
Flexsteel Industries, Inc.		22,000		536,360
Furniture Brands International, Inc.*+		40,585		162,340
Hooker Furniture Corp.		53,300		866,658
Kid Brands, Inc.*		36,400		56,056
Lifetime Brands, Inc.		65,000		882,700
P & F Industries, Inc., Class A*+		10,500		84,945
Stanley Furniture Co., Inc.*		40,000		160,000
Universal Electronics, Inc.*		35,000		984,550
Zagg, Inc.*+		54,300		290,505
				5,863,761
Household Products - 0.32%
Oil-Dri Corp. of America		20,800		571,376
Orchids Paper Products Co.		20,000		525,000
				1,096,376

Industry Company	Shares		Value
Independent Power Producers & Energy Traders - 0.30%
American DG Energy, Inc.*+		290,311	$	380,307
Genie Energy, Ltd., Class B+		48,667		445,303
Synthesis Energy Systems, Inc.*		272,471		211,710
				1,037,320
Insurance - 1.72%
Atlantic American Corp.		14,056		53,553
Crawford & Co., Class B		84,600		475,452
Eastern Insurance Holdings, Inc.		25,600		480,000
Federated National Holding Co.		23,000		224,250
First Acceptance Corp.*		111,700		183,188
Fortegra Financial Corp.*		50,000		343,500
Hallmark Financial Services, Inc.*		80,400		734,856
HCI Group, Inc.		24,000		737,280
Independence Holding Co.		69,190		817,826
Investors Title Co.		3,500		248,290
Phoenix Cos., Inc. (The)*		14,200		610,600
Universal Insurance Holdings, Inc.		136,400		965,712
				5,874,507
Internet & Catalog Retail - 1.80%
1-800-Flowers.com, Inc., Class A*		170,000		1,052,300
CafePress, Inc.*+		49,800		312,246
dELiA*s, Inc.*		213,100		210,969
Gaiam, Inc., Class A*		45,000		200,700
Geeknet, Inc.*		40,000		554,400
Nutrisystem, Inc.		35,000		412,300
Overstock.com, Inc.*+		55,000		1,551,000
PetMed Express, Inc.+		19,647		247,552
US Auto Parts Network, Inc.*		54,451		62,619
ValueVision Media, Inc., Class A*		176,286		900,821
Vitacost.com, Inc.*+		77,000		650,650
				6,155,557
Internet Software & Services - 2.67%
Carbonite, Inc.*		72,400		897,036
Ipass, Inc.*		171,200		323,568
Limelight Networks, Inc.*		264,669		595,505
Marchex, Inc., Class B		163,600		984,872
QuinStreet, Inc.*		94,125		812,299
RealNetworks, Inc.*		48,072		363,424

  www.bridgeway.com 34

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Internet Software & Services (continued)
Reis, Inc.*		42,100	$	778,429
Spark Networks, Inc.*+		64,800		547,560
Support.com, Inc.*		136,745		624,925
Synacor, Inc.*+		55,000		170,500
TechTarget, Inc.*		145,900		652,173
TheStreet, Inc.		116,900		217,434
Tucows, Inc.*		150,000		279,000
Unwired Planet, Inc.*		234,600		457,470
XO Group, Inc.*		54,813		613,905
Zix Corp.*		187,582		793,472
				9,111,572
IT Services - 1.18%
Analysts International Corp.*		25,600		97,792
CIBER, Inc.*		185,000		617,900
Dynamics Research Corp.*		63,208		352,069
Edgewater Technology, Inc.*+		50,900		216,834
Hackett Group, Inc. (The)		119,928		622,426
Information Services Group, Inc.*		196,600		379,438
Innodata, Inc.*+		4,500		14,400
Lionbridge Technologies, Inc.*		193,995		562,586
Mattersight Corp.*+		37,000		103,600
ModusLink Global Solutions, Inc.*		51,900		165,042
NCI, Inc., Class A*		18,430		76,300
Official Payments Holdings, Inc.*		44,500		304,825
PRGX Global, Inc.*		68,500		376,065
StarTek, Inc.*		30,000		141,900
				4,031,177
Leisure Equipment & Products - 0.31%
Johnson Outdoors, Inc., Class A*		25,800		642,420
Marine Products Corp.		2,400		19,248
Nautilus, Inc.*		47,000		408,430
				1,070,098
Life Sciences Tools & Services - 1.01%
Accelerate Diagnostics, Inc.*+		19,800		160,776
Affymetrix, Inc.*+		15,450		68,598
Albany Molecular Research, Inc.*		53,100		630,297
Enzo Biochem, Inc.*		201,300		418,704
Furiex Pharmaceuticals, Inc.*		13,100		446,317

Industry Company	Shares		Value
Life Sciences Tools & Services (continued)
Harvard Bioscience, Inc.*		167,017	$	789,990
Pacific Biosciences of California, Inc.*		222,400		560,448
pSivida Corp.*+		100,000		387,000
				3,462,130
Machinery - 3.66%
Accuride Corp.*+		264,200		1,336,852
Ampco-Pittsburgh Corp.		24,400		457,988
Dynamic Materials Corp.		27,500		454,025
Eastern Co. (The)+		33,600		537,600
Energy Recovery, Inc.*+		66,700		275,471
Flow International Corp.*		192,751		711,251
FreightCar America, Inc.		29,675		504,179
Gencor Industries, Inc.*		18,500		131,535
Graham Corp.		35,900		1,078,077
Hardinge, Inc.		33,300		492,174
Hurco Cos., Inc.		51,334		1,476,879
Key Technology, Inc.*		20,000		286,600
L.S. Starrett Co., Class A (The)		34,200		349,524
Lydall, Inc.*		40,000		584,000
Miller Industries, Inc.		49,800		765,924
NN, Inc.		86,100		982,401
PMFG, Inc.*		60,000		415,200
Tecumseh Products Co., Class A*		57,700		630,661
Twin Disc, Inc.+		29,600		701,520
Xerium Technologies, Inc.*		33,550		341,539
				12,513,400
Marine - 0.13%
International Shipholding Corp.		19,203		448,006
Media - 3.30%
A.H. Belo Corp., Class A		66,700		457,562
Ballantyne Strong, Inc.*		45,500		192,010
Beasley Broadcasting Group, Inc., Class A+		16,000		134,080
Carmike Cinemas, Inc.*		51,800		1,002,848
Dex Media, Inc.*+		52,031		914,185
Emmis Communications Corp., Class A*		159,500		341,330
Entercom Communications Corp., Class A*+		80,000		755,200
Entravision Communications Corp., Class A		196,200		1,206,630
Gray Television, Inc.*		112,200		807,840
Harris Interactive, Inc.*		40,000		72,400

  35 Annual Report | June 30, 2013  

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Media (continued)
LIN TV Corp. Class A*		4,500	$	68,850
Martha Stewart Living Omnimedia, Class A*		90,200		217,382
McClatchy Co., Class A (The)*+		211,150		481,422
Media General, Inc., Class A*+		135,311		1,492,480
Navarre Corp.*		230,600		636,456
Nexstar Broadcasting Group, Inc., Class A		29,400		1,042,524
Rentrak Corp.*		22,800		457,596
Saga Communications, Inc., Class A		13,005		597,060
Salem Communications Corp., Class A		53,500		400,715
				11,278,570
Metals & Mining - 0.77%
Comstock Mining, Inc.*+		130,000		214,500
Friedman Industries, Inc.		68,300		672,755
Great Northern Iron Ore Properties+		4,000		275,600
Olympic Steel, Inc.		26,100		639,450
Synalloy Corp.		19,400		301,282
United States Antimony Corp.*		269,221		298,835
Universal Stainless & Alloy Products, Inc.*		7,428		218,978
				2,621,400
Multiline Retail - 0.29%
ALCO Stores, Inc.*+		14,000		154,420
Bon-Ton Stores, Inc. (The)+		45,950		829,398
				983,818
Oil, Gas & Consumable Fuels - 5.12%
Adams Resources & Energy, Inc.		22,300		1,536,247
Amyris, Inc.*+		160,000		462,400
Callon Petroleum Co.*		182,800		616,036
Double Eagle Petroleum Co.*		79,800		312,816
Emerald Oil, Inc.*		113,000		775,180
Endeavour International Corp.*+		108,000		414,720
Evolution Petroleum Corp.*		36,300		396,033
FieldPoint Petroleum Corp.*		20,000		74,000
FX Energy, Inc.*+		135,500		434,955
Gevo, Inc.*+		180,000		365,400
Green Plains Renewable Energy, Inc.*		126,800		1,688,976
James River Coal Co.*+		233,500		424,970

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
L&L Energy, Inc.*+		120,100	$	429,958
Lone Pine Resources, Inc.*+		426,300		140,679
Lucas Energy, Inc.*		90,000		116,100
Miller Energy Resources, Inc.*+		145,241		580,964
Panhandle Oil & Gas, Inc., Class A		23,797		678,215
Penn Virginia Corp.*		141,000		662,700
PostRock Energy Corp.*		97,500		149,175
Pyramid Oil Co.*		69,800		280,596
Renewable Energy Group, Inc.*		60,000		853,800
REX American Resources Corp.*		57,249		1,647,054
Saratoga Resources, Inc.*+		80,000		122,400
Synergy Resources Corp.*		160,000		1,171,200
Uranerz Energy Corp.*+		514,800		566,280
Uranium Energy Corp.*+		220,800		395,232
Verenium Corp.*+		78,800		176,512
Warren Resources, Inc.*		352,900		899,895
Westmoreland Coal Co.*		61,375		689,241
ZaZa Energy Corp.*+		205,000		246,000
Zion Oil & Gas, Inc.*+		81,200		181,888
				17,489,622
Paper & Forest Products - 0.05%
Orient Paper, Inc.		117,811		179,073
Personal Products - 0.42%
CCA Industries, Inc.		14,100		45,120
Female Health Co. (The)+		43,200		425,952
Natural Alternatives International, Inc.*		17,500		80,675
Nutraceutical International Corp.		37,000		756,280
United-Guardian, Inc.+		5,000		122,000
				1,430,027
Pharmaceuticals - 1.96%
AcelRx Pharmaceuticals, Inc.*+		98,000		908,460
Alimera Sciences, Inc.*+		121,600		593,408
Biosante Pharmaceuticals, Inc.*+		140,500		140,500
Cempra, Inc.*		72,500		567,675
Durect Corp.*		333,600		350,280
Horizon Pharma, Inc.*+		218,300		537,018
Lannett Co., Inc.*		43,020		512,368
Novabay Pharmaceuticals, Inc.*+		121,500		167,670
NuPathe, Inc.*+		82,900		253,674
Omeros Corp.*+		77,400		390,096

  www.bridgeway.com 36

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Pharmaceuticals (continued)
Pain Therapeutics, Inc.		141,853	$	313,495
Pernix Therapeutics Holdings*+		89,049		321,467
Pozen, Inc.*		38,200		191,382
Sucampo Pharmaceuticals, Inc., Class A*		104,000		684,320
Supernus Pharmaceuticals, Inc.*+		50,000		321,500
Zogenix, Inc.*		256,200		438,102
				6,691,415
Professional Services - 1.40%
Barrett Business Services, Inc.		23,600		1,232,156
CRA International, Inc.*		30,000		554,100
CTPartners Executive Search, Inc.*		27,400		120,012
Dolan Co. (The)*		53,100		86,553
Franklin Covey Co.*		25,000		336,500
Heidrick & Struggles International, Inc.		50,000		836,000
Hill International, Inc.*		95,971		262,960
Hudson Global, Inc.*		105,904		262,642
Mastech Holdings, Inc.		5,000		38,250
National Technical Systems, Inc.*		6,000		83,940
RCM Technologies, Inc.		26,200		142,266
VSE Corp.		20,200		829,614
				4,784,993
Real Estate Management & Development - 0.84%
AV Homes, Inc.*		54,600		968,058
Consolidated-Tomoka Land Co.+		16,249		620,062
Maui Land & Pineapple Co., Inc.*+		15,000		60,900
Stratus Properties, Inc.*		37,150		440,599
Thomas Properties Group, Inc.+		112,244		594,893
ZipRealty, Inc.*		60,000		187,800
				2,872,312
Road & Rail - 0.69%
Covenant Transportation Group, Inc., Class A*		60,700		378,768
P.A.M. Transportation Services, Inc.		14,750		150,008
Providence & Worcester Railroad Co.		5,000		76,750
Quality Distribution, Inc.*		37,000		327,080
USA Truck, Inc.*		54,271		349,505

Industry Company	Shares		Value
Road & Rail (continued)
YRC Worldwide, Inc.*+		36,800	$	1,058,000
				2,340,111
Semiconductors & Semiconductor Equipment - 3.61%
Amtech Systems, Inc.*		57,500		365,700
Axcelis Technologies, Inc.*		225,000		409,500
AXT, Inc.*		238,442		643,793
Cascade Microtech, Inc.*		41,300		275,058
Cohu, Inc.		65,000		812,500
CyberOptics Corp.*		9,500		55,195
DSP Group, Inc.*		81,300		675,603
GigOptix, Inc.*		49,000		63,700
GSI Technology, Inc.*		161,417		1,020,156
Integrated Silicon Solution, Inc.*		77,641		850,945
Kopin Corp.*		90,000		333,900
Mattson Technology, Inc.*		191,300		417,034
MaxLinear, Inc., Class A*		65,100		455,700
Mindspeed Technologies, Inc.*+		155,000		502,200
NeoPhotonics Corp.*		85,000		738,650
Pericom Semiconductor Corp.*		97,372		693,289
Pixelworks, Inc.*		58,900		201,438
PLX Technology, Inc.*		113,900		542,164
Rubicon Technology, Inc.*+		67,000		536,670
Sigma Designs, Inc.*		165,000		833,250
STR Holdings, Inc.*		150,000		340,500
Supertex, Inc.		25,000		597,750
Ultra Clean Holdings*		118,377		716,181
Vitesse Semiconductor Corp.*		100,000		263,000
				12,343,876
Software - 1.93%
American Software, Inc., Class A		60,700		527,483
Bsquare Corp.*		9,500		26,125
Callidus Software, Inc.*+		113,100		745,329
Cinedigm Digital Cinema Corp., Class A*		231,300		328,446
Digimarc Corp.		23,100		479,787
Exa Corp.*+		29,000		298,700
FalconStor Software, Inc.*		232,700		318,799
Globalscape, Inc.		66,900		111,054
Glu Mobile, Inc.*		210,500		463,100
GSE Systems, Inc.*		45,000		67,950
Guidance Software, Inc.*		61,981		541,714
QAD, Inc., Class A		33,000		378,840
QAD, Inc., Class B+		8,250		85,965

  37 Annual Report | June 30, 2013  

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Software (continued)
Rosetta Stone, Inc.*		41,400	$	610,236
Smith Micro Software, Inc.*		184,300		195,358
TeleCommunication Systems, Inc., Class A*		153,334		357,268
Telenav, Inc.*		110,000		575,300
Vringo, Inc.*+		150,000		475,500
				6,586,954
Specialty Retail - 3.15%
Big 5 Sporting Goods Corp.		28,400		623,380
Body Central Corp.*+		74,600		993,672
Books-A-Million, Inc.*+		40,000		104,800
Build-A-Bear Workshop, Inc.*		59,500		361,165
Cache, Inc.*+		58,437		260,045
Citi Trends, Inc.*		37,100		539,063
Coldwater Creek, Inc.*+		80,000		200,000
Destination XL Group, Inc.*		169,600		1,075,264
MarineMax, Inc.*		30,500		345,565
New York & Co., Inc.*		208,600		1,324,610
Pacific Sunwear of California, Inc.*+		218,749		798,434
Trans World Entertainment Corp.		62,903		305,708
TravelCenters of America LLC*		120,200		1,314,988
West Marine, Inc.*		72,200		794,200
Zale Corp.*		190,200		1,730,820
				10,771,714
Textiles, Apparel & Luxury Goods - 1.08%
American Apparel, Inc.*		165,000		316,800
Charles & Colvard, Ltd.*		120,900		493,272
Cherokee, Inc.+		21,200		270,936
Culp, Inc.		51,016		887,168
Delta Apparel, Inc.*+		23,000		324,300
DGSE Cos., Inc.*+		28,800		85,248
Lakeland Industries, Inc.*		13,300		62,776
R.G. Barry Corp.		27,600		448,224
Rocky Brands, Inc.		52,200		789,264
				3,677,988
Thrifts & Mortgage Finance - 5.60%
Alliance Bancorp, Inc. of Pennsylvania		22,000		305,360
Bank Mutual Corp.		129,000		727,560
BankFinancial Corp.		76,279		648,372
Camco Financial Corp.*		58,554		192,057
Cape Bancorp, Inc.+		42,102		399,969
Chicopee Bancorp, Inc.+		26,500		447,850
ESB Financial Corp.		27,600		334,788

Industry Company	Shares		Value
Thrifts & Mortgage Finance (continued)
ESSA Bancorp, Inc.		61,900	$	678,424
Federal Agricultural Mortgage Corp., Class C		24,200		698,896
First Defiance Financial Corp.		44,900		1,012,495
First Financial Northwest, Inc.		61,600		635,096
First Pactrust Bancorp, Inc.		36,200		491,596
Fox Chase Bancorp, Inc.		7,932		134,844
Franklin Financial Corp.		32,800		590,728
Guaranty Federal Bancshares, Inc.*		20,856		213,774
Hampden Bancorp, Inc.		33,500		499,485
Heritage Financial Group, Inc.		26,900		396,775
HMN Financial, Inc.*+		25,000		177,750
Home Bancorp, Inc.*		48,000		888,000
Home Federal Bancorp, Inc.		34,800		443,352
Louisiana Bancorp, Inc.*+		19,000		315,400
Meta Financial Group, Inc.+		17,155		450,834
MutualFirst Financial, Inc.		4,404		62,096
Naugatuck Valley Financial Corp.		28,501		209,482
New Hampshire Thrift Bancshares, Inc.		18,100		259,011
Northeast Community Bancorp, Inc.		50,000		316,000
Ocean Shore Holding Co.		32,100		443,622
OceanFirst Financial Corp.+		29,200		454,060
Oneida Financial Corp.+		14,200		190,990
Provident Financial Holdings, Inc.		63,617		1,010,238
Pulaski Financial Corp.		43,500		415,425
Riverview Bancorp, Inc.*		67,406		169,189
Security National Financial Corp., Class A*+		35,000		207,200
SI Financial Group, Inc.+		34,276		378,750
Simplicity Bancorp, Inc.+		55,114		799,153
Teche Holding Co.+		14,440		642,291
Territorial Bancorp, Inc.		22,300		504,203
Timberland Bancorp, Inc.		24,222		203,949
Tree.com, Inc.		39,700		680,458
United Community Bancorp		6,200		62,000
United Community Financial Corp.*		137,800		640,770
United Financial Bancorp, Inc.		1,368		20,725
Waterstone Financial, Inc.*		43,355		440,487
Wayne Savings Bancshares, Inc.		7,800		76,050

  www.bridgeway.com 38

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

Showing percentage of net assets as of June 30, 2013

Industry Company		Shares		Value
Common Stocks (continued)
Thrifts & Mortgage Finance (continued)
Westfield Financial, Inc.			35,500	$	248,500
					19,118,054
Trading Companies & Distributors - 0.61%
BlueLinx Holdings, Inc.*			156,221		335,875
General Finance Corp.*+			60,000		268,200
Houston Wire & Cable Co.			52,900		732,136
Lawson Products, Inc.			32,400		416,016
Willis Lease Finance Corp.*+			24,400		329,644
					2,081,871
Water Utilities - 0.46%
Artesian Resources Corp., Class A			10,500		233,940
York Water Co.+			69,850		1,329,246
					1,563,186
Wireless Telecommunication Services - 0.12%
Boingo Wireless, Inc.*+			68,564		425,782
TOTAL COMMON STOCKS - 99.25%					339,082,911
(Cost $240,268,712)
EXCHANGE TRADED FUND - 0.30%
iShares Russell Microcap Index Fund+			16,525		1,019,923
TOTAL EXCHANGE TRADED FUND - 0.30%					1,019,923
(Cost $442,001)
	Rate^	Shares		Value
MONEY MARKET FUND - 0.75%
BlackRock FedFund	0.01%		2,553,453		2,553,453
TOTAL MONEY MARKET FUND - 0.75%					2,553,453
(Cost $2,553,453)
TOTAL INVESTMENTS - 100.30%				$	342,656,287
(Cost $243,264,166)
Liabilities in Excess of Other Assets - (0.30%)					(1,009,350	)
NET ASSETS - 100.00%				$	341,646,937
*      Non-income producing security. ^      Rate disclosed as of June 30, 2013. +     This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $44,929,204 at June 30, 2013. LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs	Total
Common Stocks	$	339,082,911	$	—	$—	$	339,082,911
Exchange Traded Fund		1,019,923		—	—		1,019,923
Money Market Fund		—		2,553,453	—		2,553,453
TOTAL	$	340,102,834	$	2,553,453	$—	$	342,656,287

  39 Annual Report | June 30, 2013  

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

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
	Investment in Securities (Value)
	Common Stocks		Rights		Total
Balance as of 06/30/2012	$	125,971	$	61,843	$	187,814
Purchases		—		—		—
Sales1		—		(132,736)		(132,736)
Realized gain/(loss)		—		—		—
Change in unrealized appreciation/(depreciation)2		—		70,893		70,893
Transfers in		—		—		—
Transfers out3,4		(125,971)		—		(125,971)
Balance as of 06/30/2013	$	—	$	—	$	—
Net change in unrealized appreciation (depreciation) from investments held as of 06/30/2013	$	—	$	—	$	—
1Sales include expiration of rights. 2Change in unrealized appreciation/(depreciation) for Level 3 securities is included on Statement of Operations in the Change in Unrealized Appreciation (Depreciation) on Investments. 3Transfer out represents the value as of the beginning of the reporting period, for any investment security where significant transfers in the pricing level occurred during the period. 4Transfer took place as a result of resumption of trading. See Notes to Financial Statements.

  www.bridgeway.com 40

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

June 30, 2013

Dear Fellow Small-Cap Momentum Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 2.44%, underperforming our primary market benchmark, the Russell 2000 Index (+3.08%). Although our risk adjustment feature helped, it was not enough to overcome a negative momentum quarter. It was a poor quarter overall.

For the fiscal year ended June 30, 2013, our Fund appreciated 22.31%, underperforming our primary market benchmark, the Russell 2000 Index (+24.21%). We continue to lead the Index over the life of the Fund.

The Fund hit 3 years! Inception to date, it is slightly ahead of its primary benchmark in performance with slightly less standard deviation. While the Fund has performed as designed, a longer time period will be a better measure.

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

Standardized Returns as of June 30, 2013

							Annualized
	Quarter			1 Year			Since Inception              (5/28/10)
Small-Cap Momentum Fund		2.44	%		22.31	%		15.17	%
Russell 2000 Index		3.08	%		24.21	%		15.02	%

Performance figures quoted in the table above and the graph on the next page represent past performance and are no guarantee of future results. Total return figures in the table above and the graph on the next page include the reinvestment of dividends and capital gains. The table above and the graph on the next page do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future.

The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of June 30, 2013, Small-Cap Momentum Fund ranked 495th of 718 small-cap core funds for the twelve-month period ended June 30, 2013 and 240th of 647 such funds since inception in May, 2010. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  41 Annual Report | June 30, 2013  

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

Small-Cap Momentum Fund vs. Russell 2000 Index

from Inception 5/28/10 to 6/30/13

Detailed Explanation of Quarterly Performance

The Short Version: The risk adjustment feature of our Fund hurt relative returns in the June quarter.

The Fund performed in line with its design objective for the quarter ended June 30, 2013. Due to the risk-adjustment overlay feature of this Fund, we hold a higher proportion of less volatile stocks than we would with a pure price momentum strategy. This hurt performance in the current quarter market environment. The purpose of the risk adjustment in our strategy is to improve performance at market “inflection points,” times when the market shifts from a strong down trend to strong up trend, or vice versa.

Detailed Explanation of Fiscal Year Performance

The Short Version: Similar to the quarter, our risk adjustment feature of the Fund held back our performance in a very strong up market.

While price momentum was a favorable contributor to returns for the fiscal year, our risk adjustment feature was not, which is expected in strong up markets, at least to some degree. From a sector viewpoint, the Fund was overweighted in the Consumer Discretionary sector, which helped performance. However, overweighting in Financials and Industrials detracted from relative performance.

  www.bridgeway.com 42

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

Top Ten Holdings as of June 30, 2013

Rank	Description	Industry	% of Net Assets
1	Exelis, Inc.	Aerospace & Defense		0.7%
2	MasTec, Inc.	Construction & Engineering		0.7%
3	SunPower Corp.	Semiconductors & Semiconductor Equipment		0.7%
4	Semtech Corp.	Semiconductors & Semiconductor Equipment		0.7%
5	American Realty Capital Properties, Inc.	Real Estate Investment Trusts (REITs)		0.7%
6	Bristow Group, Inc.	Energy Equipment & Services		0.7%
7	Boston Beer Co., Inc. (The)	Beverages		0.7%
8	HEICO Corp.	Aerospace & Defense		0.6%
9	VCA Antech, Inc.	Health Care Providers & Services		0.6%
10	Healthcare Realty Trust, Inc.	Real Estate Investment Trusts (REITs)		0.6%
	Total			6.7%

Industry Sector Representation as of June 30, 2013

	% of Net Assets		% of Russell 2000 Index		Difference
Consumer Discretionary		14.7%		14.8%		-0.1%
Consumer Staples		5.0%		3.8%		1.2%
Energy		5.0%		5.7%		-0.7%
Financials		25.1%		22.9%		2.2%
Health Care		11.2%		12.6%		-1.4%
Industrials		16.7%		14.9%		1.8%
Information Technology		16.2%		16.6%		-0.4%
Materials		5.6%		4.8%		0.8%
Telecommunication Services		0.3%		0.7%		-0.4%
Utilities		0.4%		3.2%		-2.8%
Cash & Other Assets		-0.2%		0.0%		-0.2%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

  43 Annual Report | June 30, 2013  

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

Conclusion

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

Sincerely,

The Investment Management Team

  www.bridgeway.com 44

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 99.20%
Aerospace & Defense - 2.69%
Esterline Technologies Corp.*		375		$  27,109
Exelis, Inc.		2,350		32,406
GenCorp, Inc.*+		750		12,195
HEICO Corp.		570		28,711
Innovative Solutions & Support, Inc.		200		1,280
KEYW Holding Corp. (The)*+		500		6,625
National Presto Industries, Inc.		75		5,402
Taser International, Inc.*		650		5,538
				119,266
Airlines - 0.99%
Allegiant Travel Co.		230		24,378
Hawaiian Holdings, Inc.*		650		3,971
Republic Airways Holdings, Inc.*		600		6,798
SkyWest, Inc.		650		8,801
				43,948
Auto Components - 1.00%
Dorman Products, Inc.		450		20,534
Modine Manufacturing Co.*		600		6,528
Standard Motor Products, Inc.		300		10,302
Strattec Security Corp.		50		1,868
Tower International, Inc.*		250		4,947
				44,179
Automobiles - 0.17%
Winnebago Industries, Inc.*		350		7,347
Beverages - 0.89%
Boston Beer Co., Inc., Class A (The)*		170		29,009
National Beverage Corp.		600		10,482
				39,491
Biotechnology - 3.51%
ACADIA Pharmaceuticals, Inc.*+		1,100		19,965
Aegerion Pharmaceuticals, Inc.*		375		23,752
Arena Pharmaceuticals, Inc.*+		2,700		20,790
Astex Pharmaceuticals*		1,250		5,138
Biota Pharmaceuticals, Inc.		350		1,208
Celldex Therapeutics, Inc.*		1,000		15,610

Industry Company	Shares		Value
Biotechnology (continued)
Galena Biopharma, Inc.*		1,050		$    2,331
Infinity Pharmaceuticals, Inc.*		600		9,750
MiMedx Group, Inc.*		1,200		8,472
PDL BioPharma, Inc.+		1,850		14,282
Protalix BioTherapeutics, Inc.*+		1,150		5,646
Synageva BioPharma Corp.*		350		14,700
TESARO, Inc.*		430		14,078
				155,722
Building Products - 1.64%
AAON, Inc.		300		9,924
American Woodmark Corp.*		175		6,072
Apogee Enterprises, Inc.		350		8,400
Gibraltar Industries, Inc.*		400		5,824
NCI Building Systems, Inc.*		950		14,526
Nortek, Inc.*		200		12,886
PGT, Inc.*		650		5,636
Trex Co., Inc.*		200		9,498
				72,766
Capital Markets - 2.17%
FBR & Co.*		112		2,829
Financial Engines, Inc.		600		27,354
Golub Capital BDC, Inc.		500		8,750
HFF, Inc., Class A		450		7,997
ICG Group, Inc.*		450		5,130
New Mountain Finance Corp.+		550		7,788
Oppenheimer Holdings, Inc., Class A		150		2,856
Solar Senior Capital, Ltd.		100		1,841
THL Credit, Inc.		300		4,557
Triangle Capital Corp.+		350		9,628
Virtus Investment Partners, Inc.*		100		17,627
				96,357
Chemicals - 2.10%
Balchem Corp.		350		15,662
Calgon Carbon Corp.*		720		12,010
Flotek Industries, Inc.*		600		10,764
FutureFuel Corp.		550		7,793
H.B. Fuller Co.		600		22,686
Stepan Co.		255		14,181
Tredegar Corp.		400		10,280
				93,376

  45 Annual Report | June 30, 2013  

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks - 4.43%
Ameris Bancorp*		300	$	5,055
Bancorp, Inc. (The)*		450		6,746
Banner Corp.		250		8,448
BNC Bancorp		350		3,997
Capital City Bank Group, Inc.*		200		2,306
CapitalSource, Inc.		2,450		22,981
Cathay General Bancorp		1,000		20,350
Chemung Financial Corp.		50		1,674
Crescent Financial Bancshares, Inc.*		600		2,628
First Bancorp		250		3,525
First Community Bancshares, Inc.		250		3,920
First Financial Bankshares, Inc.		400		22,264
First Interstate Bancsystem, Inc.		550		11,402
Heritage Commerce Corp.*		350		2,450
LNB Bancorp, Inc.		100		859
Middleburg Financial Corp.		100		1,910
National Penn Bancshares, Inc.		1,800		18,288
Northrim BanCorp, Inc.		75		1,814
OFG Bancorp		550		9,960
Old Line Bancshares, Inc.		100		1,319
PacWest Bancorp		450		13,792
Park Sterling Corp.*		550		3,250
Premier Financial Bancorp, Inc.		100		1,204
Renasant Corp.		300		7,302
SCBT Financial Corp.		225		11,338
Seacoast Banking Corp. of Florida*		1,200		2,640
Southside Bancshares, Inc.+		212		5,063
				196,485
Commercial Services & Supplies - 2.62%
A.T. Cross Co., Class A*		150		2,543
Consolidated Graphics, Inc.*		100		4,701
HNI Corp.		550		19,838
Interface, Inc.		850		14,425
McGrath RentCorp		300		10,248
Mobile Mini, Inc.*		575		19,061
Steelcase, Inc., Class A		1,550		22,599
Team, Inc.*		250		9,462
TMS International Corp., Class A		500		7,415

Industry Company		Shares		Value
Commercial Services & Supplies (continued)
Viad Corp.			250	$	6,130
	��				116,422
Communications Equipment - 1.61%
Alliance Fiber Optic Products, Inc.			100		2,001
ARRIS Group, Inc.*			1,700		24,395
Black Box Corp.			200		5,064
Calix, Inc.*			600		6,060
Harmonic, Inc.*			1,400		8,890
InterDigital, Inc.			500		22,325
Tessco Technologies, Inc.			100		2,640
					71,375
Computers & Peripherals - 0.65%
Cray, Inc.*			500		9,820
Datalink Corp.*			250		2,660
Electronics for Imaging, Inc.*			575		16,267
					28,747
Construction & Engineering - 1.23%
Aegion Corp.*			500		11,255
Layne Christensen Co.*			250		4,877
MasTec, Inc.*			950		31,255
Pike Electric Corp.			450		5,535
Sterling Construction Co., Inc.*			200		1,812
					54,734
Construction Materials - 0.72%
Headwaters, Inc.*			975		8,619
Texas Industries, Inc.*			355		23,125
					31,744
Consumer Finance - 1.47%
Consumer Portfolio Services, Inc.*			150		1,101
First Cash Financial Services, Inc.*			350		17,223
Green Dot Corp., Class A*			450		8,977
Nelnet, Inc., Class A			575		20,752
Regional Management Corp.*			150		3,750
World Acceptance Corp.*+			155		13,476
					65,279
Containers & Packaging - 0.24%
Boise, Inc.			1,250		10,675

  www.bridgeway.com 46

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Diversified Consumer Services - 1.32%
Ascent Capital Group, Inc., Class A*		175	$	13,662
Carriage Services, Inc.		200		3,390
Hillenbrand, Inc.		800		18,968
Matthews International Corp., Class A		350		13,195
Steiner Leisure, Ltd.*		175		9,251
				58,466
Diversified Financial Services - 1.07%
Interactive Brokers Group, Inc., Class A		600		9,582
MarketAxess Holdings, Inc.		450		21,038
PHH Corp.*		725		14,775
Resource America, Inc., Class A		250		2,125
				47,520
Diversified Telecommunication Services - 0.26%
Lumos Networks Corp.		250		4,275
Vonage Holdings Corp.*		2,600		7,358
				11,633
Electric Utilities - 0.29%
Otter Tail Corp.		450		12,780
Electrical Equipment - 1.50%
Belden, Inc.		550		27,462
Brady Corp., Class A		650		19,974
II-VI, Inc.*		800		13,008
PowerSecure International, Inc.*		200		3,006
Preformed Line Products Co.		50		3,316
				66,766
Electronic Equipment, Instruments & Components - 2.57%
Agilysys, Inc.*		300		3,387
AVX Corp.		2,100		24,675
Littelfuse, Inc.		275		20,518
PC Connection, Inc.		350		5,407
RealD, Inc.*+		600		8,340
Rogers Corp.*		200		9,464
Sanmina Corp.*		1,050		15,068
Uni-Pixel, Inc.*		150		2,206
Vishay Intertechnology, Inc.*		1,800		25,002
				114,067
Energy Equipment & Services - 2.54%
Basic Energy Services, Inc.*		550		6,650
Bolt Technology Corp.		100		1,708

Industry Company	Shares		Value
Energy Equipment & Services (continued)
Bristow Group, Inc.		450	$	29,394
Exterran Holdings, Inc.*		810		22,777
Hercules Offshore, Inc.*		2,000		14,080
Newpark Resources, Inc.*		1,150		12,638
Unit Corp.*		600		25,548
				112,795
Food & Staples Retailing - 0.56%
Andersons, Inc. (The)		225		11,968
Arden Group, Inc., Class A		40		4,416
Nash Finch Co.		150		3,301
Village Super Market, Inc., Class A		150		4,963
				24,648
Food Products - 2.94%
Calavo Growers, Inc.		200		5,438
Cal-Maine Foods, Inc.		300		13,953
Farmer Bros. Co.*		200		2,812
J&J Snack Foods Corp.		235		18,283
Lancaster Colony Corp.		340		26,517
Post Holdings, Inc.*		400		17,464
Sanderson Farms, Inc.		275		18,265
Seneca Foods Corp., Class A*		125		3,835
Tootsie Roll Industries, Inc.		750		23,835
				130,402
Gas Utilities - 0.04%
Delta Natural Gas Co., Inc.		75		1,594
Health Care Equipment & Supplies - 2.92%
Abaxis, Inc.		275		13,065
ArthroCare Corp.*		350		12,086
Biolase, Inc.*+		402		1,439
Cantel Medical Corp.		350		11,854
Endologix, Inc.*		800		10,624
GenMark Diagnostics, Inc.*		400		4,136
Meridian Bioscience, Inc.		500		10,750
Neogen Corp.*		300		16,668
PhotoMedex, Inc.*+		250		3,985
SurModics, Inc.*		200		4,002
Symmetry Medical, Inc.*		500		4,210
Thoratec Corp.*		700		21,917
Wright Medical Group, Inc.*		570		14,940
				129,676
Health Care Providers & Services - 3.77%
Acadia Healthcare Co., Inc.*		620		20,503
Addus HomeCare Corp.*		125		2,468

  47 Annual Report | June 30, 2013  

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Providers & Services (continued)
AMN Healthcare Services, Inc.*		600	$	8,592
BioScrip, Inc.*		850		14,025
Capital Senior Living Corp.*		350		8,365
Emeritus Corp.*		610		14,140
LHC Group, Inc.*		200		3,916
Molina Healthcare, Inc.*		550		20,449
MWI Veterinary Supply, Inc.*		170		20,951
National Research Corp., Class B		150		5,241
Vanguard Health Systems, Inc.*		950		19,703
VCA Antech, Inc.*		1,100		28,699
				167,052
Health Care Technology - 0.21%
Omnicell, Inc.*		450		9,248
Hotels, Restaurants & Leisure - 6.68%
Biglari Holdings, Inc.*		20		8,208
Cheesecake Factory, Inc. (The)		675		28,276
Choice Hotels International, Inc.		720		28,577
Churchill Downs, Inc.		225		17,741
Cracker Barrel Old Country Store, Inc.		295		27,925
Del Frisco’s Restaurant Group, Inc.*		300		6,423
Denny’s Corp.*		1,250		7,025
Fiesta Restaurant Group, Inc.*		300		10,317
International Speedway
Corp., Class A		575		18,095
Jack in the Box, Inc.*		550		21,610
Krispy Kreme Doughnuts, Inc.*		800		13,960
Red Robin Gourmet Burgers, Inc.*		175		9,656
Ruby Tuesday, Inc.*		750		6,922
Ruth’s Hospitality Group, Inc.		450		5,432
Speedway Motorsports, Inc.		500		8,700
Texas Roadhouse, Inc.		850		21,267
Vail Resorts, Inc.		450		27,684
Wendy’s Co. (The)		4,900		28,567
				296,385
Household Durables - 0.72%
CSS Industries, Inc.		100		2,493
Hooker Furniture Corp.		100		1,626
Hovnanian Enterprises, Inc., Class A*+		1,700		9,537

Industry Company	Shares		Value
Household Durables (continued)
Libbey, Inc.*		225	$	5,393
NACCO Industries, Inc., Class A		125		7,160
Universal Electronics, Inc.*		200		5,626
				31,835
Household Products - 0.12%
Oil-Dri Corp. of America		100		2,747
Orchids Paper Products Co.		100		2,625
				5,372
Insurance - 3.12%
AMERISAFE, Inc.		225		7,288
Crawford & Co., Class B		600		3,372
EMC Insurance Group, Inc.		150		3,939
Employers Holdings, Inc.		400		9,780
Global Indemnity PLC*		300		7,065
Hallmark Financial Services, Inc.*		250		2,285
Hilltop Holdings, Inc.*		1,120		18,368
National Interstate Corp.		250		7,312
National Western Life Insurance Co., Class A		50		9,492
Platinum Underwriters Holdings, Ltd.		400		22,888
Selective Insurance Group, Inc.		700		16,114
StanCorp Financial Group, Inc.		550		27,176
Universal Insurance Holdings, Inc.		500		3,540
				138,619
Internet & Catalog Retail - 0.27%
Overstock.com, Inc.*+		300		8,460
Vitacost.com, Inc.*		400		3,380
				11,840
Internet Software & Services - 1.64%
Envestnet, Inc.*		400		9,840
j2 Global, Inc.		570		24,231
NIC, Inc.		800		13,224
Reis, Inc.*		100		1,849
ValueClick, Inc.*		950		23,446
				72,590
IT Services - 1.70%
Cass Information Systems, Inc.		150		6,915
Computer Task Group, Inc.		250		5,742
EPAM Systems, Inc.*		550		14,949
Euronet Worldwide, Inc.*		600		19,116

  www.bridgeway.com 48

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
IT Services (continued)
Heartland Payment Systems, Inc.		450	$	16,763
ManTech International Corp., Class A		450		11,754
				75,239
Leisure Equipment & Products - 0.28%
Callaway Golf Co.		900		5,922
Johnson Outdoors, Inc., Class A*		100		2,490
Marine Products Corp.		500		4,010
				12,422
Life Sciences Tools & Services - 0.11%
Albany Molecular Research, Inc.*		400		4,748
Machinery - 2.65%
Albany International Corp., Class A		400		13,192
Altra Holdings, Inc.		350		9,583
Ampco-Pittsburgh Corp.		150		2,816
CIRCOR International, Inc.		200		10,172
Douglas Dynamics, Inc.		300		3,894
EnPro Industries, Inc.*		250		12,690
John Bean Technologies Corp.		350		7,354
L.B. Foster Co., Class A		150		6,476
Mueller Industries, Inc.		350		17,650
Mueller Water Products, Inc., Class A		1,950		13,474
Watts Water Technologies, Inc., Class A		450		20,403
				117,704
Media - 1.01%
Entravision Communications Corp., Class A		1,100		6,765
LIN TV Corp. Class A*		710		10,863
Loral Space & Communications, Inc.		400		23,992
Rentrak Corp.*		150		3,010
				44,630
Metals & Mining - 2.09%
Century Aluminum Co.*		1,100		10,208
Handy & Harman, Ltd.*		150		2,682
Horsehead Holding Corp.*		550		7,046
Olympic Steel, Inc.		150		3,675
RTI International Metals, Inc.*		400		11,084
Stillwater Mining Co.*		1,500		16,110

Industry Company	Shares		Value
Metals & Mining (continued)
U.S. Silica Holdings, Inc.		650		$13,507
Worthington Industries, Inc.		900		28,539
				92,851
Office Electronics - 0.61%
Zebra Technologies Corp., Class A*		625		27,150
Oil, Gas & Consumable Fuels - 1.87%
Bonanza Creek Energy, Inc.*		500		17,730
EPL Oil & Gas, Inc.*		500		14,680
GasLog, Ltd.		800		10,240
Green Plains Renewable Energy, Inc.*		400		5,328
PDC Energy, Inc.*		375		19,305
Ship Finance International, Ltd.		1,050		15,582
				82,865
Paper & Forest Products - 0.54%
KapStone Paper & Packaging Corp.		600		24,108
Personal Products - 0.67%
Inter Parfums, Inc.		375		10,695
Prestige Brands Holdings, Inc.*		650		18,941
				29,636
Pharmaceuticals - 0.81%
Akorn, Inc.*		1,200		16,224
Lannett Co., Inc.*		400		4,764
Pacira Pharmaceuticals, Inc.*		400		11,600
Sucampo Pharmaceuticals, Inc., Class A*		500		3,290
				35,878
Professional Services - 2.22%
Barrett Business Services, Inc.		100		5,221
CBIZ, Inc.*		650		4,362
CRA International, Inc.*		150		2,770
FTI Consulting, Inc.*		500		16,445
GP Strategies Corp.*		250		5,955
Huron Consulting Group, Inc.*		300		13,872
Kelly Services, Inc., Class A		450		7,862
Kforce, Inc.		450		6,570
Korn/Ferry International*		600		11,244
TrueBlue, Inc.*		500		10,525

  49 Annual Report | June 30, 2013  

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Professional Services (continued)
WageWorks, Inc.*		400	$	13,780
				98,606
Real Estate Investment Trusts (REITs) - 9.09%
American Assets Trust, Inc.		475		14,658
American Realty Capital Properties, Inc.		1,950		29,757
AmREIT, Inc.		200		3,868
Ashford Hospitality Trust, Inc.		850		9,732
Associated Estates Realty Corp.		650		10,452
Brandywine Realty Trust		1,950		26,364
Campus Crest Communities, Inc.		800		9,232
Cedar Realty Trust, Inc.		900		4,662
Chatham Lodging Trust		175		3,007
Coresite Realty Corp.		250		7,952
Cousins Properties, Inc.		1,500		15,150
CubeSmart		1,650		26,367
Franklin Street Properties Corp.		1,250		16,500
Glimcher Realty Trust		1,800		19,656
Government Properties Income Trust		700		17,654
Healthcare Realty Trust, Inc.		1,125		28,688
Hersha Hospitality Trust		2,500		14,100
Hudson Pacific Properties, Inc.		725		15,428
Medical Properties Trust, Inc.		1,850		26,492
Pennsylvania Real Estate Investment Trust		850		16,048
Ryman Hospitality Properties+		650		25,357
Select Income REIT		500		14,020
STAG Industrial, Inc.		620		12,369
Strategic Hotels & Resorts, Inc.*		2,550		22,593
Summit Hotel Properties, Inc.		1,000		9,450
Whitestone REIT		250		3,940
				403,496
Real Estate Management & Development - 0.74%
China HGS Real Estate, Inc.*+		550		4,834
St. Joe Co. (The)*+		1,150		24,208
Thomas Properties Group, Inc.		750		3,975
				33,017

Industry Company	Shares		Value
Road & Rail - 0.48%
Roadrunner Transportation Systems, Inc.*		450	$	12,528
Saia, Inc.*		300		8,991
				21,519
Semiconductors & Semiconductor Equipment - 5.50%
Advanced Energy Industries, Inc.*		525		9,140
ATMI, Inc.*		400		9,460
Cypress Semiconductor Corp.		1,850		19,851
DSP Group, Inc.*		250		2,078
Entegris, Inc.*		1,750		16,432
Hittite Microwave Corp.*		400		23,200
Integrated Device Technology, Inc.*		1,850		14,689
International Rectifier Corp.*		850		17,799
Monolithic Power Systems, Inc.		450		10,850
PDF Solutions, Inc.*		350		6,450
PMC - Sierra, Inc.*		2,550		16,192
Semtech Corp.*		850		29,776
SunEdison, Inc.*		2,900		23,693
SunPower Corp.*+		1,500		31,050
Tessera Technologies, Inc.		650		13,520
				244,180
Software - 1.91%
AVG Technologies NV*+		700		13,615
ePlus, Inc.		100		5,989
Infoblox, Inc.*		600		17,556
Monotype Imaging Holdings, Inc.		500		12,705
Take-Two Interactive Software, Inc.*		1,150		17,215
TiVo, Inc.*		1,600		17,680
				84,760
Specialty Retail - 2.05%
Big 5 Sporting Goods Corp.		250		5,488
Brown Shoe Co., Inc.		525		11,303
Conn’s, Inc.*		425		21,998
Destination Maternity Corp.		150		3,690
Haverty Furniture Cos., Inc.		300		6,903
hhgregg, Inc.*		400		6,388
Stage Stores, Inc.		425		9,987
Tile Shop Holdings, Inc.*		630		18,245
Trans World Entertainment Corp.		400		1,944

  www.bridgeway.com 50

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Specialty Retail (continued)
Wet Seal, Inc., Class A (The)*		1,100	$	5,181
				91,127
Textiles, Apparel & Luxury Goods - 1.61%
Columbia Sportswear Co.		425		26,626
Culp, Inc.		100		1,739
Iconix Brand Group, Inc.*		710		20,881
Rocky Brands, Inc.		100		1,512
Skechers U.S.A., Inc., Class A*		650		15,606
Unifi, Inc.*		250		5,168
				71,532
Thrifts & Mortgage Finance - 1.87%
Charter Financial Corp.		249		2,510
EverBank Financial Corp.		1,550		25,668
Home Loan Servicing Solutions, Ltd.		710		17,019
HomeStreet, Inc.		200		4,290
Provident Financial Holdings, Inc.		100		1,588
Pulaski Financial Corp.		125		1,194
Radian Group, Inc.+		2,150		24,983
Tree.com, Inc.		100		1,714
United Financial Bancorp, Inc.		250		3,787
				82,753
Trading Companies & Distributors - 0.33%
BlueLinx Holdings, Inc.*		1,100		2,365
H&E Equipment Services, Inc.		450		9,481
Houston Wire & Cable Co.		200		2,768
				14,614
Water Utilities - 0.31%
American States Water Co.		225		12,076
Pure Cycle Corp.*		300		1,677
				13,753
Wireless Telecommunication Services - 0.08%
USA Mobility, Inc.		250		3,392
TOTAL COMMON STOCKS - 99.20%				4,401,181
(Cost $4,186,343)

Industry Company	Shares		Value
EXCHANGE TRADED FUND - 1.07%
iShares Russell 2000 Index Fund+		490		$47,608
TOTAL EXCHANGE TRADED FUND - 1.07%				47,608
(Cost $ 47,649)
WARRANTS - 0.00%
Magnum Hunter Resources Corp.*D		115		—
TOTAL WARRANTS - 0.00%				—
(Cost $ — )
TOTAL INVESTMENTS - 100.27%				$4,448,789
(Cost $ 4,233,992)
Liabilities in Excess of Other Assets - (0.27%)				(11,999	)
NET ASSETS - 100.00%				$4,436,790

* Non-income producing security.

D Security was fair valued under procedures adopted by the Board of Directors (see Note 2).

+ This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $290,853 at June 30, 2013.

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	4,401,181	$	—	$	—	$	4,401,181
Exchange Traded Fund		47,608		—		—		47,608
Warrants		—		—		—		—
TOTAL	$	4,448,789	$	—	$	—	$	4,448,789

See Notes to Financial Statements.

  51 Annual Report | June 30, 2013  

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

June 30, 2013

Dear Fellow Small-Cap Growth Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 6.71%, outperforming our primary market benchmark, the Russell 2000 Growth Index (+3.74%), and our peer benchmark, the Lipper Small-Cap Growth Funds Index (+3.70%) . We are pleased with the results.

For the fiscal year ending June 30, 2013, our Fund appreciated 29.92%, outperforming our primary market benchmark, the Russell 2000 Growth Index (+23.67%), and our peer benchmark, the Lipper Small-Cap Growth Funds Index (+22.24%).

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

Standardized Returns as of June 30, 2013

					Annualized
	Quarter		1 Year		5 Years		Since Inception (10/31/03)
Small-Cap Growth Fund		6.71%		29.92%		1.73%		4.43%
Russell 2000 Growth Index		3.74%		23.67%		8.89%		7.92%
Lipper Small-Cap Growth Funds Index		3.70%		22.24%		8.01%		6.69%

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

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

According to data from Lipper, Inc. as of June 30, 2013, Small-Cap Growth Fund ranked 14th of 502 small-cap growth funds for the twelve-month period ended June 30, 2013, 389th of 395 over the last five years and 255th of 267 such funds since inception in October, 2003. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  www.bridgeway.com 52

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

Small-Cap Growth Fund vs. Russell 2000 Growth Index & Lipper Small-Cap Growth Funds Index

from Inception 10/31/03 to 6/30/13

Detailed Explanation of Quarterly Performance

The Short Version: One of the Fund’s models, driven by growth characteristics, performed particularly well, accounting for all of our quarterly performance beating our primary market index.

In a quarter where growth characteristics really turned on the performance afterburners in the small cap space, one of our company financial health models, which relies heavily on growth, launched our Fund ahead of both our benchmarks. In aggregate, these stocks appreciated 16% in the quarter, accounting for all of our returns beating our primary market benchmark.

Among these stellar growth stocks, quite a number were in the Consumer Discretionary sector. 25% of the Fund was comprised of Consumer Discretionary stocks (versus 16% for the Russell 2000 Growth Index), and ours returned twice the rate of the Russell 2000 Growth Index Consumer Discretionary stocks. Thus, this sector also significantly explains our quarterly outperformance.

Detailed Explanation of Fiscal Year Performance

The Short Version: Strong core model stock selection in the Consumer Discretionary sector is primarily responsible for the Fund’s outperformance, but the Fund’s smaller stock size and other diversifying models also played a role.

An exceptional fiscal year performance was not the result of any single factor. Positioning towards smaller market cap stocks helped, as did stocks selected by diversifying models within the small cap growth space. Overall, however, stock selection in our core models made the largest impact as the models did their job in this low correlation market environment.

The Consumer Discretionary sector alone is responsible for more than half of the Fund’s exceptional outperformance this fiscal year, not only because the Fund overweighted this top-performing sector, but also because of strong stock selection within the sector. Strong stock selection in Industrials and an underweighting of the lagging Health Care sector also contributed to the Fund’s relative positive relative performance.

  53 Annual Report | June 30, 2013  

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

Top Ten Holdings as of June 30, 2013

Rank	Description		Industry	% of Net Assets
1	Heartland Payment Systems, Inc.		IT Services		2.0%
2	USANA Health Sciences, Inc.		Personal Products		2.0%
3	Renewable Energy Group, Inc.		Oil, Gas & Consumable Fuels		1.9%
4	Lumber Liquidators Holdings, Inc.		Specialty Retail		1.9%
5	Overstock.com, Inc.		Internet & Catalog Retail		1.8%
6	Cambrex Corp.		Life Sciences Tools & Services		1.8%
7	ePlus, Inc.		Software		1.7%
8	DXP Enterprises, Inc.		Trading Companies & Distributors		1.7%
9	Grand Canyon Education, Inc.		Diversified Consumer Services		1.7%
10	Sturm Ruger & Co., Inc.	��	Leisure Equipment & Products		1.7%
	Total				18.2%

Industry Sector Representation as of June 30, 2013

	% of Net Assets		% of Russell 2000 Growth Index		Difference
Consumer Discretionary		24.9%		16.4%		8.5%
Consumer Staples		5.0%		4.8%		0.2%
Energy		8.1%		5.4%		2.7%
Financials		6.4%		7.7%		-1.3%
Health Care		14.3%		21.0%		-6.7%
Industrials		20.4%		17.7%		2.7%
Information Technology		14.0%		21.3%		-7.3%
Materials		4.0%		4.6%		-0.6%
Telecommunication Services		2.2%		0.8%		1.4%
Utilities		0.0%		0.3%		-0.3%
Cash & Other Assets		0.7%		0.0%		0.7%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

  www.bridgeway.com 54

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

Conclusion

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

Sincerely,

The Investment Management Team

  55 Annual Report | June 30, 2013  

Bridgeway Small-Cap Growth Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 99.31%
Aerospace & Defense - 3.36%
Astronics Corp.*		9,800		$    400,526
HEICO Corp.		6,000		302,220
Triumph Group, Inc.		4,100		324,515
				1,027,261
Airlines - 2.19%
Republic Airways Holdings, Inc.*		32,500		368,225
SkyWest, Inc.		22,400		303,296
				671,521
Automobiles - 1.06%
Winnebago Industries, Inc.*		15,500		325,345
Biotechnology - 0.59%
Synta Pharmaceuticals Corp.*+		35,900		179,141
Building Products - 1.20%
American Woodmark Corp.*		10,600		367,820
Capital Markets - 0.96%
Greenhill & Co., Inc.		6,400		292,736
Chemicals - 1.41%
Landec Corp.*		32,600		430,646
Commercial Banks - 1.22%
Taylor Capital Group, Inc.*		22,100		373,269
Commercial Services & Supplies - 1.45%
Ceco Environmental Corp.		36,100		444,030
Communications Equipment - 1.23%
InterDigital, Inc.+		8,400		375,060
Computers & Peripherals - 1.99%
Electronics for Imaging, Inc.*		12,200		345,138
Silicon Graphics
International Corp.*+		19,800		264,924
				610,062
Consumer Finance - 0.96%
Credit Acceptance Corp.*		2,800		294,140
Containers & Packaging - 1.29%
AEP Industries, Inc.*		5,300		394,267
Diversified Consumer Services - 1.72%
Grand Canyon Education, Inc.*		16,300		525,349
Diversified Financial Services - 1.05%
MarketAxess Holdings, Inc.		6,900		322,575

Industry Company	Shares		Value
Diversified Telecommunication Services - 1.00%
General Communication, Inc., Class A*		39,000		$    305,370
Electronic Equipment, Instruments & Components - 3.04%
Insight Enterprises, Inc.*		23,600		418,664
OSI Systems, Inc.*		5,100		328,542
Viasystems Group, Inc.*		15,900		183,327
				930,533
Energy Equipment & Services - 0.82%
Pioneer Energy Services Corp.*		38,100		252,222
Food & Staples Retailing - 1.45%
Susser Holdings Corp.*		9,300		445,284
Food Products - 1.62%
Pilgrim’s Pride Corp.*		33,200		496,008
Health Care Equipment & Supplies - 0.31%
Medical Action Industries, Inc.*		12,465		95,980
Health Care Providers & Services - 7.65%
Addus HomeCare Corp.*		17,500		345,450
AMN Healthcare Services, Inc.*		32,700		468,264
Bio-Reference Labs, Inc.*+		15,500		445,625
HealthSouth Corp.*		13,900		400,320
MWI Veterinary Supply, Inc.*		2,800		345,072
Providence Service Corp. (The)*		11,600		337,444
				2,342,175
Hotels, Restaurants & Leisure - 4.88%
Cracker Barrel Old Country Store, Inc.		5,100		482,766
Krispy Kreme Doughnuts, Inc.*		17,600		307,120
Six Flags Entertainment Corp.		8,000		281,280
Texas Roadhouse, Inc.		16,900		422,838
				1,494,004
Household Durables - 0.94%
Ryland Group, Inc. (The)		7,200		288,720
Insurance - 1.11%
First American Financial Corp.		15,400		339,416
Internet & Catalog Retail - 1.81%
Overstock.com, Inc.*+		19,600		552,720

  www.bridgeway.com 56

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Internet Software & Services - 1.03%
j2 Global, Inc.+		7,400		$  314,574
IT Services - 6.60%
CACI International, Inc., Class A*+		7,700		488,873
Hackett Group, Inc. (The)		66,100		343,059
Heartland Payment Systems, Inc.+		16,100		599,725
PRGX Global, Inc.*		43,000		236,070
Syntel, Inc.		5,600		352,072
				2,019,799
Leisure Equipment & Products - 5.58%
Arctic Cat, Inc.		7,300		328,354
LeapFrog Enterprises, Inc.*+		38,200		375,888
Smith & Wesson Holding Corp.*+		49,100		490,018
Sturm Ruger & Co., Inc.+		10,700		514,028
				1,708,288
Life Sciences Tools & Services - 4.12%
Albany Molecular Research, Inc.*		27,800		329,986
Cambrex Corp.*		39,000		544,830
PAREXEL International Corp.*		8,400		385,896
				1,260,712
Machinery - 2.65%
Middleby Corp.*		2,100		357,189
Standex International Corp.		8,600		453,650
				810,839
Media - 2.92%
Nexstar Broadcasting Group, Inc., Class A		11,500		407,790
Sinclair Broadcast Group, Inc., Class A		16,500		484,770
				892,560
Oil, Gas & Consumable Fuels - 7.23%
Adams Resources & Energy, Inc.		7,300		502,897
Kodiak Oil & Gas Corp.*		38,000		337,820
Oasis Petroleum, Inc.*		7,900		307,073
Renewable Energy Group, Inc.*		41,700		593,391

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Targa Resources Corp.		4,800		$  308,784
Westmoreland Coal Co.*		14,400		161,712
				2,211,677
Paper & Forest Products - 1.33%
Neenah Paper, Inc.		12,800		406,656
Personal Products - 1.94%
USANA Health Sciences, Inc.*+		8,200		593,516
Pharmaceuticals - 1.62%
Questcor Pharmaceuticals, Inc.		10,900		495,514
Professional Services - 1.14%
Barrett Business Services, Inc.		6,700		349,807
Road & Rail - 4.40%
Avis Budget Group, Inc.*		12,200		350,750
Old Dominion Freight Line, Inc.*		7,700		320,474
Saia, Inc.*		10,950		328,172
Swift Transportation Co.*		21,000		347,340
				1,346,736
Semiconductors & Semiconductor Equipment - 0.77%
Cirrus Logic, Inc.*+		13,500		234,360
Software - 1.74%
ePlus, Inc.		8,900		533,021
Specialty Retail - 4.88%
Cabela’s, Inc.*		6,700		433,892
Genesco, Inc.*		5,000		334,950
Hibbett Sports, Inc.*		2,700		149,850
Lumber Liquidators Holdings, Inc.*+		7,400		576,238
				1,494,930
Textiles, Apparel & Luxury Goods - 1.06%
Movado Group, Inc.		9,600		324,768
Trading Companies & Distributors - 3.99%
DXP Enterprises, Inc.*		8,000		532,800
H&E Equipment Services, Inc.		18,300		385,581

  57 Annual Report | June 30, 2013  

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

Showing percentage of net assets as of June 30, 2013

Industry Company			Shares		Value
Common Stocks (continued)
Trading Companies & Distributors (continued)
Watsco, Inc.				3,600	$	302,256
						1,220,637
TOTAL COMMON STOCKS - 99.31%						30,394,048
(Cost $24,185,056)
	Rate^		Shares		Value
MONEY MARKET FUND - 0.01%
BlackRock FedFund		0.01%		1,888		1,888
TOTAL MONEY MARKET FUND - 0.01%						1,888
(Cost $ 1,888)
TOTAL INVESTMENTS - 99.32%					$	30,395,936
(Cost $ 24,186,944)
Other Assets in Excess of Liabilities - 0.68%						208,905
NET ASSETS - 100.00%					$	30,604,841
*     Non-income producing security. ^     Rate disclosed as of June 30, 2013. +    This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $4,625,756 at June 30, 2013.

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	30,394,048		$       –		$      –	$	30,394,048
Money Market Fund		–		1,888		–		1,888
TOTAL	$	30,394,048		$1,888		$      –	$	30,395,936

See Notes to Financial Statements.

  www.bridgeway.com 58

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

June 30, 2013

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 3.11%, outperforming our primary market benchmark, the Russell 2000 Value Index (+2.47%), and our peer benchmark, the Lipper Small-Cap Value Funds Index (+1.99%). We are pleased with the results.

For the fiscal year ending June 30, 2013, our Fund appreciated 32.49%, outperforming our primary market benchmark, the Russell 2000 Value Index (+24.76%), and our peer benchmark, the Lipper Small-Cap Value Funds Index (+24.29%). It was a good year for the Fund, but we are still making up ground for particularly poor 2008 performance in the longer five-year and inception-to-date periods.

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

Standardized Returns as of June 30, 2013

					Annualized
	Quarter		1 Year		5 Years		Since Inception  (10/31/03)
Small-Cap Value Fund		3.11%		32.49%		5.06%		7.60%
Russell 2000 Value Index		2.47%		24.76%		8.59%		7.92%
Lipper Small-Cap Value Funds Index		1.99%		24.29%		8.98%		8.55%

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

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

According to data from Lipper, Inc. as of June 30, 2013, Small-Cap Value Fund ranked 19th of 306 small-cap value funds for the twelve-month period ended June 30, 2013, 201st of 206 over the last five years and 102nd of 125 such funds since inception in October, 2003. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  59 Annual Report | June 30, 2013  

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

Small-Cap Value Fund vs. Russell 2000 Value Index & Lipper Small-Cap Value Funds Index

from Inception 10/31/03 to 6/30/13

Detailed Explanation of Quarterly Performance

The Short Version: Consumer Discretionary and Financial stocks helped, while Information Technology stocks hurt our relative performance.

The Consumer Discretionary sector was a highlight for the quarter and significantly contributed to performance. This was due to the Fund’s overweighting in that sector, which was one of the largest sectors as a percentage of total assets. Stock selection was also a plus; six of the top ten stocks that contributed to returns came from the Consumer Discretionary sector. The Fund was underweighted in Information Technology, which detracted from performance.

Our Fund’s core value models performed well in the June quarter in a market environment within which deeper value (our Fund has more exposure to value than our primary market benchmark) didn’t necessarily lead to better returns.

Detailed Explanation of Fiscal Year Performance

The Short Version: The Consumer Discretionary sector played the largest role in the Fund’s fiscal year outperformance.

More than two thirds of the Fund’s outperformance came from the Consumer Discretionary sector. Not only did overweighting this top-performing sector help relative performance, but exceptional stock selection also played a significant role. The four top contributors to the Fund’s return hailed from this sector.

In addition, stronger exposure to smaller stocks and some exposure to diversifying models played a role in the Fund’s fiscal year outperformance.

  www.bridgeway.com 60

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

Top Ten Holdings as of June 30, 2013

Rank	Description	Industry	% of Net Assets
1	Conn’s, Inc.	Specialty Retail		2.2%
2	Saia, Inc.	Road & Rail		2.1%
3	Cabela’s, Inc.	Specialty Retail		1.6%
4	Retail Opportunity Investments Corp.	Real Estate Investment Trusts (REITs)		1.6%
5	Sinclair Broadcast Group, Inc.	Media		1.6%
6	Insight Enterprises, Inc.	Electronic Equipment, Instruments & Components		1.5%
7	AMN Healthcare Services, Inc.	Health Care Providers & Services		1.4%
8	Primerica, Inc.	Insurance		1.4%
9	Brown Shoe Co., Inc.	Specialty Retail		1.4%
10	PH Glatfelter Co	Paper & Forest Products		1.4%
	Total			16.2%

Industry Sector Representation as of June 30, 2013

	% of Net Assets		% of Russell 2000 Value Index		Difference
Consumer Discretionary		17.7%		13.1%		4.6%
Consumer Staples		5.0%		2.8%		2.2%
Energy		8.4%		6.1%		2.3%
Financials		36.0%		37.6%		-1.6%
Health Care		5.2%		4.5%		0.7%
Industrials		11.1%		12.3%		-1.2%
Information Technology		8.9%		12.1%		-3.2%
Materials		4.2%		5.1%		-0.9%
Telecommunication Services		1.0%		0.5%		0.5%
Utilities		2.1%		5.9%		-3.8%
Cash & Other Assets		0.4%		0.0%		0.4%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

  61 Annual Report | June 30, 2013  

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

Conclusion

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

Sincerely,

The Investment Management Team

  www.bridgeway.com 62

Bridgeway Small-Cap Value Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 99.14%
Air Freight & Logistics - 0.43%
Pacer International, Inc.*		54,100	$	341,371
Airlines - 2.27%
Hawaiian Holdings, Inc.*+		122,000		745,420
Republic Airways Holdings, Inc.*		93,200		1,055,956
				1,801,376
Auto Components - 0.79%
Standard Motor Products, Inc.		18,200		624,988
Biotechnology - 0.92%
PDL BioPharma, Inc.+		94,400		728,768
Building Products - 1.27%
American Woodmark Corp.*		28,900		1,002,830
Capital Markets - 2.76%
Calamos Asset Management, Inc., Class A		34,100		358,050
Fidus Investment Corp.		17,900		334,909
Fifth Street Finance Corp.		82,700		864,215
Piper Jaffray Cos.*		19,800		625,878
				2,183,052
Chemicals - 2.06%
Landec Corp.*		69,400		916,774
Tredegar Corp.		27,900		717,030
				1,633,804
Commercial Banks - 5.64%
Community Bank System, Inc.		30,500		940,925
Heritage Financial Corp.		13,900		203,635
Merchants Bancshares, Inc.		11,500		340,055
OmniAmerican Bancorp, Inc.*		9,500		209,285
Renasant Corp.		20,300		494,102
Susquehanna Bancshares, Inc.		6,400		82,240
Taylor Capital Group, Inc.*		30,000		506,700
Trustmark Corp.+		34,800		855,384
Wintrust Financial Corp.		21,900		838,332
				4,470,658
Commercial Services & Supplies - 1.82%
Cenveo, Inc.*+		163,400		348,042

Industry Company	Shares		Value
Commercial Services & Supplies (continued)
Consolidated Graphics, Inc.*		23,300	$	1,095,333
				1,443,375
Communications Equipment - 0.32%
Symmetricom, Inc.*		57,200		256,828
Computers & Peripherals - 0.91%
Silicon Graphics International Corp.*+		54,000		722,520
Diversified Telecommunication Services - 0.99%
Vonage Holdings Corp.*		277,700		785,891
Electric Utilities - 1.19%
Otter Tail Corp.		33,100		940,040
Electronic Equipment, Instruments & Components - 3.63%
Insight Enterprises, Inc.*		67,400		1,195,676
Plexus Corp.*		28,000		836,920
Sanmina Corp.*		58,700		842,345
				2,874,941
Energy Equipment & Services - 4.39%
Bristow Group, Inc.		15,700		1,025,524
Exterran Holdings, Inc.*		34,500		970,140
Helix Energy Solutions Group, Inc.*		42,900		988,416
Pioneer Energy Services Corp.*		75,100		497,162
				3,481,242
Food & Staples Retailing - 3.17%
Nash Finch Co.		23,100		508,431
Pantry, Inc. (The)*		42,968		523,350
Susser Holdings Corp.*		16,300		780,444
Weis Markets, Inc.		15,600		703,092
				2,515,317
Food Products - 1.82%
Cal-Maine Foods, Inc.		16,200		753,462
Fresh Del Monte Produce, Inc.		24,800		691,424
				1,444,886
Health Care Providers & Services - 3.13%
AMN Healthcare Services, Inc.*		79,500		1,138,440
Kindred Healthcare, Inc.*		67,600		887,588

  63 Annual Report | June 30, 2013  

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Providers & Services (continued)
Triple-S Management Corp., Class B*		21,000	$	450,870
				2,476,898
Household Durables - 4.26%
Hovnanian Enterprises, Inc., Class A*+		144,300		809,523
M/I Homes, Inc.*		40,800		936,768
Meritage Homes Corp.*		18,800		815,168
Ryland Group, Inc. (The)		20,400		818,040
				3,379,499
Insurance - 11.55%
Argo Group International Holdings, Ltd.		25,520		1,081,793
First American Financial Corp.		32,500		716,300
HCI Group, Inc.+		32,500		998,400
Platinum Underwriters Holdings, Ltd.		17,200		984,184
Primerica, Inc.		30,100		1,126,944
ProAssurance Corp.		15,200		792,832
RLI Corp.		10,300		787,023
Selective Insurance Group, Inc.		40,600		934,612
Stewart Information Services Corp.		18,500		484,515
Symetra Financial Corp.		46,500		743,535
United Fire Group, Inc.		20,200		501,566
				9,151,704
Internet Software & Services - 1.04%
j2 Global, Inc.+		19,422		825,629
IT Services - 2.46%
CACI International, Inc., Class A*+		15,800		1,003,142
Unisys Corp.*		42,900		946,803
				1,949,945
Leisure Equipment & Products - 0.73%
Arctic Cat, Inc.		12,800		575,744
Life Sciences Tools & Services - 1.16%
Albany Molecular Research, Inc.*		77,200		916,364
Machinery - 0.79%
Standex International Corp.		11,800		622,450
Media - 4.11%
LIN TV Corp. Class A*		63,000		963,900
Nexstar Broadcasting Group, Inc., Class A		30,124		1,068,197

Industry Company	Shares		Value
Media (continued)
Sinclair Broadcast Group, Inc., Class A		41,600	$	1,222,208
				3,254,305
Multiline Retail - 0.99%
Dillard’s, Inc., Class A		9,600		786,912
Oil, Gas & Consumable Fuels - 4.06%
Cloud Peak Energy, Inc.*		45,100		743,248
Green Plains Renewable Energy, Inc.*		49,900		664,668
Stone Energy Corp.*		32,966		726,241
Western Refining, Inc.+		27,000		757,890
Westmoreland Coal Co.*		29,300		329,039
				3,221,086
Paper & Forest Products - 2.15%
Neenah Paper, Inc.		18,800		597,276
PH Glatfelter Co.		44,000		1,104,400
				1,701,676
Professional Services - 0.41%
CBIZ, Inc.*+		47,900		321,409
Real Estate Investment Trusts (REITs) - 11.08%
Agree Realty Corp.		21,400		631,728
ARMOUR Residential REIT, Inc.		59,300		279,303
BioMed Realty Trust, Inc.		15,200		307,496
DCT Industrial Trust, Inc.		115,600		826,540
Education Realty Trust, Inc.		59,000		603,570
First Industrial Realty Trust, Inc.		43,800		664,446
Gramercy Property Trust, Inc.*		225,300		1,013,850
iStar Financial, Inc.*		81,300		917,877
National Retail Properties, Inc.		18,300		629,520
One Liberty Properties, Inc.		11,800		259,128
Retail Opportunity Investments Corp.+		91,000		1,264,900
Sabra Health Care REIT, Inc.		27,400		715,414
Weingarten Realty Investors		21,754		669,371
				8,783,143
Road & Rail - 2.95%
Heartland Express, Inc.		48,900		678,243
Saia, Inc.*		55,350		1,658,839
				2,337,082
Semiconductors & Semiconductor Equipment - 0.50%
Amkor Technology, Inc.*		94,000		395,740

  www.bridgeway.com 64

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

Showing percentage of net assets as of June 30, 2013

Industry Company		Shares		Value
Common Stocks (continued)
Specialty Retail - 6.83%
Big 5 Sporting Goods Corp.			15,000	$	329,250
Brown Shoe Co., Inc.			51,500		1,108,795
Cabela’s, Inc.*			19,600		1,269,296
Conn’s, Inc.*			34,200		1,770,192
Men’s Wearhouse, Inc. (The)			24,700		934,895
					5,412,428
Thrifts & Mortgage Finance - 4.50%
Brookline Bancorp, Inc.			81,000		703,080
Dime Community Bancshares, Inc.			47,400		726,168
Franklin Financial Corp.			12,800		230,528
Northwest Bancshares, Inc.			74,600		1,007,846
Oritani Financial Corp.			30,900		484,512
Rockville Financial, Inc.			31,500		412,020
					3,564,154
Trading Companies & Distributors - 1.13%
H&E Equipment Services, Inc.			42,500		895,475
Water Utilities - 0.93%
American States Water Co.			13,800		740,646
TOTAL COMMON STOCKS - 99.14%					78,564,176
(Cost $62,645,916)
EXCHANGE TRADED FUND - 0.43%
iShares Russell 2000 Value Index Fund+			4,000		343,600
TOTAL EXCHANGE TRADED FUND - 0.43%					343,600
(Cost $350,455)
	Rate^	Shares		Value
MONEY MARKET FUND - 0.85%
BlackRock FedFund	0.01%		676,316		676,316
TOTAL MONEY MARKET FUND - 0.85%					676,316
(Cost $676,316)
Total Investments - 100.42%					$79,584,092
(Cost $63,672,687)
Liabilities in Excess of Other Assets - (0.42%)					(336,122	)
NET ASSETS - 100.00%					$79,247,970
*      Non-income producing security. ^     Rate disclosed as of June 30, 2013. +    This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $6,499,741 at June 30, 2013.

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	78,564,176	$	–		$      –	$	78,564,176
Exchange Traded Fund		343,600		–		–		343,600
Money Market Fund		–		676,316		–		676,316
TOTAL	$	78,907,776	$	676,316		$      –	$	79,584,092

See Notes to Financial Statements

  65 Annual Report | June 30, 2013  

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

June 30, 2013

Dear Fellow Large-Cap Growth Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 3.58%, outperforming our primary market benchmark, the Russell 1000 Growth Index (+2.06%), and also beating our peer benchmark, the Lipper Large-Cap Growth Funds Index (+1.86%). We are pleased with the results.

For the fiscal year ended June 30, 2013, our Fund appreciated 23.06%, handily beating both our primary market benchmark, the Russell 1000 Growth Index (+17.07%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+16.38%). The non-market cap weighting of our Fund, and hence higher concentration of smaller stocks in the Fund relative to its benchmarks, significantly contributed to this outperformance, and we are pleased.

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

Standardized Returns as of June 30, 2013

					Annualized
	Quarter		1 Year		5 Years		Since Inception  (10/31/03)
Large-Cap Growth Fund		3.58%		23.06%		4.20%		5.62%
Russell 1000 Growth Index		2.06%		17.07%		7.47%		6.63%
Lipper Large-Cap Growth Funds Index		1.86%		16.38%		5.26%		5.47%

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

The Russell 1000 Growth Index is an unmanaged index that consists of stocks in the Russell 1000 Index with higher price-to-book ratios and higher forecasted growth values with dividends reinvested. The Lipper Large-Cap Growth Funds Index is an index of large-company, growth-oriented funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of June 30, 2013, Large-Cap Growth Fund ranked 66th of 508 multi-cap growth funds for the twelve-month period ended June 30, 2013, 249th of 383 over the last five years and 188th of 255 such funds since inception in October, 2003. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  www.bridgeway.com 66

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

Large-Cap Growth Fund vs. Russell 1000 Growth Index & Lipper Large-Cap Growth Funds Index

from Inception 10/31/03 to 6/30/13

Detailed Explanation of Quarterly Performance

The Short Version: The Fund’s strong relative performance this quarter was primarily a result of our models’ strong stock selection among Information Technology, Consumer Staples, and Consumer Discretionary stocks.

In a quarter when large value and small growth were the strongest performing segments of the market, the Fund was helped by its non-market cap weighted design (this gives us more exposure to large companies at the smaller end of the size spectrum) as well as the Fund’s slight value tilt relative to its benchmark. In addition, the models identifying company financial health performed exceptionally well this quarter.

Stock selection, particularly among Information Technology and Consumer Discretionary stocks, significantly helped the Fund’s quarterly return.

Detailed Explanation of Fiscal Year Performance

The Short Version: About half of the Fund’s strong fiscal year performance relative to our primary market benchmark was driven by the non-market cap weighted design of the Fund. The other half was a result of strong stock selection in the Information Technology sector.

The Fund’s non-market cap weighted design significantly helped this fiscal year. Notably, Apple comprised nearly 7% of the Russell 1000 Growth Index during the fiscal year, but declined over 30%. The Fund held more modest exposure to Apple, contributing 1.8% to our positive performance relative to our primary market benchmark: we were hurt, but much less than the Index. The Fund’s stronger weighting of some smaller Russell 1000 Growth Index stocks was also particularly beneficial.

Our model’s strong stock selection across the board also contributed to the Fund’s positive relative performance, with particularly strong holdings in Information Technology. Although this sector was the weakest overall for the benchmark, the Fund owned only one of the worst performing stocks (and with half the weight), but owned more than its fair share of five of the ten best performing stocks.

  67 Annual Report | June 30, 2013  

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

Top Ten Holdings as of June 30, 2013

Rank	Description	Industry	% of Net Assets
1	Western Digital Corp.	Computers & Peripherals		2.5%
2	Apple, Inc.	Computers & Peripherals		2.3%
3	International Business Machines Corp.	IT Services		2.2%
4	Sherwin-Williams Co. (The)	Chemicals		2.1%
5	Alliance Data Systems Corp.	IT Services		2.0%
6	Home Depot, Inc. (The)	Specialty Retail		1.8%
7	Seagate Technology PLC	Computers & Peripherals		1.7%
8	Regeneron Pharmaceuticals, Inc.	Biotechnology		1.7%
9	Accenture PLC	IT Services		1.7%
10	Visa, Inc.	IT Services		1.6%
	Total			19.6%

Industry Sector Representation as of June 30, 2013

	% of Net Assets		% of Russell 1000 Growth Index		Difference
Consumer Discretionary		21.1%		17.7%		3.4%
Consumer Staples		14.3%		12.6%		1.7%
Energy		3.4%		4.1%		-0.7%
Financials		5.7%		4.9%		0.8%
Health Care		12.6%		13.1%		-0.5%
Industrials		11.6%		13.0%		-1.4%
Information Technology		23.9%		28.2%		-4.3%
Materials		5.0%		3.9%		1.1%
Telecommunication Services		2.2%		2.3%		-0.1%
Utilities		0.0%		0.2%		-0.2%
Cash & Other Assets		0.2%		0.0%		0.2%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

Conclusion

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

Sincerely,

The Investment Management Team

  www.bridgeway.com 68

Bridgeway Large-Cap Growth Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 99.92%
Aerospace & Defense - 2.34%
Boeing Co. (The)		5,900	$	604,396
Precision Castparts Corp.		2,300		519,823
				1,124,219
Airlines - 2.45%
Delta Air Lines, Inc.*		26,600		497,686
Southwest Airlines Co.		33,700		434,393
United Continental Holdings, Inc.*		7,700		240,933
				1,173,012
Auto Components - 1.52%
Delphi Automotive PLC		14,400		729,936
Automobiles - 1.05%
Ford Motor Co.		32,400		501,228
Beverages - 2.69%
Brown-Forman Corp., Class B		4,500		303,975
Coca-Cola Co. (The)		13,200		529,452
Monster Beverage Corp.*		7,500		455,775
				1,289,202
Biotechnology - 5.16%
Amgen, Inc.		5,400		532,764
Celgene Corp.*		4,300		502,713
Regeneron Pharmaceuticals, Inc.*		3,700		832,056
United Therapeutics Corp.*		9,200		605,544
				2,473,077
Chemicals - 6.05%
CF Industries Holdings, Inc.		2,200		377,300
LyondellBasell Industries NV		7,600		503,576
Sherwin-Williams Co. (The)		5,800		1,024,280
Valspar Corp. (The)		6,800		439,756
Westlake Chemical Corp.		5,800		559,178
				2,904,090
Commercial Services & Supplies - 1.82%
Cintas Corp.		8,300		377,982
Tyco International, Ltd.		15,000		494,250
				872,232
Computers & Peripherals - 6.58%
Apple, Inc.		2,800		1,109,024
Seagate Technology PLC		18,800		842,804
Western Digital Corp.		19,400		1,204,546
				3,156,374

Industry Company	Shares		Value
Consumer Finance - 1.12%
Discover Financial Services		11,300	$	538,332
Diversified Consumer Services - 0.93%
H&R Block, Inc.		16,100		446,775
Diversified Financial Services - 2.32%
JPMorgan Chase & Co.		10,300		543,737
Moody’s Corp.		9,300		566,649
				1,110,386
Diversified Telecommunication Services - 0.98%
Verizon Communications, Inc.		9,300		468,162
Food & Staples Retailing - 4.72%
Costco Wholesale Corp.		4,700		519,679
Kroger Co. (The)		7,000		241,780
Safeway, Inc.		19,000		449,540
Wal-Mart Stores, Inc.		6,800		506,532
Whole Foods Market, Inc.		10,600		545,688
				2,263,219
Food Products - 2.05%
General Mills, Inc.		9,800		475,594
Hershey Co. (The)		5,700		508,896
				984,490
Health Care Equipment & Supplies - 0.50%
Abbott Laboratories		6,900		240,672
Health Care Providers & Services - 4.38%
DaVita HealthCare Partners, Inc.*		4,200		507,360
HCA Holdings, Inc.		17,200		620,232
McKesson Corp.		4,400		503,800
Tenet Healthcare Corp.*		10,200		470,220
				2,101,612
Hotels, Restaurants & Leisure - 3.16%
Chipotle Mexican Grill, Inc.*		1,200		437,220
McDonald’s Corp.		5,000		495,000
Starbucks Corp.		8,900		582,861
				1,515,081
Household Products - 4.34%
Church & Dwight Co., Inc.		9,400		580,074
Colgate-Palmolive Co.		8,600		492,694
Kimberly-Clark Corp.		5,300		514,842
Procter & Gamble Co. (The)		6,400		492,736
				2,080,346

  69 Annual Report | June 30, 2013  

Bridgeway Large-Cap Growth Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Insurance - 0.91%
Arch Capital Group, Ltd.*		8,500	$	436,985
Internet & Catalog Retail - 0.98%
Amazon.com, Inc.*		1,700		472,073
Internet Software & Services - 1.82%
LinkedIn Corp., Class A*		3,400		606,220
Rackspace Hosting, Inc.*		7,100		269,019
				875,239
IT Services - 12.79%
Accenture PLC, Class A		11,400		820,344
Alliance Data Systems Corp.*		5,300		959,459
Fiserv, Inc.*		5,000		437,050
Gartner, Inc.*		8,600		490,114
International Business Machines Corp.		5,400		1,031,994
Mastercard, Inc., Class A		900		517,050
Paychex, Inc.		14,300		522,236
Visa, Inc., Class A		4,100		749,275
Western Union Co. (The)		35,400		605,694
				6,133,216
Leisure Equipment & Products - 0.87%
Polaris Industries, Inc.		4,400		418,000
Life Sciences Tools & Services - 1.06%
Waters Corp.*		5,100		510,255
Machinery - 1.06%
Snap-on, Inc.		5,700		509,466
Media - 1.09%
Comcast Corp., Class A		12,500		523,500
Multiline Retail - 0.68%
Dollar Tree, Inc.*		6,400		325,376
Oil, Gas & Consumable Fuels - 2.36%
Chevron Corp.		3,400		402,356
HollyFrontier Corp.		8,300		355,074
Marathon Petroleum Corp.		5,300		376,618
				1,134,048
Personal Products - 0.51%
Herbalife, Ltd.+		5,400		243,756
Pharmaceuticals - 1.51%
AbbVie, Inc.		6,900		285,246
Allergan, Inc.		5,200		438,048
				723,294

Industry Company	Shares		Value
Real Estate Investment Trusts (REITs) - 1.35%
American Tower Corp.		6,800	$	497,556
Weyerhaeuser Co.		5,300		150,997
				648,553
Road & Rail - 3.21%
CSX Corp.		22,200		514,818
Hertz Global Holdings, Inc.*		20,200		500,960
Union Pacific Corp.		3,400		524,552
				1,540,330
Semiconductors & Semiconductor Equipment - 0.52%
Xilinx, Inc.		6,300		249,543
Software - 3.45%
Intuit, Inc.		9,200		561,476
NetSuite, Inc.*		7,000		642,180
Oracle Corp.		14,700		451,584
				1,655,240
Specialty Retail - 8.70%
Gap, Inc. (The)		14,200		592,566
Home Depot, Inc. (The)		11,000		852,170
PetSmart, Inc.		3,700		247,863
Ross Stores, Inc.		7,800		505,518
Sally Beauty Holdings, Inc.*		15,900		494,490
TJX Cos., Inc.		11,400		570,684
Tractor Supply Co.		3,800		446,918
Ulta Salon Cosmetics & Fragrance, Inc.*		4,600		460,736
				4,170,945
Textiles, Apparel & Luxury Goods - 2.20%
Hanesbrands, Inc.		9,800		503,916
PVH Corp.		4,400		550,220
				1,054,136
Trading Companies & Distributors - 0.69%
Fastenal Co.		7,200		330,120
TOTAL COMMON STOCKS - 99.92%				47,926,520
(Cost $36,925,298)

	Rate^		Shares		Value
MONEY MARKET FUND - 0.24%
BlackRock FedFund		0.01%		117,296		117,296
TOTAL MONEY MARKET FUND - 0.24%						117,296
(Cost $117,296)

  www.bridgeway.com 70

Bridgeway Large-Cap Growth Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

	Value
TOTAL INVESTMENTS - 100.16%	$	48,043,816
(Cost $37,042,594)
Liabilities in Excess of Other Assets - (0.16%)		(77,250	)
NET ASSETS - 100.00%	$	47,966,566
*    Non-income producing security. ^    Rate disclosed as of June 30, 2013. +   This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $243,756 at June 30, 2013. PLC - Public Limited Company Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs	Total
Common Stocks	$	47,926,520	$	–	$      –		$47,926,520
Money Market Fund		–		117,296	–		117,296
TOTAL	$	47,926,520	$	117,296	$      –		$48,043,816
See Notes to Financial Statements.

  71 Annual Report | June 30, 2013  

Blue Chip 35 Index Fund MANAGER’S COMMENTARY (Unaudited)

June 30, 2013

Dear Fellow Blue Chip 35 Index Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 3.34%, outperforming our primary market benchmark, the S&P 500 Index (+2.91%), our peer benchmark, the Lipper Large-Cap Core Funds Index (+3.01%), and the Russell Top 50 Mega Cap Index (+2.92%). The Fund’s roughly equal-weighted structure provided some cushion against the month of June downturn; this has been true in a majority of down market environments. We are pleased with the results.

For the fiscal year ending June 30, 2013, the Fund appreciated 20.89%, outperforming our primary market benchmark, the S&P 500 Index (+20.60%) and our peer benchmark, the Russell Top 50 Mega Cap Index (+16.21%), but trailing the Lipper Large-Cap Core Funds Index (+21.55%). Again, in line with our Fund’s design, our roughly equal weighting structure helped our performance, more than overcoming the “headwind” of small company dominated performance.

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

Standardized Returns as of June 30, 2013

					Annualized
	Quarter		1 Year		5 Years		10 Years		Since Inception  (7/31/97)
Blue Chip 35 Index Fund		3.34%		20.89%		8.44%		6.52%		5.74%
S&P 500 Index		2.91%		20.60%		7.01%		7.30%		5.22%
Russell Top 50 Mega Cap Index		2.92%		16.21%		6.78%		5.64%		3.99%
Bridgeway Ultra-Large 35 Index		3.47%		21.01%		8.86%		6.68%		5.92%
Lipper Large-Cap Core Funds Index		3.01%		21.55%		6.03%		6.48%		4.53%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell Top 50 Mega Cap Index measures the performance of the largest companies in the Russell 3000 Index. It includes 50 of the largest securities, based on a combination of their market cap and current index membership, and represents approximately 40% of the total market capitalization of the Russell 3000 Index. The Bridgeway Ultra-Large 35 Index is an index comprised of very large, “blue chip” U.S. stocks, excluding tobacco; it is compiled by the adviser of the Fund. The Lipper Large-Cap Core Funds Index reflects the aggregate record of domestic large-cap core mutual funds as reported by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of June 30, 2013, Blue-Chip 35 Index Fund ranked 422nd of 938 large-cap core funds for the twelve months ending June 30, 2013, 49th of 770 over the last five years, 281st of 498 over the last ten years, and 42nd of 199 since inception in July, 1997. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  www.bridgeway.com 72

Blue Chip 35 Index Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Blue Chip 35 Index Fund vs. S&P 500 Index, Russell Top 50 Mega Cap Index*, Bridgeway Ultra-Large 35 Index & Lipper Large-Cap Core Funds Index

from Inception 7/31/97 to 6/30/13

* The Russell Top 50 Mega Cap Index began on 12/31/2001, and the line graph for the Index begins at the same value as the Fund on that date.

Quarterly and Fiscal Year Performance by Company Size:

April was a mega-cap month, with the Russell Top 50 Mega Cap Index beating the S&P 500 Index. The reverse happened in May, when the S&P 500 Index outperformed the Russell Top 50 Mega Cap Index. Overall, the Fund was slightly ahead of both benchmarks at the end of May. As designed, the roughly equal weighted fund structure benefited the Fund’s performance, providing cushion for both benchmarks in the volatile month of June and in the quarter overall.

Our quarterly rebalancing of company weights, what we call a “roughly equal weighting strategy,” gave us a performance boost in the fiscal year. This strategy has a “buy low, sell high” feel to it. Historically, over the nearly 15-year history of our Fund — and not in every quarter or year — it has allowed our Fund to keep up with, or slightly exceed, the returns of the S&P 500 Index with less risk. During the fiscal year, the advantage of this structure overcame a very significant size disadvantage; that is, ultra-large stocks as a group underperformed large-, medium- and small-size stocks. One could call this a roughly equal weighting “heyday”; we believe it has added value over the long term, but does not help in every quarter or year.

For the fiscal year, overall sector weighting did not help the Fund. In fact, the Fund was overweighted by more than eight percent on average in Information Technology (the second lowest performing sector) and underweighted by more than eight percent in the Consumer Discretionary sector (one of the best performing sectors). However, roughly equal weighting within these sectors pulled the Fund through, with positive holdings in Financials and Information Technology leading the Fund to positive relative performance for the fiscal year.

Even though smaller stocks outperformed larger ones for the fiscal year (see column three of the table below), causing the Fund to trail the S&P 500 Index in two out of four quarters, overall the Fund design still produced an outperformance relative to this benchmark by almost 30 basis points.

  73 Annual Report | June 30, 2013  

Blue Chip 35 Index Fund MANAGER’S COMMENTARY (Unaudited) (continued)

			Annualized
CRSP Decile1	Quarter	1 Year	5 Years	10 Years	87.5 Years
1 (ultra-large)	2.89%	19.56%	6.62%	6.65%		9.16%
2	3.81%	26.08%	8.49%	10.30%		10.50%
3	1.64%	26.63%	8.74%	10.43%		10.89%
4	3.29%	30.86%	10.84%	11.44%		10.91%
5	3.26%	29.49%	11.50%	12.25%		11.55%
6	4.17%	29.55%	10.73%	10.81%		11.37%
7	5.52%	27.30%	13.20%	11.85%		11.62%
8	5.98%	30.18%	13.74%	12.11%		11.64%
9	7.78%	27.76%	13.03%	10.27%		11.60%
10 (ultra-small)	7.17%	26.96%	12.93%	11.47%		13.28%

¹  Performance figures are as of the period ended June 30, 2013. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of the publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Contribution to Returns for Blue Chip 35 Index Fund stocks for the fiscal year:

Rank	Company	Industry		% Contribution to Return
1	Visa, Inc.	IT Services			1.8%
2	Bank of America Corp.	Diversified Financial Services			1.5%
3	Goldman Sachs Group, Inc. (The)	Capital Markets			1.5%
4	Google, Inc.	Internet Software & Services			1.4%
5	JPMorgan Chase & Co.	Diversified Financial Services			1.3%
6	Cisco Systems, Inc.	Communications Equipment	��		1.1%
7	Hewlett-Packard Co.	Computers & Peripherals			0.9%
8	Berkshire Hathaway, Inc.	Insurance			0.8%
9	Procter & Gamble Co. (The)	Household Products			0.8%
10	Johnson & Johnson	Pharmaceuticals			0.8%
11	Pfizer, Inc.	Pharmaceuticals			0.7%
12	United Technologies Corp.	Aerospace & Defense			0.7%
13	Wells Fargo & Co.	Commercial Banks			0.7%
14	CVS Caremark Corp.	Food & Staples Retailing			0.6%
15	3M Co.	Industrial Conglomerates			0.6%
16	Monsanto Co.	Chemicals			0.6%
17	Verizon Communications, Inc.	Diversified Telecommunication Services			0.6%
18	McDonald’s Corp.	Hotels, Restaurants & Leisure			0.5%
19	PepsiCo, Inc.	Beverages			0.5%
20	Phillips 66*	Oil, Gas & Consumable Fuels			0.5%
21	Chevron Corp.	Oil, Gas & Consumable Fuels			0.4%
22	Merck & Co., Inc.	Pharmaceuticals			0.4%
23	Schlumberger, Ltd.	Energy Equipment & Services			0.4%
24	General Electric Co.	Industrial Conglomerates			0.4%
25	Microsoft Corp.	Software			0.4%
26	United Parcel Service, Inc.	Air Freight & Logistics			0.4%
27	ConocoPhillips	Oil, Gas & Consumable Fuels			0.3%
28	Wal-Mart Stores, Inc.	Food & Staples Retailing			0.3%
29	AbbVie, Inc.**	Pharmaceuticals			0.3%

  www.bridgeway.com 74

Blue Chip 35 Index Fund MANAGER’S COMMENTARY (Unaudited) (continued)

Rank	Company	Industry	% Contribution to Return
31	Exxon Mobil Corp.	Oil, Gas & Consumable Fuels		0.2%
32	Occidental Petroleum Corp.	Oil, Gas & Consumable Fuels		0.2%
33	Oracle Corp.	Software		0.2%
34	AT&T, Inc.	Diversified Telecommunication Services		0.2%
35	Coca-Cola Co. (The)	Beverages		0.2%
36	International Business Machines Corp.	IT Services		0.0%
37	Intel Corp.	Semiconductors & Semiconductor Equipment		-0.3%
38	Apple, Inc.	Computers & Peripherals		-1.1%

*Spinoff from ConocoPhillips. Security was sold during the year ended June 30, 2013.

**Spinoff from Abbott Laboratories.

Industry Sector Representation as of June 30, 2013

	% of Net Assets		% of S&P 500 Index		Difference
Consumer Discretionary		2.8%		12.2%		-9.4%
Consumer Staples		13.6%		10.5%		3.1%
Energy		13.8%		10.5%		3.3%
Financials		13.9%		16.7%		-2.8%
Health Care		10.8%		12.7%		-1.9%
Industrials		11.0%		10.2%		0.8%
Information Technology		25.8%		17.8%		8.0%
Materials		2.7%		3.3%		-0.6%
Telecommunication Services		5.5%		2.8%		2.7%
Utilities		0.0%		3.3%		-3.3%
Cash & Other Assets		0.1%		0.0%		0.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

Conclusion

Thank you for your continued investment in Blue Chip 35 Index Fund. We encourage your feedback; your reactions and concerns are extremely important to us.

Sincerely,

The Investment Management Team

  75 Annual Report | June 30, 2013  

Bridgeway Blue Chip 35 Index Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 99.84%
Aerospace & Defense - 2.75%
United Technologies Corp.		137,180	$	12,749,509
Air Freight & Logistics - 2.75%
United Parcel Service, Inc., Class B		147,163		12,726,656
Beverages - 5.42%
Coca-Cola Co. (The)		317,414		12,731,476
PepsiCo, Inc.		151,550		12,395,274
				25,126,750
Capital Markets - 2.79%
Goldman Sachs Group, Inc. (The)		85,300		12,901,625
Chemicals - 2.71%
Monsanto Co.		126,850		12,532,780
Commercial Banks - 2.77%
Wells Fargo & Co.		311,259		12,845,659
Communications Equipment - 2.83%
Cisco Systems, Inc.		539,008		13,103,285
Computers & Peripherals - 5.51%
Apple, Inc.		31,700		12,555,736
Hewlett-Packard Co.		522,300		12,953,040
				25,508,776
Diversified Financial Services - 5.57%
Bank of America Corp.		1,004,008		12,911,543
JPMorgan Chase & Co.		243,995		12,880,496
				25,792,039
Diversified Telecommunication Services - 5.52%
AT&T, Inc.		358,725		12,698,865
Verizon Communications, Inc.		255,989		12,886,486
				25,585,351
Energy Equipment & Services - 2.75%
Schlumberger, Ltd.		177,500		12,719,650
Food & Staples Retailing - 5.45%
CVS Caremark Corp.		217,000		12,408,060
Wal-Mart Stores, Inc.		172,619		12,858,389
				25,266,449
Health Care Equipment & Supplies - 1.38%
Abbott Laboratories		182,800		6,376,064

Industry Company	Shares		Value
Hotels, Restaurants & Leisure - 2.78%
McDonald’s Corp.		130,000	$	12,870,000
Household Products - 2.75%
Procter & Gamble Co. (The)		165,426		12,736,148
Industrial Conglomerates - 5.44%
3M Co.		113,650		12,427,628
General Electric Co.		551,143		12,781,006
				25,208,634
Insurance - 2.77%
Berkshire Hathaway, Inc., Class B*		114,650		12,831,628
Internet Software & Services - 2.83%
Google, Inc., Class A*		14,870		13,091,102
IT Services - 6.23%
International Business
Machines Corp.		68,667		13,122,950
Visa, Inc., Class A		86,150		15,743,913
				28,866,863
Oil, Gas & Consumable Fuels - 11.03%
Chevron Corp.		107,195		12,685,456
ConocoPhillips		211,235		12,779,718
Exxon Mobil Corp.		141,587		12,792,385
Occidental Petroleum Corp.		143,850		12,835,736
				51,093,295
Pharmaceuticals - 9.42%
AbbVie, Inc.		150,500		6,221,670
Johnson & Johnson		147,052		12,625,885
Merck & Co., Inc.		268,935		12,492,031
Pfizer, Inc.		439,244		12,303,224
				43,642,810
Semiconductors & Semiconductor Equipment - 2.80%
Intel Corp.		535,043		12,958,741
Software - 5.59%
Microsoft Corp.		376,545		13,002,099
Oracle Corp.		419,013		12,872,079
				25,874,178
TOTAL COMMON STOCKS - 99.84%				462,407,992
(Cost $345,643,845)

  www.bridgeway.com 76

Bridgeway Blue Chip 35 Index Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

	Rate^			Shares		Value
MONEY MARKET FUND - 0.01%
BlackRock FedFund		0.01	%		38,980		$38,980
TOTAL MONEY MARKET FUND - 0.01%							38,980
(Cost $ 38,980)
TOTAL INVESTMENTS - 99.85%						$	462,446,972
(Cost $ 345,682,825)
Other Assets in Excess of Liabilities - 0.15%							699,313
NET ASSETS - 100.00%						$	463,146,285
*     Non-income producing security. ^    Rate disclosed as of June 30, 2013.

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	462,407,992	$	–	$	–	$	462,407,992
Money Market Fund		–		38,980		–		38,980
TOTAL	$	462,407,992	$	38,980	$	–	$	462,446,972

See Notes to Financial Statements.

  77 Annual Report | June 30, 2013  

Managed Volatility Fund MANAGER’S COMMENTARY (Unaudited)

June 30, 2013

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended June 30, 2013, Managed Volatility Fund returned 0.95%, compared to our primary market benchmark, the S&P 500 Index (+2.91%), our peer benchmark, the Lipper Balanced Funds Index (+0.11%), and the fixed income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (-0.14%) . It was an up quarter for the broad stock market, and while we did not capture 40% of the S&P 500 Index, capturing only 33% of the upside, the performance is in line with design over shorter periods of time, and our risk profile remains at or below 40% of the stock market. It was an “OK” quarter.

For the full fiscal year ended June 30, 2013, the Fund returned 7.23%, compared to our primary market benchmark, the S&P 500 Index (+20.60%), our peer benchmark, the Lipper Balanced Funds Index (+11.70%), and the fixed income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.44) . The Fund captured 35% of the S&P 500 Index upside for the fiscal year, less than our 40% target. This is due to the fact that our strategy of writing stock options provides some downside performance cushion, but at a cost of some upside performance potential. Thus, fiscal year 2013 performance less than our 40% target is within design tolerance, but on the less favorable end of the spectrum.

Evaluation of shorter term data, while important, should always be put in the proper context of a longer term investment horizon. This fiscal year report, ending June 30, 2013, marks twelve years in operation. During those twelve fiscal years this is the fourth time we did not meet our objective of capturing 40% of the S&P 500 Index (40% or more in up markets and 40% or less in down markets). This variability in return over shorter term periods is in line with design and typically occurs in strong double-digit up markets. The flip side is that we have outperformed our 40% target in three of three down market fiscal years, maintained a steady risk profile — approximately sixty percent less than our primary market index of equities — and have captured the large majority of equity returns since inception. We love the baseball analogy of playing superb defense and hitting for average; we believe you can clearly see the strength of this strategy by looking at our annual fiscal returns.

FY 02	FY 03	FY 04	FY 05	FY 06	FY 07	FY 08	FY 09	FY 10	FY 11	FY 12	FY 13
-0.78%	2.57%	12.94%	7.32%	7.83%	5.87%	-1.57%	-11.66%	1.67%	14.15%	3.74%	7.23%

In addition to returns, an analysis of this Fund would be incomplete without looking at the risk side. The returns above were achieved while taking much less risk than the S&P 500 Index of stocks. The following graph shows our annual record of targeting a level of market risk (beta) equal to roughly 40% of the market:

  www.bridgeway.com 78

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

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

Standardized Returns as of June 30, 2013

					Annualized
	Quarter		1 Year		5 Years		10 Years		Since Inception  (6/30/01)
Managed Volatility Fund		0.95%		7.23%		2.66%		4.50%		3.89%
S&P 500 Index		2.91%		20.60%		7.01%		7.30%		4.33%
Bloomberg/EFFAS U.S. Government 1-3 Year Total Return Bond Index		-0.14%		0.44%		2.00%		2.62%		3.15%
Lipper Balanced Funds Index		0.11%		11.70%		5.29%		6.18%		4.73%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Bloomberg/ EFFAS U.S. Government 1-3 year Total Return Bond Index is a transparent benchmark for the total return of the 1-3 year U.S. Government bond market. The Lipper Balanced Funds Index is an index of balanced funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of June 30, 2013, the Managed Volatility Fund ranked 456th of 518 mixed-asset target allocation moderate funds for the twelve months ending June 30, 2013, 353rd of 384 over the past five years, 191st of 216 over the last ten years, and 126th of 167 funds since inception on June 30, 2001. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

According to data from Morningstar as of June 30, 2013, the Managed Volatility Fund ranked 125th of 218 long/short funds for the fiscal year ended June 30, 2013, 29th out of 68 funds over the past five years and 12th out of 23 funds over the last ten years. Morningstar ranks funds in various fund categories by making comparative calculations using total returns.

Managed Volatility Fund vs. S&P 500 Index, Bloomberg/EFFAS Bond Index & Lipper Balanced Funds Index

from Inception 6/30/01 to 6/30/13

  79 Annual Report | June 30, 2013  

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

Detailed Explanation of Quarterly Performance

The Short Version: The main driver of performance was the equity component of the Fund, contributing approximately 1.2%.

For the quarter, the Fund returned 0.95%. This performance was outside the 40% performance band (relative to the S&P 500 Index), capturing about 33% of the S&P 500 Index’s return. The main driver of performance was the equity component of the fund. The positive performance of our equity holdings was slightly offset by the performance of fixed income, futures and option components, each returning approximately -0.1%.

Detailed Explanation of Fiscal Year Performance

The Short Version: The main driver of performance was the equity component of the Fund, contributing approximately 10.60%.

The positive performance of our equity holdings was offset by the performance of futures, down 2.29% (expected to be negative in a strong up market), options, down about one percent, and fixed income, approximately -0.06%. Overall, the Fund continues to perform as expected over both long and short time horizons. With positive performance from the U.S. equity markets, the Fund, as expected, captured a percentage of those gains, while still providing investors with less risk versus the general market.

Top Ten Holdings as of June 30, 2013

Rank	Description	Industry	% of Net   Assets
1	Gap, Inc. (The)	Specialty Retail		1.8%
2	AutoZone, Inc.	Specialty Retail		1.4%
3	Exxon Mobil Corp.	Oil, Gas & Consumable Fuels		1.4%
4	AT&T, Inc.	Diversified Telecommunication Services		1.2%
5	Northrop Grumman Corp.	Aerospace & Defense		1.2%
6	Travelers Cos., Inc. (The)	Insurance		1.2%
7	Brown-Forman Corp.	Beverages		1.1%
8	Cisco Systems, Inc.	Communications Equipment		1.1%
9	Goldman Sachs Group, Inc. (The)	Capital Markets		1.0%
10	JPMorgan Chase & Co.	Diversified Financial Services		1.0%
				12.4%

  www.bridgeway.com 80

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

Industry Sector Representation as of June 30, 2013

Asset Type	% of Net  Assets
Common Stock		54.4%
Consumer Discretionary		9.2%
Consumer Staples		5.1%
Energy		5.0%
Financials		9.0%
Health Care		5.6%
Industrials		6.2%
Information Technology		9.2%
Materials		1.3%
Telecommunication Services		2.3%
Utilities		1.5%
U.S. Government Obligations		41.3%
Covered Call Options Written		-0.8%
Put Options Written		-0.9%
Money Market Fund		5.7%
Other Assets in Excess of Liabilities		0.3%
Total		100%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter-end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly affect short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in the small companies within this multi-cap fund generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial resources that are typically available to small companies and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options, futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole. The Fund uses an option writing strategy in which the Fund may sell covered calls or secured put options. Options are subject to special risks and may not fully protect the Fund against declines in the value of its stocks. In addition, an option writing strategy limits the upside profit potential normally associated with stocks. Finally, the Fund’s fixed-income holdings are subject to three types of risk. Interest rate risk is the chance that bond prices overall will decline as interest rates rise. Credit risk is the chance a bond issuer will fail to pay interest and principal. Prepayment risk is the chance a mortgage-backed bond issuer will repay a higher yielding bond, resulting in a lower paying yield.

  81 Annual Report | June 30, 2013  

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

Conclusion

In closing, we would like to thank you for your continued investment in the Managed Volatility Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

  www.bridgeway.com 82

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 54.45%
Aerospace & Defense - 2.13%
Honeywell International, Inc.		800	$	63,472
Lockheed Martin Corp.		870		94,360
Northrop Grumman Corp.#		3,900		322,920
United Technologies Corp.		940		87,364
				568,116
Air Freight & Logistics - 0.30%
FedEx Corp.		800		78,864
Beverages - 1.80%
Brown-Forman Corp., Class B		4,425		298,909
Coca-Cola Co. (The)#		4,500		180,495
				479,404
Biotechnology - 1.07%
Biogen Idec, Inc.*#		900		193,680
Gilead Sciences, Inc.*		1,800		92,178
				285,858
Capital Markets - 1.89%
Ameriprise Financial, Inc.		680		54,998
Bank of New York Mellon Corp. (The)		532		14,923
Charles Schwab Corp. (The)#		3,500		74,305
Goldman Sachs Group, Inc. (The)#		1,700		257,125
Morgan Stanley		800		19,544
State Street Corp.#		1,300		84,773
				505,668
Chemicals - 1.05%
Dow Chemical Co. (The)		2,100		67,557
Monsanto Co.		500		49,400
Sherwin-Williams Co. (The)		600		105,960
Sigma-Aldrich Corp.		700		56,252
				279,169
Commercial Banks - 1.32%
Comerica, Inc.		1,100		43,813
KeyCorp		3,700		40,848
U.S. Bancorp#		2,200		79,530
Wells Fargo & Co.#		4,571		188,645
				352,836
Communications Equipment - 1.11%
Cisco Systems, Inc.#		11,600		281,996

Industry Company	Shares		Value
Communications Equipment (continued)
Juniper Networks, Inc.*		700	$	13,517
				295,513
Computers & Peripherals - 2.31%
Apple, Inc.#		400		158,432
EMC Corp.		7,400		174,788
Hewlett-Packard Co.		7,300		181,040
Lexmark International, Inc., Class A		800		24,456
SanDisk Corp.*#		1,300		79,430
				618,146
Consumer Finance - 0.89%
American Express Co.#		1,500		112,140
Capital One Financial Corp.#		2,000		125,620
				237,760
Diversified Financial Services - 1.86%
Bank of America Corp.#		6,600		84,876
Citigroup, Inc.#		3,310		158,781
JPMorgan Chase & Co.#		4,800		253,392
				497,049
Diversified Telecommunication Services - 1.94%
AT&T, Inc.#		9,400		332,760
CenturyLink, Inc.		3,200		113,120
Frontier Communications Corp.+		672		2,722
Verizon Communications, Inc.#		1,400		70,476
				519,078
Electric Utilities - 0.59%
American Electric Power Co., Inc.		1,600		71,648
Duke Energy Corp.		783		52,852
Exelon Corp.		1,100		33,968
				158,468
Electrical Equipment - 0.22%
Eaton Corp. PLC		400		26,324
Emerson Electric Co.		600		32,724
				59,048
Electronic Equipment, Instruments & Components - 06%
FLIR Systems, Inc.		600		16,182

  83 Annual Report | June 30, 2013  

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Energy Equipment & Services - 0.57%
Halliburton Co.		2,300	$	95,956
National Oilwell Varco, Inc.		800		55,120
				151,076
Food & Staples Retailing - 1.22%
CVS Caremark Corp.		900		51,462
Kroger Co. (The)#		1,000		34,540
Safeway, Inc.#		7,000		165,620
Wal-Mart Stores, Inc.		1,000		74,490
				326,112
Food Products - 0.68%
Archer-Daniels-Midland Co.#		1,000		33,910
General Mills, Inc.		1,400		67,942
Mead Johnson Nutrition Co.#		1,016		80,498
				182,350
Health Care Equipment & Supplies - 1.10%
Abbott Laboratories		1,300		45,344
Baxter International, Inc.#		1,300		90,051
Becton Dickinson & Co.		220		21,742
C.R. Bard, Inc.		500		54,340
Stryker Corp.		1,260		81,497
				292,974
Health Care Providers & Services - 0.90%
Express Scripts Holding Co.*#		1,634		100,801
Laboratory Corp. of America Holdings*		300		30,030
Quest Diagnostics, Inc.		400		24,252
UnitedHealth Group, Inc.#		1,300		85,124
				240,207
Hotels, Restaurants & Leisure - 0.77%
McDonald’s Corp.		900		89,100
Yum! Brands, Inc.#		1,700		117,878
				206,978
Household Durables - 0.75%
PulteGroup, Inc.*#		10,600		201,082
Household Products - 1.32%
Colgate-Palmolive Co.#		3,000		171,870
Kimberly-Clark Corp.#		1,000		97,140
Procter & Gamble Co. (The)#		1,100		84,689
				353,699
Independent Power Producers & Energy Traders - 0.12%
AES Corp.		2,600		31,174

Industry Company	Shares		Value
Industrial Conglomerates - 0.94%
3M Co.		500	$	54,675
Danaher Corp.		500		31,650
General Electric Co.		7,100		164,649
				250,974
Insurance - 2.10%
Aflac, Inc.		300		17,436
Aon PLC#		1,700		109,395
Chubb Corp. (The)		1,100		93,115
Progressive Corp. (The)		820		20,844
Travelers Cos., Inc. (The)#		4,000		319,680
				560,470
Internet & Catalog Retail - 0.52%
Amazon.com, Inc.*#		500		138,845
Internet Software & Services - 1.37%
eBay, Inc.*		1,300		67,236
Google, Inc., Class A*		200		176,074
Rackspace Hosting, Inc.*#		3,200		121,248
				364,558
IT Services - 1.92%
International Business Machines Corp.		1,200		229,332
Teradata Corp.*#		400		20,092
Visa, Inc., Class A#		1,300		237,575
Western Union Co. (The)		1,500		25,665
				512,664
Leisure Equipment & Products - 0.25%
Hasbro, Inc.#+		1,500		67,245
Life Sciences Tools & Services - 0.22%
Thermo Fisher Scientific, Inc.		700		59,241
Machinery - 0.82%
Deere & Co.		2,700		219,375
Media - 1.62%
Comcast Corp., Class A		2,250		94,230
News Corp., Class A		2,400		78,240
Omnicom Group, Inc.#		1,000		62,870
Time Warner, Inc.#		1,333		77,074
Walt Disney Co. (The)#		1,900		119,985
				432,399
Multiline Retail - 1.02%
Big Lots, Inc.*#		1,400		44,142
Kohl’s Corp.#		4,500		227,295
				271,437

  www.bridgeway.com 84

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Multi-Utilities - 0.84%
Dominion Resources, Inc.		1,920	$	109,094
Sempra Energy#		1,400		114,464
				223,558
Oil, Gas & Consumable Fuels - 4.46%
Anadarko Petroleum Corp.#		1,000		85,930
Apache Corp.		500		41,915
Chesapeake Energy Corp.		500		10,190
Chevron Corp.		2,078		245,911
ConocoPhillips		1,187		71,813
Exxon Mobil Corp.#		4,000		361,400
Marathon Petroleum Corp.#		2,300		163,438
Occidental Petroleum Corp.#		1,200		107,076
Phillips 66#		593		34,934
Valero Energy Corp.#		2,000		69,540
				1,192,147
Paper & Forest Products - 0.25%
International Paper Co.#		1,500		66,465
Pharmaceuticals - 2.35%
AbbVie, Inc.		1,300		53,742
Allergan, Inc.#		1,200		101,088
Bristol-Myers Squibb Co.#		3,079		137,601
Johnson & Johnson		1,200		103,032
Merck & Co., Inc.#		1,600		74,320
Pfizer, Inc.		5,600		156,856
				626,639
Real Estate Investment Trusts (REITs) - 0.98%
American Tower Corp.#		1,700		124,389
Public Storage		900		137,997
				262,386
Road & Rail - 1.29%
Norfolk Southern Corp.#		2,600		188,890
Union Pacific Corp.#		1,000		154,280
				343,170
Semiconductors & Semiconductor Equipment - 0.95%
Broadcom Corp., Class A#		1,400		47,264
Cirrus Logic, Inc.*#		7,000		121,520
Intel Corp.		1,200		29,064
Texas Instruments, Inc.#		1,570		54,746
				252,594
Software - 1.49%
Citrix Systems, Inc.*		1,400		84,462
Intuit, Inc.		500		30,515
Microsoft Corp.#		5,200		179,556

Industry Company	Shares		Value
Software (continued)
Oracle Corp.		3,360	$	103,219
				397,752
Specialty Retail - 4.03%
AutoZone, Inc.*#		900		381,321
CST Brands, Inc.*		220		6,778
Gap, Inc. (The)#		11,700		488,241
Staples, Inc.		1,250		19,825
Urban Outfitters, Inc.*#		4,500		180,990
				1,077,155
Textiles, Apparel & Luxury Goods - 0.24%
NIKE, Inc., Class B		1,000		63,680
Trading Companies & Distributors - 0.47%
W.W. Grainger, Inc.		500		126,090
Wireless Telecommunication Services - 0.35%
Crown Castle International Corp.*#		1,300		94,107
TOTAL COMMON STOCKS - 54.45%				14,539,762
(Cost $9,882,902)

Due Date	Discount Rate or Coupon Rate			Principal Amount		Value
U.S. GOVERNMENT OBLIGATIONS - 41.25%
U.S. Treasury Bills - 39.32%
07/18/2013		0.055	%(a)	$	3,000,000		2,999,922
08/01/2013		0.050	%(a)		1,500,000		1,499,936
08/29/2013		0.046	%(a)		3,000,000		2,999,889
09/26/2013		0.060	%(a)		3,000,000		2,999,745
							10,499,492
U.S. Treasury Notes - 1.93%
11/15/2013		4.250	%		200,000		203,070
03/15/2014		1.250	%		100,000		100,773
02/15/2015		4.000	%		200,000		211,985
							515,828
TOTAL U.S. GOVERNMENT OBLIGATIONS - 41.25%							11,015,320
(Cost $10,998,957)

  85 Annual Report | June 30, 2013  

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of June 30, 2013

	Rate^			Shares		Value
MONEY MARKET FUND - 5.74%
BlackRock FedFund		0.01	%		1,531,422		$1,531,422
TOTAL MONEY MARKET FUND – 5.74%							1,531,422
(Cost $ 1,531,422)
TOTAL INVESTMENTS - 101.44%						$	27,086,504
(Cost $ 22,413,281)
Liabilities in Excess of Other Assets - (1.44%)							(383,276	)
NET ASSETS - 100.00%						$	26,703,228
*     Non-income producing security. #    Security subject to call or put option written by the Fund. ^    Rate disclosed as of June 30, 2013. +   This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $43,069 at June 30, 2013. (a)  Rate represents the effective yield at purchase. ADR - American Depositary Receipt PLC - Public Limited Company See Notes to Financial Statements.

  www.bridgeway.com 86

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN

Showing percentage of net assets as of June 30, 2013

Company	Number of Contracts	Value
CALL OPTIONS WRITTEN - (0.84%)
Allergan, Inc.
Expiring July, 2013 at $110.00	4	$	(20	)
Amazon.com, Inc.
Expiring August, 2013 at $285.00	2		(2,050	)
American Express Co.
Expiring July, 2013 at $60.00	5		(7,500	)
American Tower Corp.
Expiring July, 2013 at $80.00	2		(60	)
Anadarko Petroleum Corp.
Expiring August, 2013 at $85.00	4		(1,880	)
Aon PLC
Expiring July, 2013 at $62.50	5		(1,065	)
Archer-Daniels-Midland Co.
Expiring September, 2013 at $35.00	5		(530	)
AT&T, Inc.
Expiring September, 2013 at $35.00	70		(8,540	)
AutoZone, Inc.
Expiring September, 2013 at $430.00	3		(4,350	)
Bank of America Corp.
Expiring August, 2013 at $14.00	15		(240	)
Baxter International, Inc.
Expiring August, 2013 at $75.00	5		(165	)
Big Lots, Inc.
Expiring July, 2013 at $35.00	10		(80	)
Biogen Idec, Inc.
Expiring July, 2013 at $200.00	4		(6,960	)
Bristol-Myers Squibb Co.
Expiring September, 2013 at $47.00	10		(970	)
Broadcom Corp., Class A
Expiring August, 2013 at $38.00	5		(75	)
Capital One Financial Corp.
Expiring September, 2013 at $62.50	5		(1,550	)
Charles Schwab Corp. (The)
Expiring September, 2013 at $21.00	10		(1,250	)
Cirrus Logic, Inc.
Expiring September, 2013 at $18.00	70		(10,850	)
Cisco Systems, Inc.
Expiring August, 2013 at $24.00	25		(2,625	)
Coca-Cola Co. (The)
Expiring August, 2013 at $41.00	10		(690	)
Colgate-Palmolive Co.
Expiring August, 2013 at $60.00	8		(2,216	)
Crown Castle International Corp.
Expiring July, 2013 at $75.00	4		(296	)

Company	Number of Contracts	Value
Express Scripts Holding Co.
Expiring August, 2013 at $62.50	5	$	(1,005	)
Exxon Mobil Corp.
Expiring July, 2013 at $90.00	10		(1,330	)
Gap, Inc. (The)
Expiring September, 2013 at $41.00	10		(2,630	)
Expiring September, 2013 at $42.00	80		(17,360	)
			(19,990	)
Goldman Sachs Group, Inc. (The)
Expiring July, 2013 at $140.00	17		(21,250	)
Hasbro, Inc.
Expiring July, 2013 at $45.00	6		(570	)
International Paper Co.
Expiring July, 2013 at $43.00	5		(985	)
Expiring July, 2013 at $45.00	5		(385	)
			(1,370	)
JPMorgan Chase & Co.
Expiring August, 2013 at $52.50	12		(2,040	)
Kimberly-Clark Corp.
Expiring July, 2013 at $95.00	3		(930	)
Kohl’s Corp.
Expiring July, 2013 at $48.00	45		(13,410	)
Kroger Co. (The)
Expiring July, 2013 at $31.00	4		(1,480	)
Mead Johnson Nutrition Co.
Expiring August, 2013 at $85.00	4		(480	)
Merck & Co., Inc.
Expiring October, 2013 at $49.00	5		(445	)
Microsoft Corp.
Expiring July, 2013 at $33.00	15		(2,820	)
Norfolk Southern Corp.
Expiring August, 2013 at $72.50	26		(6,630	)
Northrop Grumman Corp.
Expiring August, 2013 at $77.50	35		(21,700	)
Occidental Petroleum Corp.
Expiring August, 2013 at $92.50	4		(824	)
Omnicom Group, Inc.
Expiring October, 2013 at $65.00	3		(660	)
Procter & Gamble Co. (The)
Expiring July, 2013 at $77.50	4		(400	)
PulteGroup, Inc.
Expiring July, 2013 at $18.00	66		(8,184	)
Expiring July, 2013 at $20.00	40		(1,440	)
			(9,624	)
Rackspace Hosting, Inc.
Expiring September, 2013 at $37.50	32		(11,968	)

  87 Annual Report | June 30, 2013  

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN (continued)

Showing percentage of net assets as of June 30, 2013

Company	Number of Contracts	Value
Call Options Written (continued)
Safeway, Inc.
Expiring September, 2013 at $23.00	61	$	(11,895	)
SanDisk Corp.
Expiring July, 2013 at $52.50	3		(2,685	)
Sempra Energy
Expiring July, 2013 at $80.00	4		(980	)
State Street Corp.
Expiring August, 2013 at $65.00	5		(1,400	)
Teradata Corp.
Expiring July, 2013 at $60.00	4		(28	)
Texas Instruments, Inc.
Expiring July, 2013 at $34.00	5		(665	)
Time Warner, Inc.
Expiring July, 2013 at $57.50	4		(520	)
Travelers Cos., Inc. (The)
Expiring July, 2013 at $85.00	10		(50	)
U.S. Bancorp
Expiring September, 2013 at $36.00	6		(762	)
Union Pacific Corp.
Expiring August, 2013 at $155.00	4		(1,980	)
UnitedHealth Group, Inc.
Expiring September, 2013 at $65.00	4		(1,280	)
Urban Outfitters, Inc.
Expiring September, 2013 at $39.00	45		(14,400	)
Valero Energy Corp.
Expiring September, 2013 at $35.00	20		(4,280	)
Verizon Communications, Inc.
Expiring September, 2013 at $52.50	5		(375	)
Visa, Inc., Class A
Expiring September, 2013 at $185.00	4		(2,860	)
Walt Disney Co. (The)
Expiring July, 2013 at $60.00	5		(1,850	)
Wells Fargo & Co.
Expiring July, 2013 at $38.00	10		(3,500	)
Yum! Brands, Inc.
Expiring July, 2013 at $70.00	5		(740	)
TOTAL CALL OPTIONS WRITTEN – (0.84%)			(223,138	)
(Premiums received $(185,759))
PUT OPTIONS WRITTEN - (0.91%)
Apple, Inc.
Expiring July, 2013 at $440.00	5		(20,605	)

Company	Number of Contracts	Value
Expiring August, 2013 at $400.00	2	$	(4,110	)
			(24,715	)
AT&T, Inc.
Expiring July, 2013 at $38.00	30		(8,550	)
Cabot Oil & Gas Corp.
Expiring July, 2013 at $60.00	10		(150	)
Expiring July, 2013 at $65.00	40		(2,400	)
			(2,550	)
CF Industries Holdings, Inc.
Expiring August, 2013 at $180.00	14		(17,500	)
Citigroup, Inc.
Expiring August, 2013 at $47.00	50		(7,350	)
Coach, Inc.
Expiring August, 2013 at $57.50	30		(8,550	)
Delphi Automotive PLC
Expiring August, 2013 at $50.00	50		(9,500	)
Delta Air Lines, Inc.
Expiring September, 2013 at $18.00	140		(17,780	)
Entergy Corp.
Expiring September, 2013 at $67.50	10		(1,700	)
Exxon Mobil Corp.
Expiring July, 2013 at $87.50	30		(1,590	)
Flowserve Corp.
Expiring July, 2013 at $50.00	45		(1,125	)
Genworth Financial, Inc., Class A
Expiring September, 2013 at $11.00	150		(10,800	)
Goldman Sachs Group, Inc. (The)
Expiring July, 2013 at $150.00	8		(2,760	)
Expiring October, 2013 at $150.00	8		(6,720	)
			(9,480	)
H&R Block, Inc.
Expiring July, 2013 at $27.00	45		(1,890	)
Expiring July, 2013 at $28.00	45		(4,140	)
			(6,030	)
JPMorgan Chase & Co.
Expiring August, 2013 at $50.00	20		(1,580	)
Kohl’s Corp.
Expiring July, 2013 at $48.00	11		(385	)
L-3 Communications Holdings
Expiring July, 2013 at $80.00	33		(825	)
Marathon Petroleum Corp.
Expiring July, 2013 at $77.50	15		(10,350	)

  www.bridgeway.com 88

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN (continued)

Showing percentage of net assets as of June 30, 2013

Company	Number of Contracts	Value
Put Options Written (continued)
Expiring July, 2013 at $85.00	15	$	(21,105	)
			(31,455	)
Norfolk Southern Corp.
Expiring September, 2013 at $77.50	10		(6,700	)
PartnerRe Ltd.
Expiring August, 2013 at $90.00	30		(6,600	)
Phillips 66
Expiring August, 2013 at $60.00	45		(15,300	)
Sony Corp. - Sponsored ADR
Expiring October, 2013 at $20.00	120		(18,600	)
St. Jude Medical, Inc.
Expiring July, 2013 at $40.00	50		(1,000	)
Expiring July, 2013 at $45.00	15		(1,275	)
			(2,275	)
Tenet Healthcare Corp.
Expiring August, 2013 at $45.00	60		(12,300	)
Time Warner, Inc.
Expiring July, 2013 at $57.50	45		(3,780	)
Whirlpool Corp.
Expiring September, 2013 at $110.00	16		(9,360	)
Expiring September, 2013 at $120.00	7		(8,078	)
			(17,438	)
TOTAL PUT OPTIONS WRITTEN – (0.91%)			(244,458	)
(Premiums received $(282,902))
TOTAL OPTIONS WRITTEN – (1.75%)		$	(467,596	)
(Premiums received $(468,661))

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):
	Assets Table
	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	14,539,762	$	—	$	—	$	14,539,762
U.S. Government Obligations		—		11,015,320		—		11,015,320
Money Market Fund		—		1,531,422		—		1,531,422
TOTAL	$	14,539,762	$	12,546,742	$	—	$	27,086,504

	Liabilities Table
	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices			Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Options Written	$	(467,596	)	$	—	$	—	$	(467,596	)
TOTAL	$	(467,596	)	$	—	$	—	$	(467,596	)

See Notes to Financial Statements.

  89 Annual Report | June 30, 2013  

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  www.bridgewayomni.com 90

STATEMENTS OF ASSETS AND LIABILITIES

June 30, 2013

ASSETS	Aggressive Investors 1		Ultra-Small Company		Ultra-Small Company Market		Small-Cap   Momentum
Investments at value	$	220,315,058	$	130,483,656	$	342,656,287	$	4,448,789
Receivables:
Portfolio securities sold		3,472,702		2,298,376		2,955,371		-
Fund shares sold		8,860		613		267,679		-
Dividends and interest		162,609		143,551		266,447		3,994
Receivable from investment adviser		-		-		-		9,877
Deposits with brokers		-		-		-		-
Prepaid expenses		38,382		18,418		50,410		9,785
Total assets		223,997,611		132,944,614		346,196,194		4,472,445
LIABILITIES
Payables:
Portfolio securities purchased		2,283,343		737,340		3,640,947		-
Fund shares redeemed		88,513		-		607,362		-
Due to custodian		-		-		-		9,940
Loan payable		87,000		-		-		-
Accrued Liabilities:
Investment adviser fees		85,021		97,161		146,240		-
Administration fees		5,320		3,116		7,994		105
Directors’ fees		352		184		497		5
Other		111,257		42,314		146,217		25,605
Call options written at value		-		-		-		-
Put options written at value		-		-		-		-
Total liabilities		2,660,806		880,115		4,549,257		35,655
NET ASSETS	$	221,336,805	$	132,064,499	$	341,646,937	$	4,436,790
NET ASSETS REPRESENT
Paid-in capital	$	366,201,514	$	88,046,856	$	213,554,999	$	3,877,111
Undistributed net investment income		1,735,685		1,768,186		70,374		130
Accumulated net realized gain (loss) on investments		(176,649,400)		7,008,262		28,629,443		344,752
Net unrealized appreciation on investments		30,049,006		35,241,195		99,392,121		214,797
NET ASSETS	$	221,336,805	$	132,064,499	$	341,646,937	$	4,436,790
Shares of common stock outstanding of $.001 par value*		5,122,524		3,354,888		22,131,852		363,985
Net asset value, offering price and redemption price per share	$	43.21	$	39.36	$	15.44(a)	$	12.19(a)
Total investments at cost	$	190,266,052	$	95,242,461	$	243,264,166	$	4,233,992
Premiums received on call options written	$	-	$	-	$	-	$	-
Premiums received on put options written	$	-	$	-	$	-	$	-

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

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

See Notes to Financial Statements.

  91 Annual Report | June 30, 2013  

Small-Cap            Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35  Index			Managed Volatility
$	30,395,936		$	79,584,092		$	48,043,816		$	462,446,972		$	27,086,504
	549,311			407,581			-			18,857,895			6,339
	3,551			3,302			250			372,603			85,031
	5,933			45,186			29,350			518,932			20,945
	-			-			-			50,442			-
	-			-			-			-			88
	7,753			14,004			9,982			71,148			12,304
	30,962,484			80,054,165			48,083,398			482,317,992			27,211,211
	304,791			721,434			-			11,423,056			-
	9,180			367			60,880			189,557			1,514
	-			-			-			-			-
	-			-			-			7,455,000			-
	10,347			34,276			17,845			-			2,437
	723			1,886			1,161			11,261			642
	50			124			78			505			40
	32,552			48,108			36,868			92,328			35,754
	-			-			-			-			223,138
	-			-			-			-			244,458
	357,643			806,195			116,832			19,171,707			507,983
$	30,604,841		$	79,247,970		$	47,966,566		$	463,146,285		$	26,703,228
$	49,604,871		$	108,856,115		$	66,933,051		$	392,821,473		$	27,349,502
	134,918			350,726			89,178			4,104,472			90,420
	(25,343,940	)		(45,870,276	)		(30,056,885	)		(50,543,807	)		(5,410,982	)
	6,208,992			15,911,405			11,001,222			116,764,147			4,674,288
$	30,604,841		$	79,247,970		$	47,966,566		$	463,146,285		$	26,703,228
	2,025,573			4,125,096			2,964,263			48,296,440			2,094,472
$	15.11		$	19.21		$	16.18		$	9.59		$	12.75
$	24,186,944		$	63,672,687		$	37,042,594		$	345,682,825		$	22,413,281
$	-		$	-		$	-		$	-		$	185,759
$	-		$	-		$	-		$	-		$	282,902

  www.bridgeway.com 92

STATEMENTS OF OPERATIONS

Year Ended June 30, 2013

	Aggressive Investors 1		Ultra-Small Company		Ultra-Small Company Market		Small-Cap   Momentum
INVESTMENT INCOME
Dividends	$	5,181,090	$	1,728,936	$	5,343,254	$	46,671
Less: foreign taxes withheld		(25,434)		(2,595)		-		-
Interest		-		-		-		-
Securities lending		68,321		1,078,205		1,542,307		4,247
Total Investment Income		5,223,977		2,804,546		6,885,561		50,918
EXPENSES
Investment advisory fees - Base fees		1,928,341		1,009,374		1,514,500		15,656
Investment advisory fees - Performance adjustment		(1,048,500)		-		-		-
Administration fees		75,577		39,326		106,678		974
Accounting fees		73,956		66,576		109,708		57,990
Transfer agent fees		210,437		55,435		139,650		31,908
Audit fees		31,124		20,477		40,373		9,307
Legal fees		31,659		15,667		42,268		341
Custody fees		6,558		14,113		29,215		12,527
Blue sky fees		20,513		11,959		27,534		19,850
Directors’ and officers’ fees		31,127		15,897		42,933		393
Shareholder servicing fees		129,672		22,033		227,258		1,254
Reports to shareholders		44,564		7,634		42,673		2,798
Miscellaneous expenses		58,773		28,790		82,300		1,199
Total Expenses		1,593,801		1,307,281		2,405,090		154,197
Less investment advisory fees waived		-		-		(133,255)		(15,656)
Less expense reimbursed by investment adviser		-		-		-		(112,837)
Net Expenses		1,593,801		1,307,281		2,271,835		25,704
NET INVESTMENT INCOME		3,630,176		1,497,265		4,613,726		25,214
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		33,748,375		13,860,738		55,254,010		486,519
Written options		-		-		-		-
Futures contracts		-		-		-		-
Swaps		296,957		228,581		(61,457)		-
Net Realized Gain		34,045,332		14,089,319		55,192,553		486,519
Change in Unrealized Appreciation (Depreciation) on:
Investments		21,290,661		25,117,050		20,295,754		57,748
Written options		-		-		-		-
Swaps		-		-		(11,563)		-
Net Change in Unrealized Appreciation (Depreciation)		21,290,661		25,117,050		20,284,191		57,748
Net Realized and Unrealized Gain on Investments		55,335,993		39,206,369		75,476,744		544,267
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	58,966,169	$	40,703,634	$	80,090,470	$	569,481

See Notes to Financial Statements.

  93 Annual Report | June 30, 2013  

Small-Cap           Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35  Index			Managed Volatility
	$    358,150		$	1,921,974		$	911,940		$	7,828,232		$	284,239
	-			-			(1,026	)		-			-
	-			-			-			-			35,375
	106,113			60,475			5,975			-			845
	464,263			1,982,449			916,889			7,828,232			320,459
	181,169			454,624			236,152			249,915			146,770
	(32,176	)		(65,699	)		(37,978	)		-			-
	10,696			26,743			16,690			107,666			8,615
	48,612			56,236			51,476			84,152			54,322
	51,943			67,336			54,076			49,543			39,713
	12,128			16,830			13,893			41,225			16,480
	4,282			10,564			6,822			40,536			6,354
	2,642			4,235			2,554			5,433			6,730
	20,152			22,034			20,685			37,660			22,677
	4,308			10,738			6,774			44,416			3,455
	20,637			48,404			31,352			82,503			14,035
	7,237			15,382			9,578			21,159			3,698
	9,329			20,360			13,664			80,449			6,914
	340,959			687,787			425,738			844,657			329,763
	(57,020	)		-			(28,916	)		(249,915	)		(99,738	)
	-			-			-			(126,066	)		-
	283,939			687,787			396,822			468,676			230,025
	180,324			1,294,662			520,067			7,359,556			90,434
	4,126,625			9,893,839			3,437,733			9,150,508			1,025,512
	-			-			-			-			452,418
	-			-			-			-			(772,434	)
	10,320			195,693			29,840			-			-
	4,136,945			10,089,532			3,467,573			9,150,508			705,496
	3,409,886			9,569,259			5,851,464			39,947,827			1,063,474
	-			-			-			-			(151,131	)
	-			(33,837	)		(17,951	)		-			-
	3,409,886			9,535,422			5,833,513			39,947,827			912,343
	7,546,831			19,624,954			9,301,086			49,098,335			1,617,839
	$7,727,155		$	20,919,616		$	9,821,153		�� $	56,457,891		$	1,708,273

  www.bridgeway.com 94

STATEMENTS OF CHANGES IN NET ASSETS

	Aggressive Investors 1						Ultra-Small Company
	Year Ended June 30,						Year Ended June 30,
	2013			2012			2013			2012
OPERATIONS
Net investment income		$    3,630,176			$    1,789,938			$    1,497,265			$       397,016
Net realized gain (loss) on investments		34,045,332			(792,928	)		14,089,319			(76,958)
Net change in unrealized appreciation (depreciation) on investments		21,290,661			(2,850,409	)		25,117,050			(3,883,528)
Net increase (decrease) in net assets resulting from operations		58,966,169			(1,853,399	)		40,703,634			(3,563,470)
DISTRIBUTIONS:
From net investment income		(2,292,186	)		(3,284,990	)		(62,868	)		(1,269,925)
From net realized gains		-			-			-			-
Net decrease in net assets from distributions		(2,292,186	)		(3,284,990	)		(62,868	)		(1,269,925)
SHARE TRANSACTIONS:
Proceeds from sale of shares		6,787,030			3,496,461			2,581,100			1,268,349
Proceeds from conversion of shares*		-			118,655,804			-			18,444,305
Reinvestment of distributions		2,181,600			3,097,726			59,092			1,200,763
Cost of shares redeemed		(50,315,693	)		(20,858,925	)		(13,326,070	)		(8,403,947)
Redemption fees		-			-			-			-
Net increase (decrease) in net assets resulting from share transactions		(41,347,063	)		104,391,066			(10,685,878	)		12,509,470
Net increase (decrease) in net assets		15,326,920			99,252,677			29,954,888			7,676,075
NET ASSETS:
Beginning of year		206,009,885			106,757,208			102,109,611			94,433,536
End of year**		$221,336,805			$206,009,885			$132,064,499			$102,109,611
SHARES ISSUED & REDEEMED
Issued		174,498			106,700			78,300			47,559
Share conversions		-			3,846,030			-			734,641
Distributions reinvested		59,607			99,645			1,946			49,214
Redeemed		(1,330,685	)		(628,812	)		(428,719	)		(312,634)
Net increase (decrease)		(1,096,580	)		3,423,563			(348,473	)		518,780
Outstanding at beginning of year		6,219,104			2,795,541			3,703,361			3,184,581
Outstanding at end of year		5,122,524			6,219,104			3,354,888			3,703,361
** Including undistributed net investment income of:		$    1,735,685			$      155,065			$    1,768,186			$         70,401

* See Note 1 - Organization in the Notes to Financial Statements.

See Notes to Financial Statements.

  95 Annual Report | June 30, 2013  

Ultra-Small Company Market						Small-Cap Momentum
Year Ended June 30,						Year Ended June 30,
2013			2012			2013			2012
	$    4,613,726		$	2,745,731		$	25,214		$	9,979
	55,192,553			33,820,067			486,519			78,352
	20,284,191			(38,783,336	)		57,748			(135,060	)
	80,090,470			(2,217,538	)		569,481			(46,729	)
	(7,601,549	)		(3,451,142	)		(35,238	)		(1,843	)
	(48,273,139	)		(13,433,187	)		(217,605	)		(287,704	)
	(55,874,688	)		(16,884,329	)		(252,843	)		(289,547	)
	48,231,443			33,789,669			3,155,868			358,332
	-			-			-			-
	49,916,712			15,234,587			252,588			289,325
	(83,188,211	)		(121,461,084	)		(1,358,548	)		(1,245,596	)
	39,173			87,977			50			2,022
	14,999,117			(72,348,851	)		2,049,958			(595,917	)
	39,214,899			(91,450,718	)		2,366,596			(932,193	)
	302,432,038			393,882,756			2,070,194			3,002,387
	$341,646,937		$	302,432,038		$	4,436,790		$	2,070,194
	3,379,810			2,508,563			275,593			32,696
	-			-			-			-
	3,990,145			1,217,793			23,965			28,505
	(5,852,736	)		(8,780,831	)		(119,578	)		(112,849	)
	1,517,219			(5,054,475	)		179,980			(51,648	)
	20,614,633			25,669,108			184,005			235,653
	22,131,852			20,614,633			363,985			184,005
	$          70,374		$	2,339,297		$	130		$	10,077

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STATEMENTS OF CHANGES IN NET ASSETS (continued)

	Small-Cap Growth						Small-Cap Value
	Year Ended June 30,						Year Ended June 30,
	2013			2012			2013			2012
OPERATIONS
Net investment income (loss)		$      180,324			$       (49,714	)		$   1,294,662			$      827,026
Net realized gain on investments		4,136,945			3,903,999			10,089,532			9,541,977
Net change in unrealized appreciation (depreciation) on investments		3,409,886			(7,041,109	)		9,535,422			(12,240,156)
Net increase (decrease) in net assets resulting from operations		7,727,155			(3,186,824	)		20,919,616			(1,871,153)
DISTRIBUTIONS:
From net investment income		-			(3,204	)		(1,722,036	)		(989,896)
Net decrease in net assets from distributions		-			(3,204	)		(1,722,036	)		(989,896)
SHARE TRANSACTIONS:
Proceeds from sale of shares		1,187,084			1,921,059			21,865,548			5,706,702
Reinvestment of distributions		-			3,057			1,624,584			932,539
Cost of shares redeemed		(10,087,659	)		(13,672,329	)		(31,049,588	)		(29,882,098)
Net increase (decrease) in net assets resulting from share transactions		(8,900,575	)		(11,748,213	)		(7,559,456	)		(23,242,857)
Net increase (decrease) in net assets		(1,173,420	)		(14,938,241	)		11,638,124			(26,103,906)
NET ASSETS:
Beginning of year		31,778,261			46,716,502			67,609,846			93,713,752
End of year*		$ 30,604,841			$ 31,778,261			$ 79,247,970			$ 67,609,846
SHARES ISSUED & REDEEMED
Issued		86,543			167,955			1,304,196			411,311
Distributions reinvested		-			289			100,781			71,404
Redeemed		(793,794	)		(1,198,273	)		(1,840,442	)		(2,121,083)
Net increase (decrease)		(707,251	)		(1,030,029	)		(435,465	)		(1,638,368)
Outstanding at beginning of year		2,732,824			3,762,853			4,560,561			6,198,929
Outstanding at end of year		2,025,573			2,732,824			4,125,096			4,560,561
* Including undistributed (distributions in excess of) net investment income of:		$      134,918			$      (55,726	)		$     350,726			$     597,918

See Notes to Financial Statements.

  97 Annual Report | June 30, 2013  

Large-Cap Growth						Blue Chip 35 Index						Managed Volatility
Year Ended June 30,						Year Ended June 30,						Year Ended June 30,
2013			2012			2013			2012			2013			2012
	$      520,067			$      364,465			$    7,359,556			$     7,242,042			$       90,434			$        99,886
	3,467,573			4,576,504			9,150,508			12,676,449			705,496			947,143
	5,833,513			(5,366,090	)		39,947,827			11,937,364			912,343			(258,665	)
	9,821,153			(425,121	)		56,457,891			31,855,855			1,708,273			788,364
	(610,529	)		(342,838	)		(6,835,197	)		(7,110,502	)		(99,887	)		(151,314	)
	(61.0,529	)		(342,838	)		(6,835,197	)		(7,110,502	)		(99,887	)		(151,314	)
	1,201,169			2,710,341			240,050,743			115,003,984			10,018,161			4,643,420
	577,615			323,763			6,403,524			6,478,915			93,246			147,905
	(11,466,357	)		(12,300,164	)		(97,091,282	)		(213,632,698	)		(8,721,810	)		(10,969,395	)
	(9,687,573	)		(9,266,060	)		149,362,985			(92,149,799	)		1,389,597			(6,178,070	)
	(476,949	)		(10,034,019	)		198,985,679			(67,404,446	)		2,997,983			(5,541,020	)
	48,443,515			58,477,534			264,160,606			331,565,052			23,705,245			29,246,265
	$ 47,966,566			$ 48,443,515			$463,146,285			$ 264,160,606			$26,703,228			$ 23,705,245
	82,722			211,030			26,105,773			15,067,275			809,859			408,226
	41,258			27,230			765,972			902,356			7,600			13,229
	(794,886	)		(972,552	)		(10,931,914	)		(27,262,476	)		(708,751	)		(960,731	)
	(670,906	)		(734,292	)		15,939,831			(11,292,845	)		108,708			(539,276	)
	3,635,169			4,369,461			32,356,609			43,649,454			1,985,764			2,525,040
	2,964,263			3,635,169			48,296,440			32,356,609			2,094,472			1,985,764
	$        89,178			$      149,800			$    4,104,472			$     3,580,113			$       90,420			$        99,873

  www.bridgeway.com 98

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout the period indicated)

				Income from                               Investment  Operations
	Net Asset Value, Beginning of Period			Net         Investment         Income (Loss)(a)		Net Realized and Unrealized Gain\(Loss)			Total from     Investment     Operations
AGGRESSIVE INVESTORS 1
Year Ended June 30, 2013		$	33.13		$0.65		��	$   9.84		$ 10.49
Year Ended June 30, 2012			38.19		0.62			(4.37)		(3.75)
Year Ended June 30, 2011			27.67		0.51			10.72		11.23
Year Ended June 30, 2010			25.93		0.58			1.40		1.98
Year Ended June 30, 2009			53.96		0.30			(28.00)		(27.70)
ULTRA-SMALL COMPANY
Year Ended June 30, 2013			27.57		0.43			11.38		11.81
Year Ended June 30, 2012			29.65		0.13			(1.79)		(1.66)
Year Ended June 30, 2011			22.94		0.07			6.83		6.90
Year Ended June 30, 2010			19.76		0.19			3.22		3.41
Year Ended June 30, 2009			24.59		0.23			(5.03)		(4.80)
ULTRA-SMALL COMPANY MARKET
Year Ended June 30, 2013			14.67		0.22			3.49		3.71
Year Ended June 30, 2012			15.34		0.12			(0.09)		0.03
Year Ended June 30, 2011			11.72		0.12			3.65		3.77
Year Ended June 30, 2010			10.50		0.14			1.25		1.39
Year Ended June 30, 2009			15.33		0.14			(3.88)		(3.74)
SMALL-CAP MOMENTUM
Year Ended June 30, 2013			11.25		0.10			2.20		2.30
Year Ended June 30, 2012			12.74		0.04			(0.35)		(0.31)
Year Ended June 30, 2011			9.33		0.09			3.40		3.49
Period Ended June 30, 2010(f)			10.00		-(e)			(0.67)		(0.67)

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

(b) Annualized for periods less than one year.

(c) For the years ended June 30, 2009, June 30, 2010, June 30, 2011, June 30, 2012 and June 30, 2013, the expense ratio was significantly lower than past years, due to a negative performance adjustment to the investment advisory fee. Please refer to the Statements of Operations and Note 3 of the Notes to Financial Statements for further information. The rate shown may not be indicative of the rate going forward.

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

(e) Amount represents less than $0.005.

(f) Commenced operations on May 28, 2010.

See Notes to Financial Statements.

  99 Annual Report | June 30, 2013  

Less Distributions to Shareholders from:									Ratios & Supplemental Data
Net Realized Gain	Net Investment Income	Total Distributions	Paid in Capital from Redemption Fees(a)	Net Asset Value, End of Period		Total Return			Net Assets End of Period (000’s)		Expenses Before Waivers and Reimbursements(b)		Expenses After Waivers and Reimbursements(b)	Net Investment Income (Loss) After Waivers and Reimbursement(b)	Portfolio Turnover Rate
$       -	$(0.41)	$(0.41)	$      -		$43.21		31.92	%		$221,337		0.74%(c)	0.74%	1.69%		149%
-	(1.31)	(1.31)	-		33.13		(9.57	%)		206,010		(0.04%)(c)	(0.04%)	1.86%		125%
-	(0.71)	(0.71)	-		38.19		40.81	%		106,757		(0.41%)(c)	(0.41%)	1.49%		107%
-	(0.24)	(0.24)	-		27.67		7.56	%		93,008		(0.51%)(c)	(0.51%)	1.94%		118%
(0.33)	-	(0.33)	-		25.93		(51.31	%)		115,835		0.34%(c)	0.34%	0.97%		134%
-	(0.02)	(0.02)	-		39.36		42.85	%		132,064		1.17%	1.17%	1.33%		89%
-	(0.42)	(0.42)	-		27.57		(5.41	%)		102,110		1.22%	1.22%	0.49%		93%
-	(0.19)	(0.19)	-		29.65		30.12	%		94,434		1.18%	1.18%	0.27%		110%
-	(0.23)	(0.23)	-		22.94		17.26	%		81,582		1.17%	1.17%	0.83%		133%
-	(0.03)	(0.03)	-		19.76		(19.48	%)		73,708		1.16%	1.16%	1.23%		90%
(2.54)	(0.40)	(2.94)	-(e)		15.44		29.95	%(d)		341,647		0.79%	0.75%	1.52%		41%
(0.56)	(0.14)	(0.70)	-(e)		14.67		1.05	%(d)		302,432		0.83%	0.75%	0.86%		31%
-	(0.15)	(0.15)	-(e)		15.34		32.22	%(d)		393,883		0.79%	0.75%	0.82%		42%
-	(0.17)	(0.17)	-(e)		11.72		13.30	%(d)		343,668		0.77%	0.75%	1.18%		48%
(0.89)	(0.21)	(1.10)	0.01		10.50		(23.47	%)(d)		342,923		0.79%	0.75%	1.27%		42%
(1.17)	(0.19)	(1.36)	-(e)		12.19		22.31	%(d)		4,437		5.42%	0.90%	0.89%		264%
(1.18)	(0.01)	(1.19)	0.01		11.25		(1.40	%)(d)		2,070		5.73%	0.90%	0.38%		230%
-	(0.08)	(0.08)	-(e)		12.74		37.49	%(d)		3,002		5.43%	0.90%	0.79%		272%
-	-	-	-		9.33		(6.70	%)(d)		1,888		11.24%	0.90%	0.50%		3%

  www.bridgeway.com 100

FINANCIAL HIGHLIGHTS (continued)

(for a share outstanding throughout the year indicated)

			Income from                               Investment  Operations
	Net Asset Value, Beginning of Year		Net Investment       Income (Loss)(a)			Net Realized and Unrealized Gain\(Loss)			Total from     Investment     Operations
SMALL-CAP GROWTH
Year Ended June 30, 2013		$11.63		$ 0.08			$ 3.40			$ 3.48
Year Ended June 30, 2012		12.42		(0.02	)		(0.77	)		(0.79)
Year Ended June 30, 2011		9.14		(0.01	)		3.31			3.30
Year Ended June 30, 2010		8.46		0.02			0.70			0.72
Year Ended June 30, 2009		13.95		0.03			(5.52	)		(5.49)
SMALL-CAP VALUE
Year Ended June 30, 2013		14.82		0.29			4.46			4.75
Year Ended June 30, 2012		15.12		0.15			(0.26	)		(0.11)
Year Ended June 30, 2011		11.45		0.14			3.60			3.74
Year Ended June 30, 2010		9.73		0.07			1.72			1.79
Year Ended June 30, 2009		15.86		0.08			(6.14	)		(6.06)
LARGE-CAP GROWTH
Year Ended June 30, 2013		13.33		0.16			2.88			3.04
Year Ended June 30, 2012		13.38		0.09			(0.05	)		0.04
Year Ended June 30, 2011		10.17		0.06			3.22			3.28
Year Ended June 30, 2010		9.06		0.06			1.11			1.17
Year Ended June 30, 2009		13.73		0.06			(4.66	)		(4.60)
BLUE CHIP 35 INDEX
Year Ended June 30, 2013		8.16		0.21			1.46			1.67
Year Ended June 30, 2012		7.60		0.17			0.55			0.72
Year Ended June 30, 2011		6.18		0.15			1.39			1.54
Year Ended June 30, 2010		5.66		0.13			0.52			0.65
Year Ended June 30, 2009		7.21		0.15			(1.51	)		(1.36)

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

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

(c) Amount represents less than $0.005.

(d) Total return includes the effect of a reimbursement by the Adviser and the accounting agent due to a trading error.

See Notes to Financial Statements.

  101 Annual Report | June 30, 2013  

Less Distributions to Shareholders from:										Ratios & Supplemental Data
Net Realized Gain	Net Investment Income		Total Distributions		Net Asset Value, End of Year		Total Return			Net Assets End of Year (000’s)		Expenses Before Waivers and Reimbursements		Expenses After Waivers and Reimbursements		Net Investment Income (Loss) After Waivers and Reimbursements		Portfolio Turnover Rate
$-		$       -		$       -		$15.11		29.92	%(b)	$	30,605		1.13%		0.94%		0.60%		78%
-		-(c)		-(c)		11.63		(6.35	%)(b)		31,778		1.08%		0.94%		(0.14%)		63%
-		(0.02)		(0.02)		12.42		36.17	%(b)		46,717		0.98%		0.94%		(0.12%)		87%
-		(0.04)		(0.04)		9.14		8.44	%		57,011		0.93%		0.93%		0.21%		87%
-		-		-		8.46		(39.35	%)		71,697		0.94%		0.94%		0.29%		75%
-		(0.36)		(0.36)		19.21		32.49	%		79,248		0.91%		0.91%		1.71%		64%
-		(0.19)		(0.19)		14.82		(0.59	%)(b)		67,610		0.99%		0.94%		1.10%		49%
-		(0.07)		(0.07)		15.12		32.73	%		93,714		0.87%		0.87%		1.03%		84%
-		(0.07)		(0.07)		11.45		18.35	%		108,701		0.91%		0.91%		0.64%		81%
-		(0.07)		(0.07)		9.73		(38.15	%)		132,229		0.92%		0.92%		0.75%		83%
-		(0.19)		(0.19)		16.18		23.06	%(b)		47,967		0.90%		0.84%		1.10%		49%
-		(0.09)		(0.09)		13.33		0.37	%(b)		48,444		0.92%		0.84%		0.74%		55%
-		(0.07)		(0.07)		13.38		32.31	%(b)		58,478		0.86%		0.84%		0.47%		65%
-		(0.06)		(0.06)		10.17		12.89	%(b)		58,409		0.86%		0.84%		0.55%		40%
-		(0.07)		(0.07)		9.06		(33.43	%)		70,534		0.82%		0.82%		0.63%		49%
-		(0.24)		(0.24)		9.59		20.89	%(b)		463,146		0.27%		0.15%		2.36%		28%
-		(0.16)		(0.16)		8.16		9.72	%(b)		264,161		0.29%		0.15%		2.28%		33%
-		(0.12)		(0.12)		7.60		25.10	%(b)		331,565		0.27%		0.15%		2.09%		19%
-		(0.13)		(0.13)		6.18		11.25	%(b)(d)		222,586		0.27%		0.15%		1.99%		28%
-		(0.19)		(0.19)		5.66		(18.77	%)(b)		188,012		0.25%		0.15%		2.58%		86%

  www.bridgeway.com 102

FINANCIAL HIGHLIGHTS (continued)

(for a share outstanding through out the year indicated)

			Income from Investment Operations
	Net Asset Value, Beginning of Year		Net Investment Income(a)		Net Realized and Unrealized Gain\(Loss)	Total from Investment Operations
MANAGED VOLATILITY
Year Ended June 30, 2013		$11.94		$0.05	$ 0.81		$ 0.86
Year Ended June 30, 2012		11.58		0.04	0.39		0.43
Year Ended June 30, 2011		10.23		0.07	1.37		1.44
Year Ended June 30, 2010		10.19		0.10	0.08		0.18
Year Ended June 30, 2009		12.58		0.18	(1.69)		(1.51)

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

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

See Notes to Financial Statements.

  103 Annual Report | June 30, 2013  

Less Distributions to Shareholders from											Ratios & Supplemental Data
Net Realized Gain			Net Investment Income		Total Distributions		Net Asset Value, End of Year	Total Return			Net Assets End of Year (000’s)		Expenses Before Waivers and Reimbursements		Expenses After Waivers and Reimbursements		Net Investment Income After Waivers and Reimbursements		Portfolio Turnover Rate
$	-			$(0.05)		$(0.05)	$12.75		7.23	%(b)		$26,703		1.35%		0.94%		0.37%		45%
	-			(0.07)		(0.07)	11.94		3.74	%(b)		23,705		1.43%		0.94%		0.39%		41%
	-			(0.09)		(0.09)	11.58		14.15	%(b)		29,246		1.22%		0.94%		0.63%		34%
	-			(0.14)		(0.14)	10.23		1.67	%(b)		33,684		1.05%		0.94%		0.91%		33%
	(0.52	)		(0.36)		(0.88)	10.19		(11.66	%)(b)		47,299		1.01%		0.94%		1.72%		51%

  www.bridgeway.com 104

NOTES TO FINANCIAL STATEMENTS  

June 30, 2013

1. Organization:

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

Bridgeway is organized as a series fund, with 11 investment funds as of June 30, 2013 (each, a “Fund” and collectively, the “Funds”): Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value, Large-Cap Growth, Blue Chip 35 Index and Managed Volatility Funds are presented in this report. The Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds are included in a separate report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of June 30, 2013, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip 35 Index Fund. 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value and Large-Cap Growth Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

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

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

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

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

The Blue Chip 35 Index Fund seeks to provide long-term total return on capital, primarily through capital appreciation, but also some income.

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

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

On May 30, 2012, the shareholders of the Aggressive Investors 2 Fund and the Micro-Cap Limited Fund (the “Merged Funds”) approved an Agreement and Plan of Reorganization (the “Plan”) which provided for the transfer of all of the assets of the Merged Funds, listed in the table below, for shares of the respective acquiring funds, listed in the table below, and assumption of the liabilities of the Merged Funds. The acquisition was accomplished by a tax-free exchange of shares on June 4, 2012. For financial reporting purposes, assets received and shares issued by the Aggressive Investors 1 Fund and the Ultra-Small Company Fund were recorded at fair value; however, the cost basis of the investments received from the Aggressive Investors 2 Fund and the Micro-Cap Limited Fund was carried forward to align ongoing reporting of the Aggressive Investors 1 Fund’s and the Ultra-Small Company Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

Merged Fund	Shares		Acquiring Fund	Shares		Value
Aggressive Investors 2		9,545,121	Aggressive Investors 1		3,846,030		$118,655,804
Micro-Cap Limited		3,111,172	Ultra-Small Company		734,641		18,444,305

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The net assets and net unrealized appreciation (depreciation) immediately before the acquisitions were as follows:

Merged Fund	Net Assets		Unrealized Appreciation (Depreciation)	Acquiring Fund	Net Assets
Aggressive Investors 2		$118,655,804	$(5,321,648)	Aggressive Investors 1		$75,836,524
Micro-Cap Limited		18,444,305	(815,401)	Ultra-Small Company		74,783,377

2. Significant Accounting Policies:

The following summary of significant accounting policies, followed in the preparation of the financial statements of the Funds, are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Securities, Options, Futures and Other Investments ValuationOther 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 trading price for the security on the exchange on which the security last traded. 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.

Short-term fixed income securities having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Options are valued at the close if there is trading volume and, if there is no trading volume, the options are valued at the bid on long positions and the ask on the short positions.

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

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

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

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

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

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

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

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Money market fund investments consist of mutual funds that invest primarily in securities that are valued at amortized cost. Therefore, the money market funds are classified as Level 2 investments.

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

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the 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 June 30, 2013 is included with each Fund’s Schedule of Investments.

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 year ended June 30, 2013, there were no transfers between Level 1 and Level 2 in any of the Funds. Details regarding transfers into, and transfers out of, Level 3 can be found at the end of each Schedule of Investments for Funds that held Level 3 securities.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 related to disclosures about offsetting assets and liabilities. In January 2013, the FASB issued ASU 2013-01, which gives additional clarification to ASU 2011-11. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact these amendments may have on the Funds’ financial statements.

Securities LendingUpon lending its securities to third parties, each Fund receives compensation in the form of fees. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. Each Fund has the right under the lending agreement to recover the securities from the borrower on demand. Additionally, a Fund does not have the right to sell or re-pledge collateral received in the form of securities unless the borrower goes into default. The risks to a Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due.

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

As of June 30, 2013, the Funds had securities on loan and related collateral with values shown below:

Bridgeway Fund	Securities on Loan Value		Value of Collateral
Aggressive Investors 1		$  8,951,730		$  9,324,590
Ultra-Small Company		15,662,926		16,225,437
Ultra-Small Company Market		44,929,204		46,826,272
Small-Cap Momentum		290,853		301,109
Small-Cap Growth		4,625,756		4,715,246

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Bridgeway Fund	Securities on Loan Value		Value of   Collateral
Small-Cap Value		$6,499,741		$6,692,189
Large-Cap Growth		243,756		252,167
Managed Volatility		43,069		43,858

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. Small-Cap Growth and Managed Volatility Funds obtained additional collateral on the following business day after the period end to ensure the securities on loan were adequately collateralized. As of June 30, 2013 the collateral consisted of an institutional money market fund.

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

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

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

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

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

Derivatives

The Funds’ use of derivatives for the year ended June 30, 2013 was limited to futures contracts, total return swaps and written options. The following is a summary of how these derivatives are treated in the financial statements and their impact on the Funds.

		Asset Derivatives			Liability Derivatives
Fund/Financial   Instrument Type	Type of Derivative	Location on Statement of Assets and Liabilities	Value		Location on Statement of Assets and Liabilities	Value
Managed Volatility
Equity Contracts	Written
	Option		$	-	Call Options Written at value Put Options Written at value	$	223,138 244,458

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Fund/Financial Instrument Type	Type of Derivative	Location of Gain  (Loss)                         on Derivatives	Amount of Realized Gain (Loss)		Amount of Unrealized Gain (Loss)
Aggressive Investors 1
Other	Swap	Realized Gain (Loss) on Swaps		$  296,957
Ultra-Small Company
Other	Swap	Realized Gain (Loss) on Swaps		228,581
Ultra-Small Company Market
Other	Swap	Realized Gain (Loss) on Swaps		(61,457)
		Change in Unrealized Appreciation (Depreciation) on Swaps			$	(11,563)
Small-Cap Growth
Other	Swap	Realized Gain (Loss) on Swaps		10,320
Small-Cap Value
Other	Swap	Realized Gain (Loss) on Swaps		195,693
		Change in Unrealized Appreciation (Depreciation) on Swaps				(33,837)
Large-Cap Growth
Other	Swap	Realized Gain (Loss) on Swaps		29,840
		Change in Unrealized Appreciation (Depreciation) on Swaps				(17,951)
Managed Volatility
Equity Contracts	Written
	Option	Realized Gain (Loss) on Written Options		452,418
		Change in Unrealized Appreciation (Depreciation) on Written Options				(151,131)
	Futures Contract	Realized Gain (Loss) on Futures Contracts		(772,434)

The derivative instruments outstanding as of June 30, 2013, as disclosed in the Notes to the Financial Statements, and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the period, as disclosed in the Statement of Operations, serve as indicators of the volume of derivative activity for the Funds.

Futures ContractsThe Funds may purchase or sell financial futures contracts to hedge cash positions, manage market risk, and to dampen volatility in line with investment objectives. A futures contract is an agreement between two parties to buy or sell a financial instrument at a set price on a future date. Upon entering into such a contract, a Fund is required to pledge to the broker an amount of cash or U.S. government securities equal to the minimum “initial margin” requirements of the exchange on which the futures contract is traded. The contract amount reflects the extent of a Fund’s exposure in these financial instruments. A Fund’s participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of futures contracts and movements in the price of the securities hedged or used for cover. Pursuant to a contract, such Fund agrees to receive from, or pay to, the broker an amount of cash equal to the fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and are recorded by a Fund as unrealized appreciation or depreciation. When a contract is closed, a Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. With futures, there is minimal counterparty risk to the Funds, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. As of June 30, 2013, the Funds had no open futures contracts.

OptionsThe Aggressive Investors 1 Fund may buy and sell calls and puts to increase or decrease the Fund’s exposure to stock market risk or for purposes of diversification of risk. The Managed Volatility Fund may buy and sell calls and puts to

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

Covered Call Options and Secured PutsThe Aggressive Investors 1 and Managed Volatility Funds may write call options on a covered basis, that is, a Fund will own the underlying security, or a Fund may write secured puts. The principal reason for writing covered calls and secured puts on a security is to attempt to realize income through the receipt of premiums. The option writer has, in return for the premium, given up the opportunity for profit from a substantial price increase in the underlying security so long as the obligation as a writer continues, but has retained the risk of loss should the price of the security decline. All options were listed on exchanges and considered liquid positions with readily available market quotes. Transactions in options written during the year ended June 30, 2013 are as follows:

	Managed Volatility Fund						Managed Volatility Fund
	Written Call Options						Written Put Options
	Contracts			Premiums			Contracts		Premiums
Outstanding, June 30, 2012		1,541			$ 322,393			1,020		$ 190,504
Positions Opened		4,419			828,869			4,491		959,089
Exercised		(2,093	)		(389,532	)		(1,249)		(234,243	)
Splits		4			-			30
Expired		(1,401	)		(302,330	)		(2,250)		(474,274	)
Closed		(1,549	)		(273,641	)		(838)		(158,174	)
Outstanding, June 30, 2013		921			$ 185,759			1,204		$ 282,902
Value, June 30, 2013					$ 223,138					$ 244,458

The Aggressive Investors 1 Fund had no transactions in written options during the year ended June 30, 2013.

Swaps. Each Fund may enter into total return swaps. Total return swaps are agreements that provide a Fund with a return based on the performance of an underlying asset, in exchange for fee payments to a counterparty based on a specified rate. The difference in the value of these income streams is recorded daily by the Funds and is settled in cash monthly.

The fee paid by a Fund will typically be determined by multiplying the face value of the swap agreement by an agreed upon interest rate. In addition, if the underlying asset declines in value over the term of the swap, a Fund would also be required to pay the dollar value of that decline to the counterparty. Total return swaps could result in losses if the underlying asset does not perform as anticipated by the Adviser. A Fund may use its own NAV as the underlying asset in a total return swap. This strategy serves to reduce cash drag (the impact of cash on a Fund’s overall return) by replacing it with the impact of market exposure based upon a Fund’s own investment holdings. As of June 30, 2013, the Funds had no open total return swaps.

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

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

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

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

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

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

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

Small-Cap Momentum: The Fund’s advisory fee is a flat 0.55% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

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

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

Large-Cap Growth: A total advisory fee is paid by the Fund to the Adviser that is comprised of a Base Fee and a Performance Adjustment. The Base Fee equals the Base Fee Rate times the average daily net assets of the Fund. The Base Fee Rate is based on the annual rate of 0.50% of the value of the Fund’s average daily net assets.

The Performance Adjustment equals 0.33% times the difference in cumulative total return between the Fund and the Russell 1000 Growth Index, with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of -0.05% to a maximum of +0.05%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund’s performance and the Index performance is less than or equal to 2%.

Blue Chip 35 Index: The Fund’s advisory fee is a flat 0.08% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

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

Expense limitations:The Adviser has agreed to reimburse the Funds for operating expenses and management fees above the expense limitations shown in the table below, which are shown as a ratio of net expenses to average net assets, for each Fund, for the year ended June 30, 2013. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

Bridgeway Fund	Expense Limitation		Total Waivers and      Reimbursements       for Year Ending      6/30/13
Aggressive Investors 1		1.75%		$           -
Ultra-Small Company		1.85%		-
Ultra-Small Company Market		0.75%		133,255
Small-Cap Momentum*		0.90%		128,493
Small-Cap Growth		0.94%		57,020
Small-Cap Value		0.94%		-
Large-Cap Growth		0.84%		28,916
Blue Chip 35 Index		0.15%		375,981
Managed Volatility		0.94%		99,738

*The Fund is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. The Fund has recoupable expenses of $101,196, $127,045 and $128,493, which expire June 30, 2014, June 30, 2015 and June 30, 2016, respectively.

Other Related Party Transactions:The Funds will engage in inter-portfolio trades when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales during the year ended June 30, 2013 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales
Aggressive Investors 1		$2,425,803		$   1,068,938
Ultra-Small Company		65,288		6,436,000
Ultra-Small Company Market		6,044,452		15,471,463
Small-Cap Momentum		21,142		100,436
Small-Cap Growth		734,439		211,138
Small-Cap Value		903,661		2,994,800

The Adviser entered into an Administrative Services Agreement with Bridgeway, pursuant to which the Adviser provides various administrative services to the Funds including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds; (iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Funds, the Adviser is paid an aggregate annual fee of $535,000, payable in equal monthly installments.

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

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Board of Directors Compensation Independent Directors are paid an annual retainer of $14,000, with an additional retainer of $2,500 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. Independent Directors are paid $6,000 per meeting for meeting fees. Such compensation is the total compensation from all Funds and is allocated among the Funds.

The Independent Directors each receive this compensation in the form of shares of the Funds, credited to his or her account. Such Directors are reimbursed for any expenses incurred in attending meetings and conferences, as well as expenses for subscriptions or printed materials. The amount of directors’ fees attributable to each Fund is disclosed in the Statements of Operations.

4. Distribution and Shareholder Servicing Fees:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares pursuant to a Distribution Agreement dated November 12, 2010. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares, pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the year ended June 30, 2013 were as follows:

	Purchases				Sales
Bridgeway Fund	U.S. Government		Other		U.S. Government		Other
Aggressive Investors 1		$    -		$317,256,172		$                -		$356,560,097
Ultra-Small Company		-		99,602,518		-		105,675,895
Ultra-Small Company Market		-		125,098,480		-		162,261,424
Small-Cap Momentum		-		9,440,669		-		7,593,537
Small-Cap Growth		-		23,451,632		-		32,220,165
Small-Cap Value		-		47,848,708		-		54,376,823
Large-Cap Growth		-		23,192,902		-		32,271,329
Blue Chip 35 Index		-		235,050,018		-		86,091,556
Managed Volatility		-		6,555,521		1,100,000		8,187,161

6. Federal Income Taxes

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

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/ depreciation and the cost of investment securities for tax purposes, including short-term securities at June 30, 2013, were as follows:

	Aggressive Investors 1		Ultra-Small     Company		Ultra-Small Company Market
Gross appreciation (excess of value over tax cost)		$  33,272,984		$38,549,761		$111,408,697
Gross depreciation (excess of tax cost over value)		(3,223,977)		(3,301,873)		(12,072,204)
Net unrealized appreciation (depreciation)		$  30,049,007		$35,247,888		$  99,336,493
Cost of investments for income tax purposes		$190,266,051		$95,235,768		$243,319,794

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	Small-Cap Momentum		Small-Cap Growth		Small-Cap Value
Gross appreciation (excess of value over tax cost)		$   329,586		$  7,294,685		$17,536,359
Gross depreciation (excess of tax cost over value)		(115,521)		(1,085,693)		(1,615,223)
Net unrealized appreciation (depreciation)		$   214,065		$  6,208,992		$15,921,136
Cost of investments for income tax purposes		$4,234,724		$24,186,944		$63,662,956
	Large-Cap Growth		Blue Chip 35 Index		Managed Volatility
Gross appreciation (excess of value over tax cost)		$11,749,446		$116,764,147		$  5,253,428
Gross depreciation (excess of tax cost over value)		(748,224)		(5,593,300)		(589,628)
Net unrealized appreciation (depreciation)		$11,001,222		$111,170,847		$  4,663,800
Cost of investments for income tax purposes		$37,042,594		$351,276,125		$21,955,108

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale loss deferrals and basis adjustments on investments in real estate investment trusts, business development companies, and grantor trusts.

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

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2013 and June 30, 2012, respectively, are as follows:

	Aggressive Investors 1		Ultra-Small Company
	Year Ended June 30, 2013	Year Ended June 30, 2012	Year Ended June 30, 2013		Year Ended June 30, 2012
Distributions paid from:
Ordinary income	$2,292,186	$3,284,990		$62,868		$1,269,925
Total	$2,292,186	$3,284,990		$62,868		$1,269,925
	Ultra-Small Company Market		Small-Cap Momentum
	Year Ended June 30, 2013	Year Ended June 30, 2012	Year Ended June 30, 2013		Year Ended June 30, 2012
Distributions paid from:
Ordinary income	$  6,696,197	$  3,451,142		$141,707		$280,424
Long-Term Capital Gain	49,178,491	13,433,187		111,136		9,123
Total	$55,874,688	$16,884,329		$252,843		$289,547
	Small-Cap Growth		Small-Cap Value
	Year Ended June 30, 2013	Year Ended June 30, 2012	Year Ended June 30, 2013		Year Ended June 30, 2012
Distributions paid from:
Ordinary income	$              -	$        3,204		$1,722,036		$989,896
Total	$              -	$        3,204		$1,722,036		$989,896

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June 30, 2013

	Large-Cap Growth		Blue Chip 35 Index
	Year Ended June 30, 2013	Year Ended June 30, 2012	Year Ended June 30, 2013	Year    Ended    June 30, 2012
Distributions paid from:
Ordinary income	$610,529	$342,838	$6,835,197	$7,110,502
Total	$610,529	$342,838	$6,835,197	$7,110,502

	Managed Volatility
	Year Ended June 30, 2013	Year         Ended         June 30, 2012
Distributions paid from:
Ordinary income	$  99,887		$151,314
Total	$  99,887		$151,314

At June 30, 2013, the Funds had available for tax purposes, capital loss carryovers as follows:

		Aggressive Investor  1		Ultra-Small Company
Expiring	6/30/2016		$                   -		$   744,768
	6/30/2017		160,555,083		1,662,540
	6/30/2018		16,094,317		-
		Small-Cap Growth		Small-Cap Value
Expiring	6/30/2017		$  2,550,821		$                -
	6/30/2018		22,793,119		45,870,276

		Large-Cap  Growth		Blue  Chip 35 Index		Managed Volatility
Expiring	6/30/2017		$                 -		$  7,842,978		$               -
	6/30/2018		30,056,885		34,451,339		5,400,494
	6/30/2019		-		2,656,190		-

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by these Funds after June 30, 2011 will not be subject to expiration and will retain their character as either short-term or long-term capital losses. In addition, such losses must be utilized prior to the losses incurred in the years preceding enactment. As a result of the mergers described in Note 1, pre-merger capital loss carryovers are subject to limitations under Internal Revenue Code Sections 381-384. As of the date of the merger the Aggressive Investors 1 Fund had accumulated capital losses of $62,647,229 which are subject to limitation, and the Micro-Cap Limited Fund had accumulated losses of $8,287,942 which are subject to limitation.

There are no capital loss carryovers for Ultra-Small Company Market Fund and Small-Cap Momentum Fund as of June 30, 2013.

Capital loss carryovers utilized during the period June 30, 2013 were as follows:

Bridgeway Fund	Capital Loss Carryover Utilized
Aggressive Investors 1		$26,131,655
Ultra-Small Company		601,827
Small-Cap Growth		3,860,085
Small-Cap Value		8,720,515
Large-Cap Growth		3,119,601
Blue Chip 35 Index		10,004,211
Managed Volatility		689,665

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NOTES TO FINANCIAL STATEMENTS (continued)  

June 30, 2013

Components of Accumulated Earnings (Deficit) As of June 30, 2013, the components of accumulated earnings (deficit) on a tax basis were:

	Aggressive Investors 1		Ultra-Small Company		Ultra-Small           Company Market
Accumulated Net Investment Income (Loss)		$     1,735,684		$  1,761,492		$                   -
Accumulated Net Realized Gain (Loss) on Investments*		(176,649,400)		7,008,263		28,755,445
Net Unrealized Appreciation/Depreciation of Investments		30,049,007		35,247,888		99,336,493
Total		$(144,864,709)		$44,017,643		$128,091,938
	Small-Cap Momentum		Small-Cap Growth		Small-Cap Value
Accumulated Net Investment Income (Loss)		$250,516		$      134,918		$      340,995
Accumulated Net Realized Gain (Loss) on Investments*		95,098		(25,343,940)		(45,870,276)
Net Unrealized Appreciation/Depreciation of Investments		214,065		6,208,992		15,921,136
Total		$559,679		$(19,000,030)		$(29,608,145)
	Large-Cap Growth		Blue Chip 35 Index		Managed Volatility
Accumulated Net Investment Income (Loss)		$         89,178		$    4,104,472		$      90,420
Accumulated Net Realized Gain (Loss) on Investments*		(30,056,885)		(44,950,507)		(5,400,494)
Net Unrealized Appreciation/Depreciation of Investments		11,001,222		111,170,847		4,663,800
Total		$(18,966,485)		$  70,324,812		$   (646,274)

* Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2014. The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value, Large-Cap Growth, Blue Chip 35 Index and Managed Volatility Funds have no deferred qualified late-year losses.

For the fiscal year June 30, 2013, the Funds recorded the following reclassifications to the accounts listed below:

					Increase (Decrease)
	Aggressive Investors 1				Ultra-Small Company				Ultra-Small Company Market
Paid-in-Capital		$	(6,098	)		$	(7,695	)		$	4,224,233
Undistributed Net Investment Income			242,630				263,388				718,900
Accumulated Net Realized (Gain) Loss			(236,532	)			(255,693	)			(4,943,133)
	Small-Cap Momentum				Small-Cap Growth				Small-Cap Value
Paid-in-Capital		$	-			$	-			$	-
Undistributed Net Investment Income			77				10,320				180,182
Accumulated Net Realized Loss			(77	)			(10,320	)			(180,182)
	Large-Cap Growth				Blue Chip 35 Index				Managed Volatility
Paid-in-Capital		$	-			$	-			$	-
Undistributed Net Investment Income			29,840				-				-
Accumulated Net Realized Loss			(29,840	)			-				-

The difference between book and tax components of net assets and the resulting reclassifications were primarily a result of the differing book/tax treatment of the deduction of equalization debits for tax purposes and investments in swaps, partnerships, real estate investment trusts, business development companies, grantor trusts, passive foreign investment companies (PFICs) and adjustments resulting from fund mergers.

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June 30, 2013

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

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 19, 2013. Advances under the Facility are limited to $10,000,000 in total for all Funds, and advances to each Fund shall not exceed certain limits set forth in the credit agreement, including, but not limited to, the maximum amount a Fund is permitted to borrow under the 1940 Act.

The Funds incur a commitment fee of 0.05% per annum on the unused portion of the Facility and interest expense to the extent of amounts borrowed under the Facility. Interest is based on the “Overnight Rate” plus 1.25%. The Overnight Rate means the higher of (a) the Federal Funds rate, (b) the Overnight Eurodollar Rate, or (c) the One-month Eurodollar Rate. The commitment fees are payable quarterly in arrears and are allocated to all participating Funds. Interest expense is charged directly to a Fund based upon actual amounts borrowed by such Fund.

For the year ended June 30, 2013, borrowings by the Funds under this line of credit were as follows:

Bridgeway Fund	Weighted Average Interest Rate		Weighted Average Loan Balance		Number of Days Outstanding		Interest Expense Incurred1		Maximum Amount  Borrowed During the Period
Aggressive Investors 1		1.46%		$   928,541		85		$3,152		$2,394,000
Ultra-Small Company		1.46%		742,442		43		1,273		2,647,000
Ultra-Small Company Market		1.46%		1,579,682		66		4,167		8,719,000
Small-Cap Growth		1.46%		270,189		53		574		821,000
Small-Cap Value		1.46%		591,298		57		1,346		3,825,000
Large-Cap Growth		1.47%		355,100		30		428		2,599,000
Blue Chip 35 Index		1.46%		1,330,736		125		6,661		9,826,000

¹Interest expense is included on the Statements of Operations in Miscellaneous expenses.

At June 30, 2013, Aggressive Investors 1 and Blue Chip 35 Index Funds had loans outstanding in the amounts of $87,000 and $7,455,000, respectively.

8. Redemption Fees

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

9. Subsequent Events

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

  117 Annual Report | June 30, 2013  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

To the Shareholders and Board of Directors of Bridgeway Funds, Inc.

We have audited the accompanying statements of assets and liabilities of Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Momentum Fund, Small-Cap Growth Fund, Small-Cap Value Fund, Large-Cap Growth Fund, Blue Chip 35 Index Fund and Managed Volatility Fund, each a series of Bridgeway Funds, Inc. (the “Funds”), including the schedules of investments, as of June 30, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years and periods presented in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2013 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Momentum Fund, Small-Cap Growth Fund, Small-Cap Value Fund, Large-Cap Growth Fund, Blue Chip 35 Index Fund and Managed Volatility Fund as of June 30, 2013, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years and periods presented in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

 BBD, LLP

Philadelphia, Pennsylvania

August 20, 2013

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1. Shareholder Tax Information

Certain tax information regarding the Funds is required to be provided to shareholders based upon each Fund’s income and distributions for the taxable year ended June 30, 2013. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2012.

The Funds report the following items with regard to distributions paid during the fiscal year ended June 30, 2013. All reportings are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code of 1986, as amended, and the regulations there under.

	Aggressive Investor 1		Ultra-Small Company		Ultra-Small Company Market
Corporate Dividends Received Deduction		92.42%		99.98%		96.85%
Qualified Dividend Income		98.88%		99.98%		96.79%
Qualified Interest Related Dividends		0.00%		0.01%		0.00%
Qualified Short Term Capital Gain Dividends		0.00%		0.00%		0.00%
U.S. Government Income		0.00%		0.00%		0.00%
	Small-Cap Momentum		Small-Cap Growth		Small-Cap     Value
Corporate Dividends Received Deduction		12.29%		0.00%		93.06%
Qualified Dividend Income		12.24%		0.00%		93.79%
Qualified Interest Related Dividends		0.01%		0.00%		0.00%
Qualified Short Term Capital Gain Dividends		100.00%		0.00%		0.00%
U.S. Government Income		0.00%		0.00%		0.00%
	Large-Cap Growth		Blue Chip 35 Index		Managed   Volatility
Corporate Dividends Received Deduction		100.00%		100.00%		100.00%
Qualified Dividend Income		100.00%		100.00%		100.00%
Qualified Interest Related Dividends		0.00%		0.00%		19.21%
Qualified Short Term Capital Gain Dividends		0.00%		0.00%		0.00%
U.S. Government Income		0.00%		0.00%		19.15%

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

During the fiscal year ended June 30, 2013, the Funds paid distributions from ordinary income and long-term capital gain which included equalization debits summarized below:

	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market			Small-Cap Momentum
Ordinary Income Distributions		$	2,292,186		$	62,868		$	6,696,197		$	141,707
Equalization Debits Included in Ordinary Income Distributions			-			-			-			-
Equalization Debits Included in Long-Term Capital Gain Distributions			-			-			4,224,233			-
Long-Term Capital Gain Distributions			-			-			49,178,491			111,136
	Small-Cap Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
Ordinary Income Distributions		$	-		$	1,722,036		$	610,529		$	6,835,197		$	99,887

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OTHER INFORMATION (continued)  

June 30, 2013 (Unaudited)

2. Proxy Voting

Fund policies and procedures used in determining how to vote proxies relating to the Funds’ securities and a summary of proxies voted by the Funds for the period ended June 30, 2013 are available without a charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov.

3. Fund Holdings

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

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

4. Approval of Investment Management Agreement

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

The Board of Directors (the “Board”) has five regularly scheduled meetings each year and takes into account throughout the year matters bearing on the Management Agreement. The Board and its standing committees also consider at each meeting factors that are relevant to the annual renewal of each Fund’s Management Agreement, including the services and support provided to each Fund and its shareholders.

On May 10, 2013, the Board, including a majority of the Independent Directors, met in person (the “Meeting”) with the Adviser, Company counsel, independent legal counsel (“Independent Legal Counsel”) to the Independent Directors and others to give consideration to information bearing on the continuation of the Management Agreement with respect to the following Funds: Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Growth Fund, Small-Cap Value Fund, Large-Cap Growth Fund, Blue Chip 35 Index Fund, Managed Volatility Fund and Small-Cap Momentum Fund. In preparation for the Meeting, the Independent Directors requested that the Adviser provide specific information relevant to their consideration of the renewal of each Fund’s Management Agreement. In response to that request, the Independent Directors were furnished with a wide variety of information with respect to each Fund, including:

—  investment performance over various time periods and the fees and expenses of each Fund as compared to a comparable group of funds (the “peer funds”);

—  the nature, extent and quality of services provided by the Adviser to each Fund, including investment advisory and administrative services;

—  actual management fees paid by each Fund to the Adviser;

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

—  the extent to which economies of scale may be present and if so, the degree to which they would be shared with the Fund’s shareholders;

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—  any “fall out” or ancillary benefits accruing to the Adviser as a result of its relationship with each Fund; and

—  information regarding the structure of the advisory fees, the method of computing fees and the frequency of payment of fees and any expense limitation or fee waiver arrangements for each Fund.

The Independent Directors also met telephonically with Independent Legal Counsel prior to the Meeting to review and discuss the information provided by the Adviser and, as a result of the telephonic meeting, requested certain additional information from the Adviser. Moreover, the Independent Directors also met in executive session with Independent Legal Counsel to consider the continuation of the Management Agreement outside the presence of management during the Meeting.

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

—  the terms of the Management Agreement, including the services performed by the Adviser in managing each Fund in accordance with each Fund’s investment objectives, policies and restrictions, and how those services and fees differ from the Adviser’s services to non-mutual fund accounts, to the extent applicable;

—  the services provided by the Adviser under a separate Administrative Services Agreement and the fact that those services were provided at approximately cost to the Funds;

—  the Adviser’s specialized skills and experience in statistical analysis and investment management and trading;

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

—  the Adviser’s risk assessment and risk management capabilities;

—  the fact that the Adviser continues to use no soft dollars; and

—  the financial condition and stability of the Adviser, including supplemental financial information provided upon the request of the Independent Directors periodically during the year.

In examining the nature, extent and quality of the services provided by the Adviser, the Independent Directors were pleased that the Funds continue to have access to the Adviser’s specialized skills and experience in statistical analysis and investment management and trading, and viewed those skills as relatively unique within the investment management industry. The Independent Directors were satisfied that staffing levels at the Adviser were adequate and appropriate in view of the Funds’ operations and noted that recent staffing changes would have no significant impact on the services provided to the Funds.

In examining investment performance, the Independent Directors reviewed performance information as of December 31, 2012 for each Fund and considered the following:

— With regard to the Aggressive Investors 1 Fund, the Independent Directors noted that: (i) the Fund has outperformed its benchmark index since inception by a significant margin; and (ii) the Fund’s performance for the past three and five year periods has lagged both peer funds and its benchmark index primarily due to underperformance during the macro-driven markets in 2008, 2009 and August 2011. The Independent Directors also considered that the Adviser made some refinements to its investment models during the prior year and that performance since the refinements has improved significantly.

— With regard to the Ultra-Small Company Fund, the Independent Directors noted that: (i) the Fund has significantly outperformed its benchmark index since inception and outperformed its peer funds for the past three year period; and (ii) the Fund’s performance has lagged both peer funds and its benchmark index for the past five year period and lagged its benchmark for the past three year period. The Independent Directors also considered that the Fund’s

  121 Annual Report | June 30, 2013  

OTHER INFORMATION (continued)  

June 30, 2013 (Unaudited)

performance has been negatively impacted by macro-driven markets and noted that the Adviser made some refinements to its investment models during the prior year and that the Adviser believes these refinements are having a positive impact on the Fund.

— With regard to the Ultra-Small Company Market Fund, the Independent Directors noted that: (i) the Fund has lagged its peer funds and benchmark index for the past five year period and lagged its benchmark index since inception; and (ii) the Fund has outperformed its peers and benchmark index for the past three year period. However, the Independent Directors considered that the Ultra-Small Company Market Fund is a passively managed fund whose peer funds have a significantly higher average market capitalization and that this difference in average capitalization was the primary reason for the difference in performance compared to peer funds. The Independent Directors also considered that the underperformance of the Ultra-Small Company Market Fund against the benchmark was driven primarily by calendar year 2009, and that the effect of certain factors that have typically helped the Fund to outperform previously resulted in significant underperformance.

— With regard to the Small-Cap Growth Fund, the Independent Directors noted that the Fund has lagged its peer funds and benchmark index for the past three and five year periods and lagged its benchmark since inception. However, the Independent Directors also considered that the Fund’s performance has been negatively impacted by macro-driven markets and noted that the Adviser made some refinements to its investment models during the prior year and that the Adviser believes these refinements are having a positive impact on the Fund.

— With regard to the Small-Cap Value Fund, the Independent Directors noted that the Fund has outperformed its benchmark and peer funds for the three year period but lagged its peer funds and benchmark index for the five year period and lagged its benchmark index since inception. However, the Independent Directors also considered that the Fund’s performance has been negatively impacted by macro-driven markets and noted that the Adviser made some refinements to its investment models during the prior year and that the Adviser believes these refinements are having a positive impact on the Fund.

— With regard to the Large-Cap Growth Fund, the Independent Directors noted that the Fund has lagged its peer funds and benchmark index for the past three and five year periods and lagged its benchmark since inception. However, the Independent Directors also considered that the Fund’s performance has been negatively impacted by macro-driven markets and noted that the Adviser made some refinements to its investment models during the prior year and that the Adviser believes these refinements are having a positive impact on the Fund.

— With regard to the Blue Chip 35 Index Fund, the Independent Directors noted that the Fund has outperformed its peer funds and benchmark index for the past five year period, lagged its peer funds and benchmark index for the past three year period and outperformed its benchmark index since inception.

— With regard to the Managed Volatility Fund, the Independent Directors noted that the Fund has outperformed its peer funds but lagged its benchmark index for the past three and five year periods and outperformed its benchmark index since inception.

— With regard to the Small-Cap Momentum Fund, the Independent Directors noted that, during this Fund’s short operating history, it has lagged its peer funds and benchmark index for the past one year period and outperformed its benchmark index since inception.

In examining fees and expenses, the Independent Directors considered the following:

— With respect to the Aggressive Investors 1 Fund, the management fee is performance-based and adjusts higher or lower in a range in response to investment results. As a result of the performance fee and recent underperformance, the Aggressive Investors 1 Fund’s management fee and total expenses are significantly lower than peer funds, although the base management fee is higher than peer funds.

— With respect to the Ultra-Small Company Fund, the management fee and total expenses are lower than peer funds.

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June 30, 2013 (Unaudited)

— With respect to the Ultra-Small Company Market Fund, the management fee and total expenses are significantly lower than peer funds.

— With respect individually to the Small-Cap Growth Fund, Small-Cap Value Fund and Large-Cap Growth Fund, the management fee is performance-based and adjusts higher or lower in a range in response to investment results. Each such Fund’s management fee and overall expenses were significantly lower than its respective peer funds.

— With respect individually to the Blue Chip 35 Index Fund, Managed Volatility Fund and Small-Cap Momentum Fund, the management fee and total expenses are significantly lower than their respective peer funds.

In examining profitability, the Independent Directors considered that the Adviser was operating each Fund except the Ultra-Small Company Fund and Ultra-Small Company Market Fund at a loss, which negatively impacted the Adviser’s overall financial results. However, the Independent Directors also considered management’s representations that the Adviser has the financial resources to support ongoing operations and future growth despite currently operating most of the Funds at a loss.

With regard to economies of scale, the Independent Directors noted that the Aggressive Investors 1 Fund and Ultra-Small Company Fund each have fee breakpoints in their management fee schedules, although neither Fund is at a size currently to benefit from any such breakpoints. The Independent Directors noted that although the Aggressive Investors 1 Fund and Ultra-Small Company Fund are not currently at an asset level at which they can take advantage of the breakpoints contained in their fee schedules, the fee schedules are structured so that when the assets of the Funds increase, economies of scale may be shared for the benefit of shareholders. Although the Ultra-Small Company Market Fund does not have fee breakpoints in its management fee schedule, the Independent Directors considered the Adviser’s representations that it believes that the Fund does not exhibit significant economies of scale due to intensive and time-consuming portfolio and trading management, because trades are small and oftentimes less liquid and thus may take longer to execute. As a result, the Adviser indicated that an increase in assets of the Ultra-Small Company Market Fund does not necessarily lead to economies of scale. Although the Small-Cap Growth Fund, Small-Cap Value Fund, Large-Cap Growth Fund, Blue Chip 35 Index Fund, Managed Volatility Fund and Small-Cap Momentum Fund do not have fee breakpoints in their management fee schedules, the Adviser indicated that these Funds were priced low relative to peers and ahead of the economies of scale curve at launch. In view of asset sizes and fee structures, the Independent Directors were satisfied that shareholders were not missing the opportunity to benefit from economies of scale if they were available.

In terms of potential “fall out” or ancillary benefits to the Adviser due to its position as manager of the Funds, the Independent Directors noted that the Adviser continues to use no soft dollars and that its administrative services to the Funds are structured to approximate an at-cost relationship.

After extensive discussion and consideration among themselves, and with the Adviser, Company counsel and Independent Legal Counsel, including during an executive session with Independent Legal Counsel outside the presence of management, the Independent Directors concluded the following:

—  the nature, extent and quality of the Adviser’s services were appropriate and consistent with the terms of the Management Agreement and mutual fund industry norms;

—  the investment performance of each Fund was either acceptable or better or subject to reasonable steps by the Adviser to monitor or address underperformance;

—  the management fees and overall expense levels, after taking into account any applicable management fee and expense waivers, were reasonable;

—  the costs of services provided by the Adviser to each Fund were fair and reasonable in relation to the services and benefits provided to each Fund; and

  123 Annual Report | June 30, 2013  

OTHER INFORMATION (continued)  

June 30, 2013 (Unaudited)

—  the shareholders of each Fund have appropriately benefitted from economies of scale, either directly through expense caps, fee waivers and/or breakpoints, or were not missing the opportunity to benefit from economies of scale in view of asset sizes and fee structures.

Based on all relevant information and factors, the Board, including a majority of its Independent Directors, unanimously approved the renewal of the Management Agreement with respect to each Fund. In view of the broad scope and variety of factors and information, the Directors did not identify any single factor as being of paramount importance in reaching their conclusions and determinations to approve the continuance of the Management Agreement for each Fund. Rather, the approval determinations were made on the basis of each Director’s business judgment after consideration of all of the factors taken in their entirety.

  www.bridgeway.com 124

DISCLOSURE OF FUND EXPENSES  

June 30, 2013 (Unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends or on other distributions. There are no exchange fees. Shareholders are subject to redemption fees on the Ultra-Small Company Market and Small-Cap Momentum Funds under certain circumstances. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on January 1, 2013 and held until June 30, 2013.

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

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

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

	Beginning Account Value at 1/1/13	Ending Account Value at 6/30/13	Expense Ratio		Expenses Paid  During Period*  1/1/13 - 6/30/13
Bridgeway Aggressive Investors 1
Actual Fund Return	$1,000.00	$1,178.68		0.72%	$3.89
Hypothetical Fund Return	$1,000.00	$1,021.22		0.72%	$3.61
Bridgeway Ultra-Small Company Fund
Actual Fund Return	$1,000.00	$1,297.31		1.12%	$6.38
Hypothetical Fund Return	$1,000.00	$1,019.24		1.12%	$5.61
Bridgeway Ultra-Small Company Market Fund
Actual Fund Return	$1,000.00	$1,235.20		0.75%	$4.16
Hypothetical Fund Return	$1,000.00	$1,021.08		0.75%	$3.76
Bridgeway Small-Cap Momentum Fund
Actual Fund Return	$1,000.00	$1,150.00		0.90%	$4.80
Hypothetical Fund Return	$1,000.00	$1,020.33		0.90%	$4.51
Bridgeway Small-Cap Growth Fund
Actual Fund Return	$1,000.00	$1,242.60		0.94%	$5.23
Hypothetical Fund Return	$1,000.00	$1,020.13		0.94%	$4.71
Bridgeway Small-Cap Value Fund
Actual Fund Return	$1,000.00	$1,192.42		0.89%	$4.84
Hypothetical Fund Return	$1,000.00	$1,020.38		0.89%	$4.46

  125 Annual Report | June 30, 2013  

DISCLOSURE OF FUND EXPENSES (continued)  

June 30, 2013 (Unaudited)

	Beginning Account Value at 1/1/13	Ending Account Value at 6/30/13	Expense Ratio		Expenses Paid  During Period*  1/1/13 - 6/30/13
Bridgeway Large-Cap Growth Fund
Actual Fund Return	$1,000.00	$1,153.25		0.84%	$4.48
Hypothetical Fund Return	$1,000.00	$1,020.63		0.84%	$4.21
Bridgeway Blue Chip 35 Index Fund
Actual Fund Return	$1,000.00	$1,154.03		0.15%	$0.80
Hypothetical Fund Return	$1,000.00	$1,024.05		0.15%	$0.75
Bridgeway Managed Volatility
Actual Fund Return	$1,000.00	$1,049.39		0.94%	$4.78
Hypothetical Fund Return	$1,000.00	$1,020.13		0.94%	$4.71

* Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent six-month period (181) divided by the number of days in the fiscal year (365).

  www.bridgeway.com 126

DIRECTORS & OFFICERS  

June 30, 2013

Independent Directors
Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
Kirbyjon Caldwell Age 60	Director	Term: 1 Year Length: 2001 to Present.	Senior Pastor of Windsor Village United Methodist Church, since 1982.	Eleven	American Church Mortgage Company, NRG Energy, Inc., Amegy Bancshares Advisory Board
Karen S. Gerstner Age 58	Director	Term: 1 Year Length: 1994 to Present.	Principal, Karen S. Gerstner & Associates, P.C., since 2004.	Eleven	None
Miles Douglas Harper, III* Age 50	Director	Term: 1 Year Length: 1994 to Present.	Partner, Gainer Donnelly, LLP, since 1998.	Eleven	Calvert Social Investment Fund (8 Portfolios), Calvert Social Index Series, Inc. (1 Portfolio), Calvert Impact Fund (4 Portfolios), Calvert World Values Fund (3 Portfolios)
Evan Harrel Age 52	Director	Term: 1 Year Length: 2006 to Present.	Strategic Advisor, Small Steps Nurturing Center, since June 2012; Executive Director, Small Steps Nurturing Center, 2004 through May 2012.	Eleven	None

  127 Annual Report | June 30, 2013  

DIRECTORS & OFFICERS (continued)  

June 30, 2013

“Interested” or Affiliated Directors and Officers
Name, Address and Age1	Position(s) Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
Michael D. Mulcahy2 Age 49	President and Director	Term: 1 Year Length: 2003 to Present.	President and Chief Operating Officer, Bridgeway Capital Management, Inc., 10/2010 - present, President, Bridgeway Funds, 6/2005 - present. Director, Secretary and Vice President, Bridgeway Capital Management, Inc., 12/2002 - 10/2010.	Eleven	None
John N. R. Montgomery3 Age 57	Vice President and Director	Term: 1 Year Length: 1993 to Present.	Chairman, Bridgeway Capital Management, Inc., 10/2010 - present, Vice President, Bridgeway Funds, 6/2005 - present, President, Bridgeway Capital Management, Inc., 11/1993 - 10/2010.	Eleven	None

  www.bridgeway.com 128

DIRECTORS & OFFICERS (continued)  

June 30, 2013

Other Officers
Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Officer	Other Directorships Held by Officer
Richard P. Cancelmo, Jr. Age 55	Vice President	Term: 1 Year Length: 2004 to Present.	Vice President, Bridgeway Funds, 11/2004 - present, Staff member, Bridgeway Capital Management, Inc., since 2000.	N/A	None
Linda G. Giuffré Age 51	Treasurer and Chief Compliance Officer	Term: 1 Year Length: 2004 to Present.	Chief Compliance Officer, Bridgeway Capital Management, Inc., 12/2004 - present, Staff member, Bridgeway Capital Management, Inc., 5/2004 - present.	N/A	None
Deborah L. Hanna Age 48	Secretary	Term: 1 Year Length: 2007 to Present.	Self-employed, accounting and related projects for various organizations, 2001 - present.	N/A	None
Sharon Lester Age 58	Vice President	Term: 1 Year Length: 2011 to Present.	Staff member, Bridgeway Capital Management, Inc., 12/2010 - present. Prior to 12/2010, Director of Portfolio Operations, Invesco.	N/A	None

* Independent Chairman

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

² Michael Mulcahy is a director and officer of Bridgeway Capital Management, Inc., and therefore an interested person of Bridgeway Funds.

³ John Montgomery is chairman, director and majority shareholder of Bridgeway Capital Management, Inc., and therefore an interested person of Bridgeway Funds.

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

The Funds’ Statement of Additional Information includes additional information about the Board and is available, without charge, upon request by calling 1-800-661-3550.

  129 Annual Report | June 30, 2013  

BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9860

Providence, RI 02940-8060

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

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

Annual Report
June 30, 2013
OMNI SMALL-CAP VALUE	BOSVX
OMNI TAX-MANAGED SMALL-CAP VALUE	BOTSX

www.bridgewayomni.com

TABLE OF CONTENTS
	Letter from the Investment Management Team	1
	OMNI SMALL-CAP VALUE FUND
	Manager’s Commentary	3
	Schedule of Investments	6
	OMNI TAX-MANAGED SMALL-CAP VALUE FUND
	Manager’s Commentary	16
	Schedule of Investments	20
	STATEMENTS OF ASSETS AND LIABILITIES	30
	STATEMENTS OF OPERATIONS	31
	STATEMENTS OF CHANGES IN NET ASSETS	32
	FINANCIAL HIGHLIGHTS	34
	Notes to Financial Statements	36
	Report of Independent Registered Public Accounting Firm	43
	Other Information	44
	Disclosure of Fund Expenses	48
	Directors & Officers	49

Bridgeway Funds Standardized Returns as of June 30, 2013 (Unaudited)

			Annualized
Fund	Quarter	Six Months	1 Year	5 Years	10 Years	Inception to Date	Inception Date	Gross Expense Ratio2	Net Expense Ratio2
Omni Small-Cap Value	5.77%	18.47%	30.08%	NA	NA	22.44%	8/31/2011	0.84%1	0.60%1
Omni Tax-Managed Small-Cap Value	5.28%	17.62%	28.43%	NA	NA	11.00%	12/31/2010	0.90%1	0.60%1

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

² Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of June 30, 2013.

Performance figures quoted represent past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than original cost. To obtain performance current to the most recent month-end, please visit our website at www.bridgeway.com or call 1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains.

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

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

i www.bridgewayomni.com

LETTER FROM THE INVESTMENT MANAGEMENT TEAM

June 30, 2013

Dear Fellow Shareholders,

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

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

Sincerely,

Your Investment Management Team

John Montgomery	Christine L. Wang	Michael Whipple
Elena Khoziaeva

Market Review

The domestic equity markets rose in the second quarter of 2013. The positive market momentum that began in November of 2012 continued through April and May. In June, however, we experienced a high correlation spike, coupled with increased volatility, thus ending the quarter on a sour note. Broad market returns for the quarter were up 2.69% as represented by the Russell 3000 Index.

For the fiscal year ended June 30, 2013, broad market stocks were up 21.46% as represented by the Russell 3000 Index. Returns among value stocks generally outperformed growth stocks across the market cap spectrum. Mid-cap value stocks, as represented by the Russell Mid-Cap Value Index, led the way, up 27.65%, followed closely by large-cap value stocks, up 25.32%, as represented by the Russell 1000 Value Index.

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

www.bridgewayomni.com 1

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Russell Style-Based Indexes Ranked by Performance for the Quarter and Fiscal Year Ended June 30, 2013*

	Quarter	Fiscal Year
Best	Russell 2000 Growth Index	Russell Mid-Cap Value Index
Performing	+3.74%	+27.65%
	Russell 1000 Value Index	Russell 1000 Value Index
	+3.20%	+25.32%
	Russell 3000 Value Index	Russell 3000 Value Index
	+3.14%	+25.28%
	Russell Mid-Cap Growth Index	Russell 2000 Value Index
	+2.87%	+24.76%
	Russell 2000 Value Index	Russell 2000 Growth Index
	+2.47%	+23.67%
	Russell 3000 Growth Index	Russell Mid-Cap Growth Index
	+2.19%	+22.88%
	Russell 1000 Growth Index	Russell 3000 Growth Index
	+2.06%	+17.56%
Worst	Russell Mid-Cap Value Index	Russell 1000 Growth Index
Performing	+1.65%	+17.07%

* It is not possible to invest directly in an index.

The Bridgeway Omni Funds in this annual report are asset class exposure strategies that seek broad diversification and risk premium exposure. These Funds were designed to capture the size and style benefits within a specific asset class.

2 Annual Report  |  June 30, 2013

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

June 30, 2013

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended June 30, 2013, our Fund appreciated 5.77%, outperforming our primary market benchmark, the Russell 2000 Value Index (+2.47%).

For the fiscal year ending June 30, 2013, our Fund appreciated 30.08%, outperforming our primary market benchmark, the Russell 2000 Value Index (+24.76%).

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

Standardized Returns as of June 30, 2013

			Annualized
			Since Inception
	Quarter	1 Year	(8/31/11)
Omni Small-Cap Value Fund	5.77%	30.08%	22.44%
Russell 2000 Value Index	2.47%	24.76%	19.91%

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

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

According to data from Lipper, Inc. as of June 30, 2013, Omni Small-Cap Value Fund ranked 51st of 306 small-cap value funds for the twelve-month period ended June 30, 2013 and 55th of 281 such funds since inception in August, 2011. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

www.bridgewayomni.com 3

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

Omni Small-Cap Value Fund vs. Russell 2000 Value Index

from Inception 8/31/11 to 6/30/13

Detailed Explanation of Quarterly Performance

The Omni Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. This approach is sometimes referred to as “passive, asset class investing.” As of June 30, 2013, we held 556 such stocks in a market cap weighted style. We make no attempt to track any particular index in either performance or statistics.

Our design tilt toward deeper value and smaller stocks contributed positively to performance. The Consumer Discretionary and Financial sectors were the Fund’s strongest performing sectors, contributing 3.0% and 2.0% respectively to the Fund’s quarterly total return.

Detailed Explanation of Fiscal Year Performance

Our smaller cap and deeper value exposures helped the performance for the fiscal year. Relative to our primary market benchmark, the design led us to be significantly overweighted in the Consumer Discretionary sector, a strong performing sector; this helped the Fund’s absolute and relative returns. The design led us to be significantly underweighted in the Financial sector, which did not perform well for the year, helping the Fund’s absolute and relative returns.

Top Ten Holdings as of June 30, 2013

Rank	Description	Industry	% of Net   Assets
1	KapStone Paper & Packaging Corp.	Paper & Forest Products	1.1%
2	Worthington Industries, Inc.	Metals & Mining	0.9%
3	Exterran Holdings, Inc.	Energy Equipment & Services	0.9%
4	First BanCorp. (Puerto Rico)	Commercial Banks	0.8%
5	First Interstate Bancsystem, Inc.	Commercial Banks	0.7%
6	Maiden Holdings, Ltd.	Insurance	0.7%
7	First Midwest Bancorp, Inc.	Commercial Banks	0.7%
8	Avis Budget Group, Inc.	Road & Rail	0.6%
9	OM Group, Inc.	Chemicals	0.6%
10	Chemical Financial Corp.	Commercial Banks	0.6%
	Total		7.6%

4 Annual Report  |  June 30, 2013

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

Industry Sector Representation as of June 30, 2013

				% of Russell 2000
	% of Portfolio			Value Index			Difference
Consumer Discretionary		18.0	%		13.1	%		4.9	%
Consumer Staples		3.3	%		2.8	%		0.5	%
Energy		7.9	%		6.1	%		1.8	%
Financials		34.9	%		37.6	%		-2.7	%
Health Care		5.2	%		4.5	%		0.7	%
Industrials		13.3	%		12.3	%		1.0	%
Information Technology		8.1	%		12.1	%		-4.0	%
Materials		7.8	%		5.1	%		2.7	%
Telecommunication Services		1.4	%		0.5	%		0.9	%
Utilities		0.0	%		5.9	%		-5.9	%
Cash & Other Assets		0.1	%		0.0	%		0.1	%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgewayomni.com 5

Bridgeway Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 100.15%
Aerospace & Defense - 0.47%
AAR Corp.		32,000	$	703,360
Astrotech Corp.*		30,000		21,006
Ducommun, Inc.*		23,800		505,988
				1,230,354
Air Freight & Logistics - 0.43%
Air Transport Services Group, Inc.*		64,600		427,006
Atlas Air Worldwide Holdings, Inc.*		5,300		231,928
Pacer International, Inc.*		28,400		179,204
Park-Ohio Holdings Corp.*		8,700		286,926
				1,125,064
Airlines - 1.21%
Hawaiian Holdings, Inc.*+		96,234		587,990
JetBlue Airways Corp.*+		184,950		1,165,185
Republic Airways Holdings, Inc.*		84,000		951,720
SkyWest, Inc.		33,800		457,652
				3,162,547
Auto Components - 1.32%
China XD Plastics Co., Ltd.*		50,900		209,199
Federal-Mogul Corp.*		54,000		551,340
Modine Manufacturing Co.*		10,000		108,800
SORL Auto Parts, Inc.*		29,900		77,740
Spartan Motors, Inc.		14,950		91,494
Standard Motor Products, Inc.		38,000		1,304,920
Stoneridge, Inc.*		55,900		650,676
Strattec Security Corp.		1,300		48,568
Superior Industries International, Inc.		12,200		209,962
Tower International, Inc.*		9,500		188,005
				3,440,704
Beverages - 0.10%
Coca-Cola Bottling Co. Consolidated		4,100		250,715
Biotechnology - 0.17%
Emergent Biosolutions, Inc.*		30,000		432,600
Building Products - 0.90%
Gibraltar Industries, Inc.*		25,550		372,008
Griffon Corp.		108,900		1,225,125
Nortek, Inc.*		4,800		309,264
Patrick Industries, Inc.*		10,300		214,137
Universal Forest Products, Inc.		5,800		231,536
				2,352,070

Industry Company	Shares		Value
Capital Markets - 2.22%
Calamos Asset Management, Inc., Class A		43,500	$	456,750
Capital Southwest Corp.		5,600		771,848
CIFC Corp.*		35,400		267,270
Cowen Group, Inc., Class A*		105,900		307,110
FBR & Co.*		21,600		545,616
GFI Group, Inc.		75,000		293,250
INTL. FCStone, Inc.*		12,500		218,125
Investment Technology Group, Inc.*		57,050		797,559
Manning & Napier, Inc.		17,000		301,920
MVC Capital, Inc.		30,000		377,700
NGP Capital Resources Co.		100		613
Oppenheimer Holdings, Inc., Class A		15,300		291,312
Piper Jaffray Cos.*		11,400		360,354
SWS Group, Inc.*		41,200		224,540
Walter Investment Management Corp.*		17,200		581,532
				5,795,499
Chemicals - 2.83%
Axiall Corp.		31,950		1,360,431
China Green Agriculture, Inc.*+		36,800		103,776
Gulf Resources, Inc.*+		42,400		49,184
Kraton Performance Polymers, Inc.*		48,350		1,025,020
Material Sciences Corp.*+		5,200		52,312
OM Group, Inc.*		52,800		1,632,576
OMNOVA Solutions, Inc.*		45,650		365,656
Penford Corp.*		18,400		246,376
Schulman (A.), Inc.		30,900		828,738
Stepan Co.		6,000		333,660
Tredegar Corp.		28,800		740,160
Yongye International, Inc.*+		62,400		333,840
Zep, Inc.		19,400		307,102
				7,378,831
Commercial Banks - 19.98%
1st Source Corp.		53,952		1,281,900
Access National Corp.		2,700		35,046
American National Bankshares, Inc.		21,800		506,632
Ameris Bancorp*		41,900		706,015
BancorpSouth, Inc.+		64,850		1,147,845
Bank of Commerce Holdings		32,300		162,792
Banner Corp.		11,450		386,896
Bar Harbor Bankshares		7,500		274,125

6 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
BCB Bancorp, Inc.		10,400	$	110,760
BNC Bancorp+		61,844		706,258
BSB Bancorp, Inc.*+		21,000		276,150
C&F Financial Corp.+		1,200		66,876
Camden National Corp.		9,500		336,965
Capital City Bank Group, Inc.*+		28,150		324,569
Carolina Bank Holdings, Inc.*		11,500		140,760
Central Valley Community Bancorp+		20,000		196,000
Century Bancorp, Inc., Class A		15,200		532,000
Chemical Financial Corp.		61,500		1,598,385
Chemung Financial Corp.+		13,500		452,115
CoBiz Financial, Inc.		16,600		137,780
Columbia Banking System, Inc.		44,518		1,059,974
Enterprise Financial Services Corp.		44,500		710,220
Farmers Capital Bank Corp.*		18,400		399,096
Fidelity Southern Corp.*		17,566		217,291
Financial Institutions, Inc.		30,500		561,505
First Bancorp		36,371		512,831
First Bancorp, Inc.		1,295		22,637
First BanCorp. (Puerto Rico)*+		288,800		2,044,704
First Busey Corp.		55,710		250,695
First Business Financial Services, Inc.		9,400		281,718
First Commonwealth Financial Corp.		158,300		1,166,671
First Community Bancshares, Inc.		35,000		548,800
First Connecticut Bancorp, Inc.		16,100		224,112
First Financial Bancorp		66,600		992,340
First Financial Corp.		24,000		743,760
First Interstate Bancsystem, Inc.		95,200		1,973,496
First M&F Corp.		2,700		42,687
First Merchants Corp.		79,311		1,360,184
First Midwest Bancorp, Inc.		129,000		1,769,880
First of Long Island Corp. (The)		8,000		265,520
Firstbank Corp.		14,800		198,468
German American Bancorp, Inc.		13,000		292,760
Glacier Bancorp, Inc.		55,200		1,224,888
Great Southern Bancorp, Inc.		21,000		566,160
Hanmi Financial Corp.*		50,050		884,383

Industry Company	Shares		Value
Commercial Banks (continued)
Heartland Financial USA, Inc.		9,200	$	252,908
Heritage Commerce Corp.*		18,000		126,000
Heritage Financial Corp.		30,000		439,500
Horizon Bancorp		3,150		64,292
Hudson Valley Holding Corp.		25,200		427,896
Independent Bank Corp.*		3,800		23,902
International Bancshares Corp.		65,687		1,483,212
Intervest Bancshares Corp., Class A*+		59,100		394,788
Lakeland Bancorp, Inc.		69,000		719,670
LNB Bancorp, Inc.		16,672		143,212
Macatawa Bank Corp.*		13,200		66,528
MainSource Financial Group, Inc.		41,750		560,702
MB Financial, Inc.		17,400		466,320
MBT Financial Corp.*		24,300		89,424
Mercantile Bank Corp.		16,800		301,896
Metro Bancorp, Inc.*		27,300		546,819
Middleburg Financial Corp.		5,000		95,500
MidWestOne Financial Group, Inc.		15,000		360,900
NewBridge Bancorp*		96,700		579,233
Old National Bancorp		20,000		276,600
Orrstown Financial Services, Inc.*		16,800		213,024
Pacific Continental Corp.		22,000		259,600
Peapack Gladstone Financial Corp.		5,420		94,850
Peoples Bancorp, Inc.		29,200		615,536
Pinnacle Financial Partners, Inc.*		18,700		480,777
Preferred Bank*		35,700		588,336
Premier Financial Bancorp, Inc.		4,200		50,568
PrivateBancorp, Inc.		74,750		1,585,448
Renasant Corp.		46,212		1,124,800
Republic Bancorp, Inc., Class A		21,550		472,376
S&T Bancorp, Inc.		49,300		966,280
Sandy Spring Bancorp, Inc.		24,000		518,880
SCBT Financial Corp.+		14,506		730,957
Sierra Bancorp		20,000		296,000
Southside Bancshares, Inc.+		13,335		318,440
Southwest Bancorp, Inc.*		32,900		434,280
State Bank Financial Corp.		57,384		862,482
StellarOne Corp.		62,600		1,230,090
Suffolk Bancorp*		27,996		457,455
Summit State Bank		6,000		55,680
Sun Bancorp, Inc.*		123,400		418,326
Trico Bancshares		21,600		460,728

www.bridgewayomni.com 7

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Umpqua Holdings Corp.		7,200	$	108,072
Union First Market Bankshares Corp.		11,700		240,903
United Community Banks, Inc.*		35,650		442,773
Univest Corp. of Pennsylvania		27,300		520,611
Washington Banking Co.		34,000		482,800
WesBanco, Inc.		51,900		1,371,717
Wilshire Bancorp, Inc.		57,300		379,326
Wintrust Financial Corp.		18,000		689,040
Yadkin Financial Corp.*+		38,452		539,866
				52,123,972
Commercial Services & Supplies - 4.32%
ABM Industries, Inc.		38,700		948,537
ARC Document Solutions, Inc.*		125,850		503,400
Brink’s Co. (The)		49,150		1,253,816
Casella Waste Systems, Inc., Class A*		20,650		89,002
Consolidated Graphics, Inc.*		9,100		427,791
Courier Corp.		31,200		445,536
Deluxe Corp.		40,600		1,406,790
Ennis, Inc.		34,900		603,421
HNI Corp.		31,500		1,136,205
Intersections, Inc.		31,300		274,501
Kimball International, Inc., Class B		67,200		652,512
Metalico, Inc.*		63,000		75,600
Multi-Color Corp.		22,400		679,616
Quad/Graphics, Inc.+		20,625		497,062
Schawk, Inc.		1,966		25,814
TMS International Corp., Class A		42,100		624,343
United Stationers, Inc.		32,600		1,093,730
Versar, Inc.*		24,800		112,592
Viad Corp.		17,400		426,648
				11,276,916
Communications Equipment - 0.83%
Aviat Networks, Inc.*		156,800		410,816
Bel Fuse, Inc., Class B		13,500		181,575
Black Box Corp.		18,250		462,090
Communications Systems, Inc.		1,000		9,620
Globecomm Systems, Inc.*		31,200		394,368
Harmonic, Inc.*		28,700		182,245
Symmetricom, Inc.*		95,000		426,550
Tessco Technologies, Inc.		3,450		91,080

Industry Company	Shares		Value
Communications Equipment (continued)
Zoom Technologies, Inc.*		43,200	$	17,280
				2,175,624
Computers & Peripherals - 0.22%
Hutchinson Technology, Inc.*		62,900		297,517
Xyratex, Ltd.+		28,045		282,133
				579,650
Construction & Engineering - 0.66%
Aegion Corp.*		11,000		247,610
Ameresco, Inc., Class A*		27,000		243,270
Argan, Inc.		18,600		290,160
Michael Baker Corp.		3,400		92,174
Northwest Pipe Co.*		13,400		373,860
Orion Marine Group, Inc.*		10,800		130,572
Pike Electric Corp.		13,773		169,408
Sterling Construction Co., Inc.*		18,250		165,345
				1,712,399
Construction Materials - 0.29%
Headwaters, Inc.*		84,800		749,632
Consumer Finance - 0.91%
Asta Funding, Inc.		29,100		251,715
Atlanticus Holdings Corp.*+		3,737		13,378
Cash America International, Inc.+		10,200		463,692
DFC Global Corp.*		34,600		477,826
Encore Capital Group, Inc.*+		1,179		39,037
First Marblehead Corp. (The)*		159,100		187,738
Nelnet, Inc., Class A		25,800		931,122
				2,364,508
Containers & Packaging - 0.57%
AEP Industries, Inc.*		5,550		412,864
Boise, Inc.		127,050		1,085,007
				1,497,871
Distributors - 0.14%
Core-Mark Holding Co., Inc.		5,600		355,600
Diversified Consumer Services - 0.65%
Carriage Services, Inc.		13,950		236,452
Corinthian Colleges, Inc.*		2,750		6,160
Lincoln Educational Services Corp.		20,525		108,167
Mac-Gray Corp.		11,100		157,620
Regis Corp.		60,450		992,589

8 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Diversified Consumer Services (continued)
Universal Technical Institute, Inc.		18,500	$	191,105
				1,692,093
Diversified Financial Services - 1.07%
Gain Capital Holdings, Inc.		47,599		300,350
Interactive Brokers Group, Inc., Class A		51,150		816,865
MicroFinancial, Inc.		32,846		257,841
PHH Corp.*		69,550		1,417,429
				2,792,485
Diversified Telecommunication Services - 1.10%
Atlantic Tele-Network, Inc.		14,200		705,172
Cbeyond, Inc.*		26,550		208,152
Consolidated Communications Holdings, Inc.+		22,300		388,243
General Communication, Inc., Class A*		59,550		466,276
Hawaiian Telcom Holdco, Inc.*		10,200		256,632
HickoryTech Corp.		6,000		63,780
IDT Corp., Class B		25,275		472,390
Primus Telecommunications Group, Inc.		13,700		163,578
Vonage Holdings Corp.*		53,700		151,971
				2,876,194
Electrical Equipment - 0.31%
China BAK Battery, Inc.*		360		403
Coleman Cable, Inc.		18,400		332,304
Lihua International, Inc.*+		6,700		32,227
LSI Industries, Inc.		36,100		292,049
Orion Energy Systems, Inc.*		35,000		86,800
SL Industries, Inc.		1,650		41,382
Ultralife Corp.*		7,350		26,166
				811,331
Electronic Equipment, Instruments & Components - 2.29%
Benchmark Electronics, Inc.*		40,000		804,000
CTS Corp.		25,000		341,000
IEC Electronics Corp.*		800		2,808
Insight Enterprises, Inc.*		29,800		528,652
Key Tronic Corp.*		10,000		103,500
Multi-Fineline Electronix, Inc.*		7,600		112,556
Newport Corp.*		26,000		362,180
PAR Technology Corp.*		29,000		116,870
PC Connection, Inc.		12,000		185,400
PCM, Inc.*		5,600		53,760

Industry Company	Shares		Value
Electronic Equipment, Instruments & Components (continued)
Sanmina Corp.*		102,150	$	1,465,852
SYNNEX Corp.*		35,900		1,517,852
Vishay Precision Group, Inc.*		25,448		385,283
				5,979,713
Energy Equipment & Services - 3.22%
Basic Energy Services, Inc.*+		16,300		197,067
C&J Energy Services, Inc.*		19,000		368,030
Cal Dive International, Inc.*		176,850		332,478
Dawson Geophysical Co.*		26,000		958,360
Exterran Holdings, Inc.*		79,800		2,243,976
Global Geophysical Services, Inc.*+		41,500		195,880
Gulfmark Offshore, Inc., Class A		13,000		586,170
Key Energy Services, Inc.*		102,600		610,470
Natural Gas Services Group, Inc.*		19,800		465,102
Parker Drilling Co.*		132,950		662,091
PHI, Inc.*		26,600		912,380
Pioneer Energy Services Corp.*		63,000		417,060
Vantage Drilling Co.*		45,400		92,616
Willbros Group, Inc.*		60,300		370,242
				8,411,922
Food & Staples Retailing - 2.25%
Andersons, Inc. (The)		25,400		1,351,026
Ingles Markets, Inc., Class A		22,400		565,600
Pantry, Inc. (The)*		30,700		373,926
Spartan Stores, Inc.		16,700		307,948
SUPERVALU, Inc.*+		185,500		1,153,810
Susser Holdings Corp.*		18,850		902,538
Village Super Market, Inc., Class A		13,000		430,170
Weis Markets, Inc.		17,500		788,725
				5,873,743
Food Products - 0.33%
Farmer Bros. Co.*		12,700		178,562
John B. Sanfilippo & Son, Inc.		9,200		185,472
Omega Protein Corp.*		23,650		212,377
Seneca Foods Corp., Class A*		5,200		159,536
SkyPeople Fruit Juice, Inc.*		62,900		122,655
				858,602

www.bridgewayomni.com 9

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Equipment & Supplies - 0.89%
Alphatec Holdings, Inc.*		220,000	$	451,000
CryoLife, Inc.		28,700		179,662
Fonar Corp.*+		17,700		116,112
Invacare Corp.		47,350		679,946
Medical Action Industries, Inc.*		11,600		89,320
RTI Biologics, Inc.*		1,600		6,016
Symmetry Medical, Inc.*		88,700		746,854
Theragenics Corp.*		20,000		41,400
				2,310,310
Health Care Providers & Services - 4.27%
Addus HomeCare Corp.*		4,800		94,752
Almost Family, Inc.		11,750		223,250
Amedisys, Inc.*		31,100		361,382
AMN Healthcare Services, Inc.*		44,134		631,999
Amsurg Corp.*		28,550		1,002,105
BioScrip, Inc.*		24,550		405,075
CardioNet, Inc.*		74,500		439,550
Cross Country Healthcare, Inc.*		24,050		124,098
Emeritus Corp.*		31,200		723,216
Five Star Quality Care, Inc.*		131,100		735,471
Gentiva Health Services, Inc.*		40,000		398,400
Kindred Healthcare, Inc.*		81,350		1,068,125
LHC Group, Inc.*		18,000		352,440
Magellan Health Services, Inc.*		6,000		336,480
Molina Healthcare, Inc.*+		41,650		1,548,547
PharMerica Corp.*		44,350		614,691
Providence Service Corp. (The)*		16,000		465,440
Select Medical Holdings Corp.		86,900		712,580
Skilled Healthcare Group, Inc., Class A*		26,648		178,009
Triple-S Management Corp., Class B*		18,800		403,636
Universal American Corp.		35,100		312,039
				11,131,285
Hotels, Restaurants & Leisure - 5.05%
Ark Restaurants Corp.		1,600		33,968
Bob Evans Farms, Inc.		20,602		967,882
Boyd Gaming Corp.*+		136,100		1,537,930
Carrols Restaurant Group, Inc.*		48,025		310,242
CEC Entertainment, Inc.		21,650		888,516
Cracker Barrel Old Country Store, Inc.		13,600		1,287,376

Industry Company	Shares		Value
Hotels, Restaurants & Leisure (continued)
Einstein Noah Restaurant Group, Inc.		19,225	$	272,995
Famous Dave’s of America, Inc.*		3,400		53,006
Fiesta Restaurant Group, Inc.*		18,025		619,880
Frisch’s Restaurants, Inc.+		6,800		126,888
Full House Resorts, Inc.*		38,700		104,490
Isle of Capri Casinos, Inc.*		87,100		653,250
Jack in the Box, Inc.*		22,050		866,344
Kona Grill, Inc.*		4,100		48,052
Lakes Entertainment, Inc.*		22,700		79,904
Luby’s, Inc.*		12,600		106,470
Marcus Corp.		13,350		169,812
Monarch Casino & Resort, Inc.*		29,400		495,684
MTR Gaming Group, Inc.*		40,600		136,010
Pinnacle Entertainment, Inc.*		47,450		933,341
Red Robin Gourmet Burgers, Inc.*		6,800		375,224
Ruby Tuesday, Inc.*		103,600		956,228
Ruth’s Hospitality Group, Inc.		44,000		531,080
Scientific Games Corp., Class A*		41,350		465,188
Sonic Corp.*		70,000		1,019,200
Speedway Motorsports, Inc.		7,700		133,980
				13,172,940
Household Durables - 1.13%
Bassett Furniture Industries, Inc.		21,900		340,107
CSS Industries, Inc.		11,800		294,174
Flexsteel Industries, Inc.		4,900		119,462
Hooker Furniture Corp.		10,900		177,234
La-Z-Boy, Inc.		21,800		441,886
Libbey, Inc.*		30,649		734,657
Lifetime Brands, Inc.		9,700		131,726
NACCO Industries, Inc., Class A		9,250		529,840
Stanley Furniture Co., Inc.*		44,900		179,600
				2,948,686
Household Products - 0.54%
Central Garden & Pet Co., Class A*		76,750		529,575
Harbinger Group, Inc.*		115,200		868,608
				1,398,183
Independent Power Producers & Energy Traders - 0.04%
Genie Energy, Ltd., Class B		10,275		94,016

10 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Insurance - 6.21%
American Equity Investment Life Holding Co.		94,850	$	1,489,145
American Safety Insurance Holdings, Ltd.*		4,600		133,170
Crawford & Co., Class B		73,674		414,048
Eastern Insurance Holdings, Inc.		15,400		288,750
EMC Insurance Group, Inc.		11,900		312,494
Employers Holdings, Inc.		38,500		941,325
FBL Financial Group, Inc., Class A		19,850		863,674
Fortegra Financial Corp.*		44,785		307,673
Hallmark Financial Services, Inc.*		19,100		174,574
HCI Group, Inc.		9,900		304,128
Hilltop Holdings, Inc.*		20,000		328,000
Horace Mann Educators Corp.		60,800		1,482,304
Infinity Property & Casualty Corp.		12,540		749,390
Maiden Holdings, Ltd.		162,600		1,824,372
Meadowbrook Insurance Group, Inc.		34,150		274,225
Montpelier Re Holdings, Ltd.		46,400		1,160,464
National Western Life Insurance Co., Class A		1,625		308,506
Navigators Group, Inc. (The)*		27,000		1,540,080
Safety Insurance Group, Inc.		200		9,702
Selective Insurance Group, Inc.		24,250		558,235
State Auto Financial Corp.		3,800		69,046
Stewart Information Services Corp.		8,650		226,544
Tower Group International, Ltd.		24,132		494,947
United Fire Group, Inc.		54,100		1,343,303
Universal Insurance Holdings, Inc.		86,316		611,117
				16,209,216
Internet & Catalog Retail - 0.54%
1-800-Flowers.com, Inc., Class A*		74,150		458,988
Orbitz Worldwide, Inc.*+		118,900		954,767
				1,413,755
Internet Software & Services - 1.03%
Digital River, Inc.*		29,100		546,207
IntraLinks Holdings, Inc.*		40,000		290,400
Marchex, Inc., Class B		70,000		421,400

Industry Company	Shares		Value
Internet Software & Services (continued)
Monster Worldwide, Inc.*		65,100	$	319,641
Tucows, Inc.*		76,800		142,848
United Online, Inc.		126,900		961,902
				2,682,398
IT Services - 1.63%
Acxiom Corp.*		56,050		1,271,214
CACI International, Inc., Class A*+		21,400		1,358,686
CIBER, Inc.*		32,350		108,049
CSG Systems International, Inc.*		27,450		595,665
Hackett Group, Inc. (The)		22,300		115,737
ManTech International Corp., Class A+		16,300		425,756
Pfsweb, Inc.*		10,300		41,200
Sykes Enterprises, Inc.*		21,900		345,144
				4,261,451
Leisure Equipment & Products - 0.47%
Arctic Cat, Inc.		8,400		377,832
Johnson Outdoors, Inc., Class A*		15,700		390,930
Nautilus, Inc.*		53,900		468,391
				1,237,153
Life Sciences Tools & Services - 0.07%
Cambrex Corp.*		13,150		183,705
Machinery - 1.83%
Accuride Corp.*		61,900		313,214
Ampco-Pittsburgh Corp.		18,800		352,876
Briggs & Stratton Corp.		24,300		481,140
Cleantech Solutions International, Inc.*+		11,500		61,065
Commercial Vehicle Group, Inc.*+		39,100		291,686
FreightCar America, Inc.		14,200		241,258
Greenbrier Cos., Inc.*		17,700		431,349
Hardinge, Inc.		15,000		221,700
Kadant, Inc.		10,000		301,700
L.B. Foster Co., Class A		3,900		168,363
Lydall, Inc.*		39,700		579,620
Miller Industries, Inc.		10,400		159,952
Mueller Water Products, Inc., Class A		92,000		635,720
NN, Inc.		17,950		204,810
Supreme Industries, Inc., Class A*+		35,805		179,025

www.bridgewayomni.com 11

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Machinery (continued)
Tecumseh Products Co., Class A*		15,000	$	163,950
				4,787,428
Marine - 0.16%
Baltic Trading, Ltd.		42,800		158,788
Eagle Bulk Shipping, Inc.*+		19,000		69,350
Genco Shipping & Trading, Ltd.*+		45,200		73,676
International Shipholding Corp.		5,038		117,537
				419,351
Media - 1.79%
A.H. Belo Corp., Class A		41,700		286,062
Ballantyne Strong, Inc.*		14,000		59,080
Cumulus Media, Inc., Class A*		25,200		85,428
Dex Media, Inc.*+		19,420		341,209
E.W. Scripps Co., Class A (The)*		26,500		412,870
Entercom Communications Corp., Class A*		46,545		439,385
Gray Television, Inc.*		99,550		716,760
Journal Communications, Inc., Class A*		57,100		427,679
Media General, Inc., Class A*+		15,300		168,759
Radio One, Inc., Class D*		108,100		250,792
Reading International, Inc., Class A*		10,700		68,052
Salem Communications Corp., Class A		24,800		185,752
Scholastic Corp.		18,250		534,543
Valassis Communications, Inc.+		28,100		690,979
				4,667,350
Metals & Mining - 1.49%
A.M. Castle & Co.*+		24,900		392,424
Friedman Industries, Inc.		3,000		29,550
Golden Star Resources, Ltd.*		343,000		144,060
Handy & Harman, Ltd.*		12,500		223,500
Horsehead Holding Corp.*		7,800		99,918
Materion Corp.		16,600		449,694
Noranda Aluminum Holding Corp.		38,250		123,548
Worthington Industries, Inc.		76,200		2,416,302
				3,878,996

Industry Company	Shares		Value
Multiline Retail - 0.59%
Bon-Ton Stores, Inc. (The)+		25,950	$	468,397
Fred’s, Inc., Class A		46,200		715,638
Tuesday Morning Corp.*		34,600		358,802
				1,542,837
Oil, Gas & Consumable Fuels - 4.68%
Adams Resources & Energy, Inc.		7,500		516,675
Alon USA Energy, Inc.		83,100		1,201,626
Bill Barrett Corp.*+		31,200		630,864
BioFuel Energy Corp.*+		10,900		36,406
Callon Petroleum Co.*		57,300		193,101
Carrizo Oil & Gas, Inc.*		10,000		283,300
Clayton Williams Energy, Inc.*		16,000		696,000
Cloud Peak Energy, Inc.*		82,800		1,364,544
Comstock Resources, Inc.		15,000		235,950
Crosstex Energy, Inc.		59,450		1,174,732
Delek U.S. Holdings, Inc.		46,600		1,341,148
Double Eagle Petroleum Co.*		39,600		155,232
EPL Oil & Gas, Inc.*		21,500		631,240
Forest Oil Corp.*+		47,600		194,684
Green Plains Renewable Energy, Inc.*		58,200		775,224
James River Coal Co.*+		87,400		159,068
L&L Energy, Inc.*+		64,750		231,805
Penn Virginia Corp.*+		78,000		366,600
Resolute Energy Corp.*		25,000		199,500
Swift Energy Co.*+		45,400		544,346
W&T Offshore, Inc.		74,600		1,066,034
Warren Resources, Inc.*		79,600		202,980
				12,201,059
Paper & Forest Products - 2.62%
Clearwater Paper Corp.*		7,600		357,656
KapStone Paper & Packaging Corp.		68,650		2,758,357
Mercer International, Inc.*		77,250		503,670
PH Glatfelter Co.		53,450		1,341,595
Resolute Forest Products*+		77,000		1,014,090
Wausau Paper Corp.		76,200		868,680
				6,844,048
Personal Products - 0.06%
Nutraceutical International Corp.		7,700		157,388
Synutra International, Inc.*+		300		1,527
				158,915

12 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Professional Services - 1.08%
Barrett Business Services, Inc.		10,100	$	527,321
CBIZ, Inc.*		42,775		287,020
CDI Corp.		32,000		453,120
CRA International, Inc.*		13,800		254,886
Dolan Co. (The)*		56,200		91,606
Hudson Global, Inc.*		32,300		80,104
ICF International, Inc.*		7,150		225,297
Kelly Services, Inc., Class A		13,600		237,592
Navigant Consulting, Inc.*		11,000		132,000
RCM Technologies, Inc.		6,100		33,123
VSE Corp.		11,800		484,626
				2,806,695
Road & Rail - 1.45%
Arkansas Best Corp.		25,000		573,750
Avis Budget Group, Inc.*		58,550		1,683,312
Celadon Group, Inc.		8,400		153,300
Covenant Transportation Group, Inc., Class A*		45,300		282,672
Marten Transport, Ltd.		12,225		191,566
Saia, Inc.*		23,625		708,041
Universal Truckload Services, Inc.*		7,809		188,275
				3,780,916
Semiconductors & Semiconductor Equipment - 1.62%
Advanced Energy Industries, Inc.*		11,800		205,438
Alpha & Omega Semiconductor, Ltd.*		55,000		420,200
AXT, Inc.*		55,200		149,040
Integrated Silicon Solution, Inc.*		49,000		537,040
inTEST Corp.		5,481		20,609
Kulicke & Soffa Industries, Inc.*		45,000		497,700
Magnachip Semiconductor Corp.*		38,400		701,568
Pericom Semiconductor Corp.*		40,000		284,800
Photronics, Inc.*		105,950		853,957
Spansion, Inc., Class A*		26,500		331,780
Ultra Clean Holdings*		39,300		237,765
				4,239,897
Software - 0.30%
Net 1 UEPS Technologies, Inc.*		3,400		25,024
NetSol Technologies, Inc.*+		31,000		311,860
TeleCommunication Systems, Inc., Class A*		92,500		215,525

Industry Company	Shares		Value
Software (continued)
Telenav, Inc.*		46,500	$	243,195
				795,604
Specialty Retail - 4.98%
ANN, Inc.*		41,600		1,381,120
Barnes & Noble, Inc.*		73,400		1,171,464
Body Central Corp.*		26,100		347,652
Books-A-Million, Inc.*		31,600		82,792
Brown Shoe Co., Inc.		51,400		1,106,642
Build-A-Bear Workshop, Inc.*		8,050		48,864
Children’s Place Retail Stores, Inc. (The)*		10,100		553,480
Citi Trends, Inc.*		28,900		419,917
Conn’s, Inc.*+		13,450		696,172
Destination Maternity Corp.		10,400		255,840
Destination XL Group, Inc.*		20,500		129,970
Group 1 Automotive, Inc.		12,700		816,991
Kirkland’s, Inc.*		11,550		199,237
Office Depot, Inc.*		338,900		1,311,543
Pep Boys-Manny, Moe & Jack (The)*		40,900		473,622
Perfumania Holdings, Inc.*+		5,565		28,938
Sonic Automotive, Inc., Class A		61,500		1,300,110
Stage Stores, Inc.		46,600		1,095,100
Stein Mart, Inc.		33,750		460,687
TravelCenters of America LLC*		35,400		387,276
West Marine, Inc.*		35,300		388,300
Wet Seal, Inc., Class A (The)*+		72,200		340,062
				12,995,779
Textiles, Apparel & Luxury Goods - 1.43%
Crown Crafts, Inc.+		24,500		150,675
Delta Apparel, Inc.*		10,000		141,000
Jones Group, Inc. (The)		87,800		1,207,250
Perry Ellis International, Inc.		25,500		517,905
Rocky Brands, Inc.		9,900		149,688
Skechers U.S.A., Inc., Class A*		27,000		648,270
Unifi, Inc.*		44,300		915,681
				3,730,469
Thrifts & Mortgage Finance - 4.62%
Astoria Financial Corp.+		112,100		1,208,438
Bank Mutual Corp.		124,700		703,308
BankFinancial Corp.		35,100		298,350
Berkshire Hills Bancorp, Inc.		10,000		277,600
Cape Bancorp, Inc.		29,300		278,350

www.bridgewayomni.com 13

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Thrifts & Mortgage Finance (continued)
Dime Community Bancshares, Inc.		25,600	$	392,192
Doral Financial Corp.*		57,100		47,393
ESB Financial Corp.		36,600		443,958
ESSA Bancorp, Inc.		33,100		362,776
Federal Agricultural Mortgage Corp., Class C		21,500		620,920
First Defiance Financial Corp.		19,400		437,470
First Financial Northwest, Inc.		35,182		362,726
First Pactrust Bancorp, Inc.		13,200		179,256
Flagstar Bancorp, Inc.*+		57,100		797,116
Flushing Financial Corp.		44,297		728,686
Heritage Financial Group, Inc.		16,800		247,800
Home Loan Servicing Solutions, Ltd.		20,000		479,400
Meta Financial Group, Inc.		7,900		207,612
MutualFirst Financial, Inc.		10,900		153,690
Northwest Bancshares, Inc.		22,000		297,220
OceanFirst Financial Corp.		39,900		620,445
Provident Financial Holdings, Inc.		26,600		422,408
Provident Financial Services, Inc.		69,700		1,099,866
Pulaski Financial Corp.		4,900		46,795
Riverview Bancorp, Inc.*		50,000		125,500
Timberland Bancorp, Inc.		9,000		75,780
United Community Bancorp		11,800		118,000
United Community Financial Corp.*		61,324		285,157
Westfield Financial, Inc.		53,081		371,567
WSFS Financial Corp.		7,000		366,730
				12,056,509
Trading Companies & Distributors - 0.46%
Aircastle, Ltd.		24,600		393,354
CAI International, Inc.*		16,500		388,905
Rush Enterprises, Inc., Class A*		10,000		247,500
Willis Lease Finance Corp.*		12,100		163,471
				1,193,230
Wireless Telecommunication Services - 0.33%
Leap Wireless International, Inc.*+		68,100		458,313
NTELOS Holdings Corp.		11,800		194,228
Shenandoah Telecommunications Co.		5,600		93,408

Industry Company	Shares		Value
Wireless Telecommunication Services (continued)
USA Mobility, Inc.		8,400	$	113,988
				859,937
TOTAL COMMON STOCKS - 100.15%				261,302,757
(Cost $205,656,769)
RIGHTS - 0.00%
Federal-Mogul Corp.*r		54,000		12,000
TOTAL RIGHTS - 0.00%				12,000
(Cost $ — )

	Rate^			Shares		Value
MONEY MARKET FUND - 0.19%
BlackRock FedFund		0.01	%		483,486		483,486
TOTAL MONEY MARKET FUND - 0.19%							483,486
(Cost $483,486)
TOTAL INVESTMENTS - 100.34%						$	261,798,243
(Cost $ 206,140,255)
Liabilities in Excess of Other Assets - (0.34%)							(889,084	)
NET ASSETS - 100.00%						$	260,909,159

* Non-income producing security.

^ Rate disclosed as of June 30, 2013.

^r  Security was fair valued under procedures adopted by the Board of Directors (see Note 2).

+ This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $16,189,276 at June 30, 2013.

LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

Valuation Inputs
Investment in Securities (Value)
			Level 2		Level 3
	Level 1		Significant		Significant
	Quoted		Observable		Unobservable
	Prices		Inputs		Inputs		Total
Common Stocks	$	261,302,757	$	—	$	—	$	261,302,757
Rights		—		12,000		—		12,000
Money Market Fund		—		483,486		—		483,486
TOTAL	$	261,302,757		$ 495,486		$—	$	261,798,243

14 Annual Report  |  June 30, 2013

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

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

	Investment in Securities (Value)
	Common Stocks		Rights		Total
Balance as of 06/30/2012		$    40,240		$16,167		$    56,407
Purchases		—		—		—
Sales1		—		(51,923)		(51,923)
Realized gain/(loss)		—		—		—
Change in unrealized appreciation/ (depreciation)2		—		35,756		35,756
Transfers in		—		—		—
Transfers out3,4		(40,240)		—		(40,240)
Balance as of 06/30/2013		$          —		$—		$          —
Net change in unrealized appreciation (depreciation) from investments held as of 06/30/2013		$          —		$—		$      —

¹Sales include expiration of rights.

²Change in unrealized appreciation/(depreciation) for Level 3 securities is included on Statement of Operations in the Change in Unrealized Appreciation (Depreciation) on Investments.

³Transfer out represents the value as of the beginning of the reporting period, for any investment security where significant transfers in the pricing level occurred during the period.

⁴Transfer took place as a result of resumption of trading.

See Notes to Financial Statements.

www.bridgewayomni.com 15

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

June 30, 2013

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

For the quarter ended June 30, 2013, our Fund appreciated 5.28%, outperforming our primary market benchmark, the Russell 2000 Value Index (+2.47%).

For the fiscal year ending June 30, 2013, our Fund appreciated 28.43%, outperforming our primary market benchmark, the Russell 2000 Value Index (+24.76%).

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

Standardized Returns as of June 30, 2013

			Annualized
	Quarter	1 Year	Since Inception   (12/31/10)
Omni Tax-Managed Small-Cap Value Fund	5.28%	28.43%	11.00%
Russell 2000 Value Index	2.47%	24.76%	10.24%

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

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

According to data from Lipper, Inc. as of June 30, 2013, Omni Tax-Managed Small-Cap Value Fund ranked 87th of 306 small-cap value funds for the twelve-month period ended June 30, 2013 and 85th of 259 such funds since inception in December, 2010. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

16 Annual Report  |  June 30, 2013

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

Omni Tax-Managed Small-Cap Value Fund vs. Russell 2000 Value Index

from Inception 12/31/10 to 6/30/13

Detailed Explanation of Quarterly Performance

The Omni Tax-Managed Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. We also seek to minimize the distribution of capital gains within the constraints of the investment objective. This approach is sometimes referred to as “passive, asset class investing.” As of June 30, 2013, we held 611 such stocks in a market cap weighted style. We make no attempt to track any particular index in either performance or statistics.

Our design tilt toward deeper value and smaller stocks contributed positively to performance. The Consumer Discretionary and Financial sectors were the Fund’s strongest performing sectors, both contributing approximately 2% to the Fund’s quarterly total return.

Detailed Explanation of Fiscal Year Performance

Our smaller cap and deeper value exposure helped the performance for the fiscal year. Relative to our primary market benchmark, the design led us to be significantly overweighted in the Consumer Discretionary sector, a strong performing sector; this helped the Fund’s absolute and relative returns. The design led us to be significantly underweighted in the Financial sector, which did not perform well for the year, helping the Fund’s absolute and relative returns.

www.bridgewayomni.com 17

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

Top Ten Holdings as of June 30, 2013

Rank   Description		Industry	% of Net   Assets
1	First BanCorp. (Puerto Rico)	Commercial Banks	0.8%
2	First Interstate Bancsystem, Inc.	Commercial Banks	0.8%
3	Boyd Gaming Corp.	Hotels, Restaurants & Leisure	0.7%
4	Maiden Holdings, Ltd .	Insurance	0.7%
5	Sanmina Corp.	Electronic Equipment, Instruments & Components	0.7%
6	CACI International, Inc.	IT Services	0.7%
7	Glacier Bancorp, Inc.	Commercial Banks	0.6%
8	BancorpSouth, Inc.	Commercial Banks	0.6%
9	SYNNEX Corp.	Electronic Equipment, Instruments & Components	0.6%
10	Crosstex Energy, Inc.	Oil, Gas & Consumable Fuels	0.6%
	Total		6.8%

Industry Sector Representation as of June 30, 2013

	% of Net Assets		% of Russell 2000 Value Index		Difference
Consumer Discretionary		15.0%		13.1%		1.9%
Consumer Staples		3.8%		2.8%		1.0%
Energy		9.3%		6.1%		3.2%
Financials		36.2%		37.6%		-1.4%
Health Care		5.1%		4.5%		0.6%
Industrials		12.9%		12.3%		0.6%
Information Technology		10.7%		12.1%		-1.4%
Materials		5.3%		5.1%		0.2%
Telecommunication Services		1.8%		0.5%		1.3%
Utilities		0.0%		5.9%		-5.9%
Cash & Other Assets		-0.1%		0.0%		-0.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2013, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

18 Annual Report  |  June 30, 2013

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

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgewayomni.com 19

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
COMMON STOCKS - 99.95%
Aerospace & Defense - 0.68%
AAR Corp.		19,860	$	436,523
Astrotech Corp.*		32,600		22,826
Ducommun, Inc.*		34,750		738,785
Kratos Defense & Security Solutions, Inc.*+		76,900		498,312
Sypris Solutions, Inc.		28,400		91,164
				1,787,610
Air Freight & Logistics - 0.63%
Air Transport Services Group, Inc.*		100,250		662,652
Atlas Air Worldwide Holdings, Inc.*		17,700		774,552
Park-Ohio Holdings Corp.*		6,154		202,959
				1,640,163
Airlines - 1.46%
Hawaiian Holdings, Inc.*+		96,200		587,782
JetBlue Airways Corp.*+		119,050		750,015
Republic Airways Holdings, Inc.*		122,904		1,392,502
SkyWest, Inc.		81,600		1,104,864
				3,835,163
Auto Components - 1.21%
China Automotive Systems, Inc.*+		28,500		146,775
China XD Plastics Co., Ltd.*+		16,000		65,760
Cooper Tire & Rubber Co.		16,300		540,671
Federal-Mogul Corp.*		56,400		575,844
Modine Manufacturing Co.*		28,900		314,432
SORL Auto Parts, Inc.*		25,000		65,000
Spartan Motors, Inc.		12,150		74,358
Standard Motor Products, Inc.		23,300		800,122
Stoneridge, Inc.*		11,900		138,516
Strattec Security Corp.		4,380		163,637
Superior Industries International, Inc.		16,600		285,686
				3,170,801
Beverages - 0.09%
Coca-Cola Bottling Co. Consolidated		3,950		241,542
Biotechnology - 0.11%
Emergent Biosolutions, Inc.*		20,000		288,400
Building Products - 0.79%
Gibraltar Industries, Inc.*		14,800		215,488
Griffon Corp.		110,250		1,240,313

Industry Company	Shares		Value
Building Products (continued)
Nortek, Inc.*		4,900	$	315,707
Patrick Industries, Inc.*		11,800		245,322
Universal Forest Products, Inc.		1,200		47,904
				2,064,734
Capital Markets - 2.40%
Calamos Asset
Management, Inc., Class A		36,700		385,350
Capital Southwest Corp.		4,200		578,886
CIFC Corp.*		48,200		363,910
Cowen Group, Inc., Class A*		157,300		456,170
FBR & Co.*		11,775		297,437
GFI Group, Inc.		135,680		530,509
INTL. FCStone, Inc.*		19,650		342,892
Investment Technology Group, Inc.*		63,250		884,235
Manning & Napier, Inc.		27,800		493,728
MVC Capital, Inc.		30,000		377,700
NGP Capital Resources Co.		26,300		161,219
Oppenheimer Holdings, Inc., Class A		16,250		309,400
Piper Jaffray Cos.*		16,100		508,921
SWS Group, Inc.*		39,600		215,820
Walter Investment Management Corp.*		11,200		378,672
				6,284,849
Chemicals - 1.63%
Axiall Corp.		20,300		864,374
Core Molding Technologies, Inc.*		7,425		66,231
Gulf Resources, Inc.*		45,000		52,200
Kraton Performance Polymers, Inc.*		16,075		340,790
Material Sciences Corp.*		14,900		149,894
OM Group, Inc.*		20,000		618,400
OMNOVA Solutions, Inc.*		32,500		260,325
Penford Corp.*		4,850		64,941
Schulman (A.), Inc.		30,900		828,738
Stepan Co.		4,100		228,001
Tredegar Corp.		16,300		418,910
Yongye International, Inc.*+		9,900		52,965
Zep, Inc.		19,900		315,017
				4,260,786
Commercial Banks - 19.96%
1st Source Corp.		52,500		1,247,400
Access National Corp.		600		7,788

20 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
American National Bankshares, Inc.		13,060	$	303,514
Ameris Bancorp*		30,300		510,555
BancorpSouth, Inc.		95,900		1,697,430
Bank of Commerce Holdings		28,400		143,136
Banner Corp.		25,057		846,676
Bar Harbor Bankshares		7,000		255,850
BCB Bancorp, Inc.		11,300		120,345
BNC Bancorp		61,956		707,538
BSB Bancorp, Inc.*		15,800		207,770
C&F Financial Corp.		2,400		133,752
Camden National Corp.		5,853		207,606
Capital City Bank Group, Inc.*+		40,050		461,777
Carolina Bank Holdings, Inc.*		11,500		140,760
Central Valley Community Bancorp+		21,000		205,800
Century Bancorp, Inc., Class A		14,300		500,500
Chemical Financial Corp.		60,300		1,567,197
Chemung Financial Corp.		10,998		368,323
CoBiz Financial, Inc.		37,035		307,391
Columbia Banking System, Inc.		38,300		911,923
Enterprise Financial Services Corp.		43,500		694,260
Farmers Capital Bank Corp.*		13,400		290,646
Fidelity Southern Corp.*		13,593		168,145
Financial Institutions, Inc.		30,000		552,300
First Bancorp		26,600		375,060
First Bancorp, Inc.		11,800		206,264
First BanCorp. (Puerto Rico)*+		293,700		2,079,396
First Busey Corp.		111,500		501,750
First Business Financial Services, Inc.		9,200		275,724
First Commonwealth Financial Corp.		121,200		893,244
First Community Bancshares, Inc.		13,100		205,408
First Connecticut Bancorp, Inc.		4,800		66,816
First Financial Bancorp		68,337		1,018,221
First Financial Corp.		26,830		831,462
First Financial Holdings, Inc.		23,510		498,647
First Interstate Bancsystem, Inc.		94,600		1,961,058
First Merchants Corp.		71,000		1,217,650
First Midwest Bancorp, Inc.		115,900		1,590,148

Industry Company	Shares		Value
Commercial Banks (continued)
First of Long Island Corp. (The)		12,000	$	398,280
Firstbank Corp.		1,500		20,115
German American Bancorp, Inc.		12,500		281,500
Glacier Bancorp, Inc.		76,700		1,701,973
Great Southern Bancorp, Inc.		20,750		559,420
Hanmi Financial Corp.*		46,563		822,768
Heartland Financial USA, Inc.		1,750		48,108
Heritage Financial Corp.		30,000		439,500
Horizon Bancorp		1,363		27,819
Hudson Valley Holding Corp.		37,800		641,844
Independent Bank Corp.*		10,500		66,045
International Bancshares Corp.		64,600		1,458,668
Intervest Bancshares Corp., Class A*		45,200		301,936
Lakeland Bancorp, Inc.		68,515		714,611
LNB Bancorp, Inc.		17,000		146,030
Macatawa Bank Corp.*		12,550		63,252
MainSource Financial Group, Inc.		41,500		557,345
MB Financial, Inc.		19,700		527,960
MBT Financial Corp.*		15,000		55,200
Mercantile Bank Corp.		500		8,985
Metro Bancorp, Inc.*		26,250		525,788
MetroCorp Bancshares, Inc.		8,694		84,853
Middleburg Financial Corp.		3,763		71,873
MidSouth Bancorp, Inc.		13,600		211,208
MidWestOne Financial Group, Inc.		12,000		288,720
NewBridge Bancorp*		99,388		595,334
Old National Bancorp		30,600		423,198
Orrstown Financial Services, Inc.*		16,700		211,756
Pacific Continental Corp.		22,200		261,960
Peapack Gladstone Financial Corp.		250		4,375
Peoples Bancorp, Inc.		28,550		601,834
Pinnacle Financial Partners, Inc.*		45,750		1,176,232
Preferred Bank*		36,000		593,280
Premier Financial Bancorp, Inc.		5,366		64,607
PrivateBancorp, Inc.		73,900		1,567,419
Renasant Corp.		48,700		1,185,358
Republic Bancorp, Inc., Class A+		25,700		563,344
S&T Bancorp, Inc.		30,700		601,720

www.bridgewayomni.com 21

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Sandy Spring Bancorp, Inc.		14,300	$	309,166
SCBT Financial Corp.		6,950		350,210
Sierra Bancorp		17,200		254,560
Southern National Bancorp of Virginia, Inc.		35,000		342,300
Southside Bancshares, Inc.+		11,550		275,814
Southwest Bancorp, Inc.*		23,900		315,480
State Bank Financial Corp.		56,500		849,195
StellarOne Corp.		60,200		1,182,930
Suffolk Bancorp*		27,900		455,886
Summit State Bank		5,000		46,400
Sun Bancorp, Inc.*		97,800		331,542
Tompkins Financial Corp.		8,400		379,596
Trico Bancshares		22,400		477,792
Umpqua Holdings Corp.		25,000		375,250
Union First Market Bankshares Corp.		3,200		65,888
United Community Banks, Inc.*		57,770		717,503
Univest Corp. of Pennsylvania		10,000		190,700
Virginia Commerce Bancorp, Inc.*		23,000		321,080
Washington Banking Co.		11,800		167,560
WesBanco, Inc.		48,490		1,281,591
Wintrust Financial Corp.		24,600		941,688
Yadkin Financial Corp.*		38,000		533,520
				52,319,099
Commercial Services & Supplies - 2.94%
ABM Industries, Inc.		32,300		791,673
Brink’s Co. (The)		19,200		489,792
Casella Waste Systems, Inc., Class A*		21,350		92,019
Consolidated Graphics, Inc.*		6,500		305,565
Courier Corp.		30,350		433,398
Deluxe Corp.		33,000		1,143,450
Ennis, Inc.		34,000		587,860
HNI Corp.		17,900		645,653
Intersections, Inc.		23,250		203,902
Kimball International, Inc., Class B		53,800		522,398
Metalico, Inc.*		89,600		107,520
Multi-Color Corp.		5,750		174,455
Quad/Graphics, Inc.+		24,000		578,400
Schawk, Inc.		44,400		582,972
TMS International Corp., Class A		18,800		278,804
United Stationers, Inc.		17,607		590,715
Versar, Inc.*		27,300		123,942

Industry Company	Shares		Value
Commercial Services & Supplies (continued)
Viad Corp.		2,200	$	53,944
				7,706,462
Communications Equipment - 1.01%
Aviat Networks, Inc.*		153,600		402,432
Bel Fuse, Inc., Class B		3,600		48,420
Black Box Corp.		16,700		422,844
ClearOne, Inc.*		13,000		110,630
Communications Systems, Inc.		6,600		63,492
Comtech Telecommunications Corp.		4,000		107,560
Globecomm Systems, Inc.*		38,700		489,168
Harmonic, Inc.*		99,100		629,285
Symmetricom, Inc.*		40,000		179,600
Tessco Technologies, Inc.		7,100		187,440
Zoom Technologies, Inc.*		31,400		12,560
				2,653,431
Computers & Peripherals - 0.40%
Datalink Corp.*		350		3,724
Hutchinson Technology, Inc.*		51,000		241,230
QLogic Corp.*		36,400		347,984
STEC, Inc.*+		55,000		369,600
Xyratex, Ltd.		9,206		92,612
				1,055,150
Construction & Engineering - 0.89%
Aegion Corp.*		11,000		247,610
Ameresco, Inc., Class A*		20,000		180,200
Argan, Inc.		150		2,340
Layne Christensen Co.*		6,570		128,181
Michael Baker Corp.		350		9,488
Northwest Pipe Co.*		9,000		251,100
Orion Marine Group, Inc.*		45,400		548,886
Pike Electric Corp.		14,500		178,350
Sterling Construction Co., Inc.*		35,050		317,553
Tutor Perini Corp.*		24,500		443,205
UniTek Global Services, Inc.*		15,700		21,980
				2,328,893
Construction Materials - 0.21%
Headwaters, Inc.*		60,900		538,356
Consumer Finance - 1.10%
Asta Funding, Inc.		29,150		252,147
Atlanticus Holdings Corp.*+		18,877		67,580
Cash America International, Inc.+		24,900		1,131,954

22 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Finance (continued)
DFC Global Corp.*		32,800	$	452,968
Encore Capital Group, Inc.*+		973		32,216
First Marblehead Corp. (The)*		4,650		5,487
Nelnet, Inc., Class A		25,900		934,731
				2,877,083
Containers & Packaging - 0.47%
AEP Industries, Inc.*		6,100		453,779
Boise, Inc.		90,825		775,646
				1,229,425
Distributors - 0.13%
VOXX International Corp.*		28,500		349,695
Diversified Consumer Services - 0.50%
Bridgepoint Education, Inc.*+		3,400		41,412
Carriage Services, Inc.		6,550		111,022
Corinthian Colleges, Inc.*+		165,750		371,280
Lincoln Educational Services Corp.		18,625		98,154
Mac-Gray Corp.		5,950		84,490
Regis Corp.		34,050		559,101
Universal Technical Institute, Inc.		5,200		53,716
				1,319,175
Diversified Financial Services - 1.07%
Gain Capital Holdings, Inc.		39,900		251,769
Interactive Brokers Group, Inc., Class A		90,750		1,449,277
MicroFinancial, Inc.		22,000		172,700
PHH Corp.*		46,000		937,480
				2,811,226
Diversified Telecommunication Services - 1.20%
Atlantic Tele-Network, Inc.		9,150		454,389
Cbeyond, Inc.*		75,450		591,528
Consolidated Communications Holdings, Inc.		3,892		67,760
General Communication, Inc., Class A*		21,400		167,562
Hawaiian Telcom Holdco, Inc.*		9,000		226,440
HickoryTech Corp.		2,650		28,170
IDT Corp., Class B		9,100		170,079
Iridium Communications, Inc.*+		115,725		898,026
Lumos Networks Corp.		1,325		22,657

Industry Company	Shares		Value
Diversified Telecommunication Services (continued)
Neutral Tandem, Inc.		58,000	$	333,500
Primus Telecommunications Group, Inc.		14,800		176,712
Vonage Holdings Corp.*		600		1,698
				3,138,521
Electrical Equipment - 0.33%
China BAK Battery, Inc.*		150		168
Coleman Cable, Inc.		17,600		317,856
Lihua International, Inc.*+		48,000		230,880
LSI Industries, Inc.		29,000		234,610
Orion Energy Systems, Inc.*		17,224		42,716
SL Industries, Inc.		400		10,032
Ultralife Corp.*		7,150		25,454
				861,716
Electronic Equipment, Instruments & Components - 3.60%
Benchmark Electronics, Inc.*		69,000		1,386,900
CTS Corp.		25,000		341,000
GSI Group, Inc.*		44,500		357,780
IEC Electronics Corp.*		8,150		28,607
Insight Enterprises, Inc.*		44,883		796,224
Multi-Fineline Electronix, Inc.*		38,000		562,780
Newport Corp.*		12,600		175,518
PAR Technology Corp.*		43,750		176,313
PC Connection, Inc.		32,000		494,400
PCM, Inc.*		6,450		61,920
Power-One, Inc.*		120,100		759,032
Sanmina Corp.*		119,400		1,713,390
SYNNEX Corp.*		38,700		1,636,236
Vishay Intertechnology, Inc.*		40,000		555,600
Vishay Precision Group, Inc.*		25,667		388,598
				9,434,298
Energy Equipment & Services - 3.83%
Basic Energy Services, Inc.*+		11,700		141,453
Cal Dive International, Inc.*		136,450		256,526
Dawson Geophysical Co.*		19,000		700,340
Exterran Holdings, Inc.*		42,900		1,206,348
Global Geophysical Services, Inc.*		38,700		182,664
Gulfmark Offshore, Inc., Class A		28,800		1,298,592
Hornbeck Offshore Services, Inc.*		13,000		695,500
Key Energy Services, Inc.*		66,700		396,865

www.bridgewayomni.com 23

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Energy Equipment & Services (continued)
Mitcham Industries, Inc.*		25,350	$	425,373
Natural Gas Services Group, Inc.*		16,305		383,004
Newpark Resources, Inc.*		30,000		329,700
Parker Drilling Co.*		239,400		1,192,212
PHI, Inc.*		27,750		951,825
Pioneer Energy Services Corp.*		119,400		790,428
SEACOR Holdings, Inc.		6,500		539,825
Vantage Drilling Co.*		137,300		280,092
Willbros Group, Inc.*		45,100		276,914
				10,047,661
Food & Staples Retailing - 2.35%
Andersons, Inc. (The)		21,800		1,159,542
Ingles Markets, Inc., Class A		50,800		1,282,700
Nash Finch Co.		20,350		447,904
Pantry, Inc. (The)*		46,900		571,242
Spartan Stores, Inc.		20,300		374,332
SUPERVALU, Inc.*+		41,650		259,063
Susser Holdings Corp.*		16,850		806,778
Village Super Market, Inc., Class A		6,850		226,666
Weis Markets, Inc.		22,600		1,018,582
				6,146,809
Food Products - 0.70%
Farmer Bros. Co.*		18,700		262,922
Fresh Del Monte Produce, Inc.		3,200		89,216
John B. Sanfilippo & Son, Inc.		8,750		176,400
Omega Protein Corp.*		44,850		402,753
Post Holdings, Inc.*		17,500		764,050
Seneca Foods Corp., Class A*		1,350		41,418
SkyPeople Fruit Juice, Inc.*		51,000		99,450
				1,836,209
Health Care Equipment & Supplies - 1.41%
Alphatec Holdings, Inc.*		220,200		451,410
CryoLife, Inc.		30,000		187,800
Fonar Corp.*		13,600		89,216
Invacare Corp.		60,550		869,498
Medical Action Industries, Inc.*		36,350		279,895
Merit Medical Systems, Inc.*		28,100		313,315
NuVasive, Inc.*		22,900		567,691
RTI Biologics, Inc.*		10,000		37,600

Industry Company	Shares		Value
Health Care Equipment & Supplies (continued)
Symmetry Medical, Inc.*		89,100	$	750,222
Theragenics Corp.*		73,250		151,627
				3,698,274
Health Care Providers & Services - 3.68%
Addus HomeCare Corp.*		700		13,818
Almost Family, Inc.		14,050		266,950
Amedisys, Inc.*		55,960		650,255
AMN Healthcare Services, Inc.*		32,800		469,696
Amsurg Corp.*		11,100		389,610
BioScrip, Inc.*		9,500		156,750
CardioNet, Inc.*		34,479		203,426
Cross Country Healthcare, Inc.*		7,200		37,152
Emeritus Corp.*		16,600		384,788
Five Star Quality Care, Inc.*		129,900		728,739
Gentiva Health Services, Inc.*		30,000		298,800
Kindred Healthcare, Inc.*		101,700		1,335,321
LHC Group, Inc.*		16,500		323,070
Magellan Health Services, Inc.*		5,000		280,400
Molina Healthcare, Inc.*+		28,600		1,063,348
PharMerica Corp.*		25,300		350,658
Providence Service Corp. (The)*		16,150		469,804
Select Medical Holdings Corp.		149,720		1,227,704
Skilled Healthcare Group, Inc., Class A*		14,650		97,862
Triple-S Management Corp., Class B*		32,000		687,040
Universal American Corp.		22,525		200,247
				9,635,438
Hotels, Restaurants & Leisure - 4.79%
Ark Restaurants Corp.		200		4,246
Bob Evans Farms, Inc.		5,099		239,551
Boyd Gaming Corp.*+		162,400		1,835,120
Carrols Restaurant Group, Inc.*		46,825		302,490
CEC Entertainment, Inc.		8,500		348,840
Cracker Barrel Old Country Store, Inc.		15,200		1,438,832
Einstein Noah Restaurant Group, Inc.		6,050		85,910
Famous Dave’s of America, Inc.*		1,650		25,724

24 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Hotels, Restaurants & Leisure (continued)
Fiesta Restaurant Group, Inc.*		7,825	$	269,102
Frisch’s Restaurants, Inc.		2,400		44,784
Full House Resorts, Inc.*		31,950		86,265
International Speedway Corp., Class A		11,000		346,170
Isle of Capri Casinos, Inc.*		72,150		541,125
Jack in the Box, Inc.*		24,550		964,569
Kona Grill, Inc.*		300		3,516
Lakes Entertainment, Inc.*		23,900		84,128
Luby’s, Inc.*		42,500		359,125
Marcus Corp.		8,800		111,936
Monarch Casino & Resort, Inc.*		22,300		375,978
MTR Gaming Group, Inc.*		9,900		33,165
Pinnacle Entertainment, Inc.*		46,100		906,787
Red Robin Gourmet Burgers, Inc.*		14,650		808,387
Ruby Tuesday, Inc.*		34,500		318,435
Ruth’s Hospitality Group, Inc.		29,250		353,047
Scientific Games Corp., Class A*		42,150		474,187
Sonic Corp.*		19,850		289,016
Speedway Motorsports, Inc.		38,950		677,730
Town Sports International Holdings, Inc.		23,000		247,710
WMS Industries, Inc.*		37,900		966,829
				12,542,704
Household Durables - 0.91%
CSS Industries, Inc.		8,058		200,886
Flexsteel Industries, Inc.		150		3,657
Hooker Furniture Corp.		9,300		151,218
La-Z-Boy, Inc.		26,000		527,020
Libbey, Inc.*		22,805		546,636
Lifetime Brands, Inc.		10,199		138,502
NACCO Industries, Inc., Class A		11,350		650,128
Stanley Furniture Co., Inc.*		35,100		140,400
Universal Electronics, Inc.*		600		16,878
				2,375,325
Household Products - 0.55%
Central Garden & Pet Co., Class A*		98,200		677,580
Harbinger Group, Inc.*		100,100		754,754
				1,432,334
Independent Power Producers & Energy Traders - 0.03%
Genie Energy, Ltd., Class B		9,100		83,265

��

Industry Company	Shares		Value
Insurance - 6.97%
American Equity Investment Life Holding Co.		78,550	$	1,233,235
Baldwin & Lyons, Inc., Class B		6,100		148,108
Crawford & Co., Class B		20,350		114,367
Eastern Insurance Holdings, Inc.		11,300		211,875
EMC Insurance Group, Inc.		13,850		363,701
Employers Holdings, Inc.		38,500		941,325
FBL Financial Group, Inc., Class A		27,666		1,203,748
Fortegra Financial Corp.*		41,500		285,105
Hallmark Financial Services, Inc.*		33,658		307,634
HCI Group, Inc.+		4,000		122,880
Hilltop Holdings, Inc.*		14,100		231,240
Horace Mann Educators Corp.		61,050		1,488,399
Infinity Property & Casualty Corp.		9,200		549,792
Maiden Holdings, Ltd.		159,350		1,787,907
Montpelier Re Holdings, Ltd.		43,950		1,099,189
National Western Life Insurance Co., Class A		5,350		1,015,697
Navigators Group, Inc. (The)*		27,450		1,565,748
Safety Insurance Group, Inc.		7,100		344,421
Selective Insurance Group, Inc.		43,500		1,001,370
Stewart Information Services Corp.		27,450		718,916
Tower Group International, Ltd.		56,656		1,162,015
United Fire Group, Inc.		54,900		1,363,167
United Insurance Holdings Corp.		43,400		303,366
Universal Insurance Holdings, Inc.		98,641		698,378
				18,261,583
Internet & Catalog Retail - 0.27%
1-800-Flowers.com, Inc., Class A*		23,200		143,608
Orbitz Worldwide, Inc.*		71,850		576,956
				720,564
Internet Software & Services - 1.44%
Digital River, Inc.*		39,700		745,169
EarthLink, Inc.		43,000		267,030
IntraLinks Holdings, Inc.*		49,000		355,740
Marchex, Inc., Class B		88,000		529,760

www.bridgewayomni.com 25

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Internet Software & Services (continued)
Monster Worldwide, Inc.*		151,900	$	745,829
Tucows, Inc.*		57,800		107,508
United Online, Inc.		135,800		1,029,364
				3,780,400
IT Services - 1.83%
Acxiom Corp.*		31,800		721,224
CACI International, Inc., Class A*+		26,975		1,712,643
CIBER, Inc.*		157,501		526,053
CSG Systems International, Inc.*		1,600		34,720
CSP, Inc.		13,700		121,656
Hackett Group, Inc. (The)		2,800		14,532
ManTech International Corp., Class A+		43,182		1,127,914
Pfsweb, Inc.*		450		1,800
Sykes Enterprises, Inc.*		33,550		528,748
				4,789,290
Leisure Equipment & Products - 0.08%
Arctic Cat, Inc.		450		20,241
Johnson Outdoors, Inc., Class A*		3,950		98,355
Nautilus, Inc.*		10,786		93,730
				212,326
Life Sciences Tools & Services - 0.03%
Cambrex Corp.*		5,800		81,026
Machinery - 2.06%
Accuride Corp.*		102,200		517,132
American Railcar Industries, Inc.		6,400		214,464
Ampco-Pittsburgh Corp.		3,700		69,449
Briggs & Stratton Corp.		21,450		424,710
Cleantech Solutions International, Inc.*+		12,000		63,720
Commercial Vehicle Group, Inc.*+		22,100		164,866
FreightCar America, Inc.		21,100		358,489
Greenbrier Cos., Inc.*		46,700		1,138,079
Hardinge, Inc.		27,000		399,060
Hyster-Yale Materials Handling, Inc.		2,700		169,533
Kadant, Inc.		5,000		150,850
L.B. Foster Co., Class A		1,750		75,548
L.S. Starrett Co., Class A (The)		8,200		83,804
Lydall, Inc.*		40,050		584,730
Miller Industries, Inc.		150		2,307

Industry Company	Shares		Value
Machinery (continued)
Mueller Water Products, Inc., Class A		7,200	$	49,752
NN, Inc.		29,500		336,595
Supreme Industries, Inc., Class A*		30,450		152,250
Tecumseh Products Co., Class A*		15,000		163,950
Titan International, Inc.		16,000		269,920
				5,389,208
Marine - 0.18%
Eagle Bulk Shipping, Inc.*+		48,887		178,438
Genco Shipping & Trading, Ltd.*+		48,750		79,462
International Shipholding Corp.		7,850		183,141
Ultrapetrol Bahamas, Ltd.*		10,900		31,065
				472,106
Media - 2.19%
A.H. Belo Corp., Class A		33,800		231,868
Ballantyne Strong, Inc.*		14,300		60,346
Cumulus Media, Inc., Class A*+		69,865		236,842
Dex Media, Inc.*		14,400		253,008
Digital Generation, Inc.*+		40,210		296,348
E.W. Scripps Co., Class A (The)*		34,600		539,068
Entercom Communications Corp., Class A*+		37,050		349,752
Gray Television, Inc.*		58,950		424,440
Harte-Hanks, Inc.		67,500		580,500
Journal Communications, Inc., Class A*		47,450		355,401
McClatchy Co., Class A (The)*+		100,000		228,000
Media General, Inc., Class A*+		800		8,824
Radio One, Inc., Class D*		110,350		256,012
Reading International, Inc., Class A*		9,900		62,964
Salem Communications Corp., Class A		64,700		484,603
Scholastic Corp.		31,900		934,351
Valassis Communications, Inc.+		17,700		435,243
				5,737,570
Metals & Mining - 1.28%
A.M. Castle & Co.*+		24,900		392,424
Friedman Industries, Inc.		3,500		34,475

26 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Metals & Mining (continued)
Golden Star Resources, Ltd.*		287,500	$	120,750
Handy & Harman, Ltd.*		13,300		237,804
Horsehead Holding Corp.*		8,900		114,009
Materion Corp.		30,600		828,954
Noranda Aluminum Holding Corp.		73,400		237,082
Olympic Steel, Inc.		18,000		441,000
Revett Minerals, Inc.*		60,000		38,808
Worthington Industries, Inc.		29,100		922,761
				3,368,067
Multiline Retail - 0.29%
Bon-Ton Stores, Inc. (The)		9,050		163,352
Fred’s, Inc., Class A		16,250		251,713
Tuesday Morning Corp.*		32,950		341,692
				756,757
Oil, Gas & Consumable Fuels - 5.40%
Adams Resources & Energy, Inc.		400		27,556
Alon USA Energy, Inc.		51,550		745,413
Bill Barrett Corp.*+		69,700		1,409,334
BioFuel Energy Corp.*+		10,000		33,400
Callon Petroleum Co.*		56,300		189,731
Carrizo Oil & Gas, Inc.*		20,000		566,600
Clayton Williams Energy, Inc.*		5,600		243,600
Cloud Peak Energy, Inc.*		44,300		730,064
Comstock Resources, Inc.		41,000		644,930
Crosstex Energy, Inc.		82,600		1,632,176
Delek U.S. Holdings, Inc.		22,900		659,062
Double Eagle Petroleum Co.*		12,050		47,236
EPL Oil & Gas, Inc.*		11,300		331,768
Forest Oil Corp.*+		35,500		145,195
Gran Tierra Energy, Inc.*		60,200		361,802
Green Plains Renewable Energy, Inc.*		51,450		685,314
Hallador Energy Co.		7,800		62,790
James River Coal Co.*+		20,900		38,038
L&L Energy, Inc.*+		65,200		233,416
Miller Energy Resources, Inc.*+		88,000		352,000
PDC Energy, Inc.*		15,380		791,762
Penn Virginia Corp.*+		92,900		436,630
Resolute Energy Corp.*		103,900		829,122
REX American Resources Corp.*		10,550		303,524
Stone Energy Corp.*		45,300		997,959
Swift Energy Co.*+		34,100		408,859

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Teekay Tankers, Ltd.+		80,800	$	212,504
U.S. Energy Corp.*		20,200		41,814
W&T Offshore, Inc.+		47,800		683,062
Warren Resources, Inc.*		120,780		307,989
				14,152,650
Paper & Forest Products - 1.65%
Clearwater Paper Corp.*		9,500		447,070
KapStone Paper & Packaging Corp.		20,575		826,704
Mercer International, Inc.*		66,850		435,862
PH Glatfelter Co.		29,500		740,450
Resolute Forest Products*+		99,700		1,313,049
Wausau Paper Corp.		49,550		564,870
				4,328,005
Personal Products - 0.10%
Nutraceutical International Corp.		8,950		182,938
Synutra International, Inc.*+		14,700		74,823
				257,761
Professional Services - 1.24%
Barrett Business Services, Inc.		10,800		563,868
CBIZ, Inc.*		5,275		35,395
CDI Corp.		35,700		505,512
CRA International, Inc.*		10,700		197,629
Dolan Co. (The)*		41,000		66,830
Heidrick & Struggles International, Inc.		13,950		233,244
Hudson Global, Inc.*		34,300		85,064
ICF International, Inc.*		19,000		598,690
Kelly Services, Inc., Class A		8,800		153,736
Navigant Consulting, Inc.*		14,600		175,200
RCM Technologies, Inc.		400		2,172
RPX Corp.*		7,796		130,973
VSE Corp.		12,130		498,179
				3,246,492
Road & Rail - 0.95%
Arkansas Best Corp.		8,500		195,075
Avis Budget Group, Inc.*		49,700		1,428,875
Celadon Group, Inc.		4,400		80,300
Covenant Transportation Group, Inc., Class A*		42,550		265,512
Marten Transport, Ltd.		12,966		203,177
Saia, Inc.*		4,725		141,608

www.bridgewayomni.com 27

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Road & Rail (continued)
Universal Truckload Services, Inc.*		7,503	$	180,898
				2,495,445
Semiconductors & Semiconductor Equipment - 2.01%
Advanced Energy Industries, Inc.*		11,800		205,438
Alpha & Omega Semiconductor, Ltd.*		40,000		305,600
AXT, Inc.*		40,300		108,810
Integrated Silicon Solution, Inc.*		36,394		398,878
inTEST Corp.		9,078		34,134
Kulicke & Soffa Industries, Inc.*		86,600		957,796
Magnachip Semiconductor Corp.*		33,100		604,737
MEMSIC, Inc.*		30,000		123,000
Pericom Semiconductor Corp.*		41,500		295,480
Photronics, Inc.*		118,170		952,450
Spansion, Inc., Class A*		75,700		947,764
Ultra Clean Holdings*		57,000		344,850
				5,278,937
Software - 0.29%
GSE Systems, Inc.*		35,000		52,850
Net 1 UEPS Technologies, Inc.*+		15,700		115,552
NetSol Technologies, Inc.*		11,100		111,666
TeleCommunication Systems, Inc., Class A*		131,300		305,929
Telenav, Inc.*		31,500		164,745
				750,742
Specialty Retail - 3.42%
ANN, Inc.*		12,100		401,720
Barnes & Noble, Inc.*		43,800		699,048
Body Central Corp.*		18,000		239,760
Books-A-Million, Inc.*		350		917
Brown Shoe Co., Inc.		25,150		541,480
Build-A-Bear Workshop, Inc.*		3,800		23,066
Children’s Place Retail Stores, Inc. (The)*		10,600		580,880
Citi Trends, Inc.*		33,050		480,216
Conn’s, Inc.*		23,400		1,211,184
Destination Maternity Corp.		2,028		49,889
Destination XL Group, Inc.*		31,500		199,710
Kirkland’s, Inc.*		3,900		67,275

Industry Company	Shares		Value
Specialty Retail (continued)
Office Depot, Inc.*		368,000	$	1,424,160
Pep Boys-Manny, Moe & Jack (The)*		25,000		289,500
Perfumania Holdings, Inc.*		600		3,120
Sonic Automotive, Inc., Class A		24,650		521,101
Stage Stores, Inc.		24,700		580,450
Stein Mart, Inc.		32,400		442,260
TravelCenters of America LLC*		54,150		592,401
West Marine, Inc.*		22,679		249,469
Wet Seal, Inc., Class A (The)*		79,350		373,738
				8,971,344
Textiles, Apparel & Luxury Goods - 1.19%
Crown Crafts, Inc.+		21,000		129,150
Delta Apparel, Inc.*		13,200		186,120
Jones Group, Inc. (The)		36,400		500,500
Perry Ellis International, Inc.		19,800		402,138
Rocky Brands, Inc.		16,150		244,188
Skechers U.S.A., Inc., Class A*		31,600		758,716
Unifi, Inc.*		43,600		901,212
				3,122,024
Thrifts & Mortgage Finance - 4.68%
Astoria Financial Corp.		120,900		1,303,302
Bank Mutual Corp.		121,800		686,952
BankFinancial Corp.		44,100		374,850
Berkshire Hills Bancorp, Inc.		10,000		277,600
Brookline Bancorp, Inc.		30,000		260,400
Cape Bancorp, Inc.		26,100		247,950
Doral Financial Corp.*		56,100		46,563
ESB Financial Corp.		35,649		432,422
ESSA Bancorp, Inc.		35,000		383,600
Federal Agricultural Mortgage Corp., Class C		16,500		476,520
First Defiance Financial Corp.		20,750		467,913
First Financial Northwest, Inc.		26,400		272,184
First Pactrust Bancorp, Inc.		9,100		123,578
Flagstar Bancorp, Inc.*+		59,500		830,620
Flushing Financial Corp.		43,300		712,285
Heritage Financial Group, Inc.		12,200		179,950
Home Bancorp, Inc.*		14,000		259,000
Home Federal Bancorp, Inc.		19,300		245,882

28 Annual Report  |  June 30, 2013

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

Showing percentage of net assets as of June 30, 2013

Industry Company	Shares		Value
Common Stocks (continued)
Thrifts & Mortgage Finance (continued)
Home Loan Servicing Solutions, Ltd.		16,500	$	395,505
Laporte Bancorp, Inc.		11,000		111,100
Meta Financial Group, Inc.		7,300		191,844
MutualFirst Financial, Inc.		8,700		122,670
Northwest Bancshares, Inc.		20,000		270,200
OceanFirst Financial Corp.		50,488		785,089
Provident Financial Holdings, Inc.		26,600		422,408
Provident Financial Services, Inc.		67,400		1,063,572
Provident New York Bancorp		24,200		226,028
Pulaski Financial Corp.		800		7,640
Riverview Bancorp, Inc.*		50,000		125,500
Timberland Bancorp, Inc.		7,000		58,940
United Community Bancorp		10,000		100,000
United Community Financial Corp.*		39,163		182,108
Westfield Financial, Inc.		53,000		371,000
WSFS Financial Corp.		4,870		255,139
				12,270,314
Trading Companies & Distributors - 0.75%
AeroCentury Corp.*		1,100		21,428
Aircastle, Ltd.		56,500		903,435
CAI International, Inc.*		10,000		235,700
Rush Enterprises, Inc., Class A*		21,100		522,225
Willis Lease Finance Corp.*		20,750		280,332
				1,963,120
Wireless Telecommunication Services - 0.59%
Leap Wireless International, Inc.*+		84,300		567,339
NTELOS Holdings Corp.		12,625		207,808
Shenandoah Telecommunications Co.		15,700		261,876
USA Mobility, Inc.		37,300		506,161
				1,543,184
TOTAL COMMON STOCKS - 99.95%				261,943,512
(Cost $216,250,126)
RIGHTS - 0.00%
Federal-Mogul Corp.*D		56,400		12,533
TOTAL RIGHTS - 0.00% (Cost $ — )				12,533

	Rate^			Shares		Value
MONEY MARKET FUND - 0.15%
BlackRock FedFund		0.01	%		384,375	$	384,375
TOTAL MONEY MARKET FUND - 0.15%							384,375
(Cost $384,375)
TOTAL INVESTMENTS - 100.10%						$	262,340,420
(Cost $216,634,501)
Liabilities in Excess of Other Assets - (0.10%)							(252,602	)
NET ASSETS - 100.00%						$	262,087,818

* Non-income producing security.

^ Rate disclosed as of June 30, 2013.

D Security was fair valued under procedures adopted by the Board of Directors (see Note 2).

+ This security or a portion of the security is out on loan as of June 30, 2013. Total loaned securities had a value of $16,851,579 at June 30, 2013.

LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 06/30/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	261,943,512	$	—	$	—	$	261,943,512
Rights		—		12,533		—		12,533
Money Market Fund		—		384,375		—		384,375
TOTAL	$	261,943,512	$	396,908	$	—	$	262,340,420

See Notes to Financial Statements.

www.bridgewayomni.com 29

STATEMENTS OF ASSETS AND LIABILITIES

June 30, 2013

ASSETS	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
Investments at value		$	261,798,243		$	262,340,420
Receivables:
Portfolio securities sold			1,096,139			155,579
Fund shares sold			138,409			449,390
Dividends and interest			191,633			172,749
Prepaid expenses			33,663			38,144
Total assets			263,258,087			263,156,282
LIABILITIES
Payables:
Portfolio securities purchased			1,411,804			895,111
Fund shares redeemed			755,987			-
Accrued Liabilities:
Investment advisory fees			68,566			67,795
Administration fees			6,165			6,203
Directors’ fees			356			309
Other			106,050			99,046
Total liabilities			2,348,928			1,068,464
NET ASSETS		$	260,909,159		$	262,087,818
NET ASSETS REPRESENT
Paid-in capital		$	196,895,097		$	211,156,549
Undistributed net investment income			424,816			599,388
Accumulated net realized gain on investments			7,931,258			4,625,962
Net unrealized appreciation on investments			55,657,988			45,705,919
NET ASSETS		$	260,909,159		$	262,087,818
Shares of common stock outstanding of $.001 par value*			18,491,253			20,556,400
Net asset value, offering price and redemption price per share		$	14.11		$	12.75
Total investments at cost		$	206,140,255		$	216,634,501

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

See Notes to Financial Statements.

30 Annual Report  |  June 30, 2013

STATEMENTS OF OPERATIONS

Year Ended June 30, 2013

	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
INVESTMENT INCOME
Dividends		$	3,892,739			$	3,403,830
Securities lending.			374,292				289,038
Total Investment Income			4,267,031				3,692,868
EXPENSES
Investment advisory fees			1,089,727				951,271
Administration fees			76,266				65,769
Accounting fees			97,415				94,192
Transfer agent fees			15,575				12,587
Professional fees			63,427				53,787
Custody fees			16,310				17,223
Blue sky fees			28,342				31,411
Directors’ and officers’ fees			31,055				26,561
Shareholder servicing fees			195,791				158,265
Reports to shareholders			27,730				21,569
Miscellaneous expenses			50,124				37,945
Total Expenses			1,691,762				1,470,580
Less investment advisory fees waived			(384,005	)			(328,970	)
Net Expenses			1,307,757				1,141,610
NET INVESTMENT INCOME			2,959,274				2,551,258
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments			10,904,743				5,772,987
Change in Unrealized Appreciation (Depreciation) on:
Investments			44,979,070				42,087,918
Net Realized and Unrealized Gain on Investments			55,883,813				47,860,905
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	58,843,087			$	50,412,163

See Notes to Financial Statements.

www.bridgewayomni.com 31

STATEMENTS OF CHANGES IN NET ASSETS

	Omni Small-Cap Value								Omni Tax-Managed Small-Cap Value
	Year Ended June 30,				For the Period August 31, 20111 through				Year Ended June 30,
	2013				June 30, 2012				2013				2012
OPERATIONS
Net investment income		$	2,959,274			$	747,328			$	2,551,258			$	785,043
Net realized gain (loss) on investments			10,904,743				(145,793	)			5,772,987				(827,085	)
Net change in unrealized appreciation (depreciation) on investments			44,979,070				10,678,918				42,087,918				3,181,198
Net increase in net assets resulting from operations			58,843,087				11,280,453				50,412,163				3,139,156
DISTRIBUTIONS:
From net investment income.			(2,835,617	)			(218,329	)			(2,235,902	)			(379,007	)
From net realized gains			(2,196,201	)			-				-				-
Net decrease in net assets resulting from distributions			(5,031,818	)			(218,329	)			(2,235,902	)			(379,007	)
SHARE TRANSACTIONS:
Proceeds from sale of shares			63,805,646				178,590,444				115,641,726				112,796,648
Reinvestment of distributions			5,031,818				218,329				2,235,804				379,007
Cost of shares redeemed			(41,292,281	)			(10,318,190	)			(31,182,289	)			(26,664,208	)
Net increase in net assets resulting from share transactions			27,545,183				168,490,583				86,695,241				86,511,447
Net increase in net assets			81,356,452				179,552,707				134,871,502				89,271,596
NET ASSETS:
Beginning of period			179,552,707				-				127,216,316				37,944,720
End of period*		$	260,909,159			$	179,552,707			$	262,087,818			$	127,216,316
SHARES ISSUED & REDEEMED
Issued			5,217,382				17,113,203				10,437,669				11,927,426
Distributions reinvested			422,842				21,942				206,255				41,833
Redeemed			(3,303,393	)			(980,723	)			(2,748,125	)			(2,861,204	)
Net increase in shares			2,336,831				16,154,422				7,895,799				9,108,055
Outstanding at beginning of period			16,154,422				-				12,660,601				3,552,546
Outstanding at end of period			18,491,253				16,154,422				20,556,400				12,660,601
* Including undistributed net investment income of:		$	424,816			$	508,134			$	599,388			$	455,097

¹Commencement of operations.

See Notes to Financial Statements.

32 Annual Report  |  June 30, 2013

THIS PAGE INTENTIONALLY LEFT BLANK

www.bridgewayomni.com 33

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout the period indicated)

			Income from
			Investment Operations
	Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain\(Loss)			Total from Investment Operations
OMNI SMALL-CAP VALUE
Year Ended June 30, 2013		$11.11		$0.17		$3.12			$3.29
Period Ended June 30, 2012(d)		10.00		0.08		1.06			1.14
OMNI TAX-MANAGED SMALL-CAP VALUE
Year Ended June 30, 2013		10.05		0.15		2.68			2.83
Year Ended June 30, 2012		10.68		0.09		(0.67	)(e)		(0.58	)
Period Ended June 30, 2011(f)		10.00		0.03		0.65			0.68

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

(b) Annualized for periods less than one year.

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

(d) Commenced operations on August 31, 2011.

(e) Realized and unrealized gain (loss) per share do not correlate to the aggregate of the net unrealized gain in the Statements of Changes in Net Assets for the year ended June 30, 2012, primarily due to the timing of the sales and repurchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio.

(f) Commenced operations on December 31, 2010.

See Notes to Financial Statements.

34 Annual Report  |  June 30, 2013

Less Distributions to Shareholders from:													Ratios & Supplemental Data
Net Realized Gain		Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return			Net Assets End of Period (000’s)		Expenses Before Waivers and Reimbursements(b)		Expenses After Waivers and Reimbursements(b)		Net Investment Income After Waivers and Reimbursements(b)		Portfolio Turnover Rate
	$(0.13)		$(0.16	)		$(0.29	)		$14.11		30.08	%(c)		$260,909		0.78%		0.60%		1.36%		34%
	-		(0.03	)		(0.03	)		11.11		11.41	%(c)		179,553		0.84%		0.60%		0.92%		8%
	-		(0.13	)		(0.13	)		12.75		28.43	%(c)		262,088		0.77%		0.60%		1.34%		34%
	-		(0.05	)		(0.05	)		10.05		(5.41	%)(c)		127,216		0.90%		0.60%		0.95%		26%
	-		-			-			10.68		6.80	%(c)		37,945		1.56%		0.60%		0.57%		7%

www.bridgewayomni.com 35

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

1. Organization:

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

Bridgeway is organized as a series fund, with 11 investment funds as of June 30, 2013 (each, a “Bridgeway Fund” and collectively, the “Bridgeway Funds”). Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value, Large-Cap Growth, Blue Chip 35 Index and Managed Volatility Funds are presented in a separate report. The Omni Small-Cap Value Fund and the Omni Tax-Managed Small-Cap Value Fund (each a “Fund” and together, the “Funds”) are presented in this report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of June 30, 2013, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip 35 Index Fund. 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value and Large-Cap Growth Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

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

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

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

2. Significant Accounting Policies:

The following summary of significant accounting policies, followed in the preparation of the financial statements of the Funds, are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Securities, Options 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 trading price for the security on the exchange on which the security last traded. 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.

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

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

When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Funds may be valued at fair value as determined in good faith by or under the direction of the Board of Directors. The valuation assigned to a fair valued security for purposes of calculating the Funds’ 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.

36 Annual Report  |  June 30, 2013

NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2013

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 that invest primarily in securities that are valued at amortized cost. Therefore, the money market funds are classified as Level 2 investments.

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

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the 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 June 30, 2013 is included with each Fund’s Schedule of Investments.

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 year ended June 30, 2013, there were no transfers between Level 1 and Level 2 in any of the Funds. Details regarding transfers into, and transfers out of, Level 3 can be found at the end of each Schedule of Investments for Funds that hold Level 3 securities.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 related to disclosures about offsetting assets and liabilities. In January 2013, FASB issued ASU No. 2013-01, which gives additional clarification to ASU 2011-11. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact these amendments may have on the Funds’ financial statements.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2013

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

As of June 30, 2013, the Funds had securities on loan and related collateral with values shown below:

Bridgeway Fund	Securities on Loan Value			Value of Collateral
Omni Small-Cap Value		$	16,189,276		$	16,700,574
Omni Tax-Managed Small-Cap Value			16,851,579			17,432,607

It is each Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of June 30, 2013, the collateral consisted of an institutional money market fund.

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

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

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

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

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

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

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

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

Expense limitations: The Adviser has agreed to reimburse the Funds for operating expenses and advisory fees above the expense limitations shown in the table below, which are shown as a ratio of net expenses to average net assets, for each Fund, for the year ended June 30, 2013. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

38 Annual Report  |  June 30, 2013

NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2013

Bridgeway Fund	Expense Limitation			Total Waivers and Reimbursements for Year Ending 06/30/13
Omni Small-Cap Value*		0.60	%		$	384,005
Omni Tax-Managed Small-Cap Value*		0.60	%			328,970

*The Funds are authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and that the reimbursements do not cause the Funds to exceed the expense limitation in the agreement. The Omni Small-Cap Value Fund has recoupable expenses of $184,328 and $384,005, which expire on June 30, 2015 and June 30, 2016, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $85,793, $243,003, and $328,970, which expire June 30, 2014, June 30, 2015, and June 30, 2016, respectively.

Other Related Party Transactions: The Bridgeway Funds will engage in inter-portfolio trades between funds when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales for the Funds during the year ended June 30, 2013 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases			Inter-Portfolio Sales
Omni Small-Cap Value		$	13,417,919		$	7,053,328
Omni Tax-Managed Small-Cap Value			14,648,869			4,925,470

The Adviser entered into an Administrative Services Agreement with Bridgeway, pursuant to which the Adviser provides various administrative services to the Funds including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds; (iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Bridgeway Funds, the Adviser is paid an aggregate annual fee of $535,000, payable in equal monthly installments. During the year ended June 30, 2013, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $76,266 and $65,769, respectively.

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

Board of Directors Compensation Independent Directors are paid an annual retainer of $14,000, with an additional retainer of $2,500 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. Independent Directors are paid $6,000 per meeting for meeting fees. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

The Independent Directors each receive this compensation in the form of shares of the Bridgeway Funds, credited to his or her account. Such Directors are reimbursed for any expenses incurred in attending meetings and conferences, as well as expenses for subscriptions or printed materials. The amount of Directors’ fees attributable to each Fund is disclosed in the Statement of Operations.

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NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2013

4. Distribution and Shareholder Servicing Fees:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares pursuant to a Distribution Agreement dated November 12, 2010. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares, pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the year ended June 30, 2013 were as follows:

	Purchases						Sales
	U.S. Government			Other			U.S. Government			Other
Omni Small-Cap Value		$	-		$	102,165,927		$	-		$	75,351,025
Omni Tax-Managed Small-Cap Value			-			152,195,819			-			64,156,234

6. Federal Income Taxes

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

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/ depreciation and the cost of investment securities for tax purposes, including short-term securities at June 30, 2013, were as follows:

	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
Gross appreciation (excess of value over tax cost)		$	61,112,633			$	52,108,554
Gross depreciation (excess of tax cost over value)			(5,455,200	)			(6,435,932	)
Net unrealized appreciation (depreciation)		$	55,657,433			$	45,672,622
Cost of investments for income tax purposes		$	206,140,810			$	216,667,798

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

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

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2013 and June 30, 2012, respectively, are as follows:

	Omni Small-Cap Value						Omni Tax-Managed Small-Cap Value
	Year Ended June 30, 2013			For the Period August 31, 2011 through June 30, 2012			Year Ended June 30, 2013			Year Ended June 30, 2012
Distributions paid from:
Ordinary income		$	2,835,617		$	218,329		$	2,235,902		$	379,007
Long-Term Capital Gain			2,196,201			-			-			-
Total		$	5,031,818		$	218,329		$	2,235,902		$	379,007

40 Annual Report  |  June 30, 2013

NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2013

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Funds will not be subject to expiration and will retain their character as either short-term or long-term capital losses. There are no capital loss carryovers for Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund as of June 30, 2013.

During the fiscal year June 30, 2013, Omni Tax-Managed Small-Cap Value Fund utilized $691,466 of capital loss carrovers.

Components of Accumulated Earnings (Deficit) As of June 30, 2013, the components of accumulated earnings (deficit) on a tax basis were:

	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
Undistributed Net Investment Income		$	424,816		$	599,388
Accumulated Net Realized Gain on Investments*			7,931,813			4,659,259
Net Unrealized Appreciation of Investments			55,657,433			45,672,622
Total		$	64,014,062		$	50,931,269

* Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2014. The Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund have no deferred late-year losses.

For the fiscal year June 30, 2013, the Funds recorded the following reclassifications to the accounts listed below:

	Increase (Decrease)
	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
Paid-in-Capital		$	838,466			$	462,842
Undistributed Net Investment Income			(206,975	)			(171,065	)
Accumulated Net Realized Loss			(631,491	)			(291,777	)

The difference between book and tax components of net assets and the resulting reclassifications were primarily a result of the differing book/tax treatment of the deduction of equalization debits for tax purposes and investments in passive foreign investment companies (PFICs).

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

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 19, 2013. Advances under the Facility are limited to $10,000,000 in total for all Bridgeway Funds, and advances to each Bridgeway Fund shall not exceed certain limits set forth in the credit agreement, including, but not limited to, the maximum amount a Bridgeway Fund is permitted to borrow under the 1940 Act.

The Bridgeway Funds incur a commitment fee of 0.05% per annum on the unused portion of the Facility and interest expense to the extent of amounts borrowed under the Facility. Interest is based on the “Overnight Rate” plus 1.25%. The Overnight Rate means the higher of (a) the Federal Funds rate, (b) the Overnight Eurodollar Rate, or (c) the One-month Eurodollar Rate. The commitment fees are payable quarterly in arrears and are allocated to all participating Bridgeway Funds. Interest expense is charged directly to a Bridgeway Fund, based upon actual amounts borrowed by such Bridgeway Fund.

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NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2013

For the year ended June 30, 2013, borrowings by the Funds under this line of credit were as follows:

Bridgeway Fund	Weighted Average Interest Rate			Weighted Average Loan Balance			Number of Days Outstanding		Interest Expense Incurred1			Maximum Amount Borrowed During the Period
Omni Small-Cap Value		1.45	%		$	519,629		62		$	1,283		$	1,568,000
Omni Tax-Managed Small-Cap Value		1.45	%			1,844,667		6			440			3,750,000

¹ Interest expense is included on the Statements of Operations in Miscellaneous expenses.

There were no outstanding borrowings by the Funds under this line of credit as of June 30, 2013.

8. Subsequent Events

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

42 Annual Report  |  June 30, 2013

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Bridgeway Funds, Inc.

We have audited the accompanying statements of assets and liabilities of the Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund, each a series of Bridgeway Funds, Inc. (the “Funds”), including the schedules of investments, as of June 30, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods presented. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2013 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund as of June 30, 2013, and the results of their operations for the year then ended, the changes in their net assets for each of the years or periods in the two-year period then ended, and financial highlights for each of the years or periods presented, in conformity with accounting principles generally accepted in the United States of America.

BBD, LLP

Philadelphia, Pennsylvania

August 20, 2013

www.bridgewayomni.com 43

OTHER INFORMATION

June 30, 2013 (unaudited)

1. Shareholder Tax Information

Certain tax information regarding the Funds is required to be provided to shareholders based upon each Fund’s income and distributions for the taxable year ended June 30, 2013. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2012.

The Funds report the following items with regard to distributions paid during the fiscal year ended June 30, 2013. All reportings are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

	Omni Small-Cap		Omni Tax-Managed
	Value		Small Cap Value
Corporate Dividends Received Deduction		100.00%		100.00%
Qualified Dividend Income		100.00%		100.00%
Qualified Interest Related Dividends		0.00%		0.00%
Qualified Short Term Capital Gain Dividends		0.00%		0.00%

During the fiscal year ended June 30, 2013, the Funds paid distributions from ordinary income and long-term capital gain which included equalization debits summarized below:

	Omni Small-Cap		Omni Tax-Managed
	Value		Small-Cap Value
Ordinary Income Distributions		$2,835,617		$2,235,902
Equalization Debits Included in Ordinary Income Distributions		239,329		206,972
Long-Term Capital Gain Distributions		2,196,201		-
Equalization Debits Included in Long-Term Capital Gain Distributions		599,137		255,870

2. Proxy Voting

Fund policies and procedures used in determining how to vote proxies relating to the Funds’ securities and a summary of proxies voted by the Funds for the period ended June 30, 2013 are available without a charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov.

3. Fund Holdings

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

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

44 Annual Report  |  June 30, 2013

OTHER INFORMATION (continued)

June 30, 2013 (unaudited)

4. Approval of Investment Management Agreement

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

The Board of Directors (the “Board”) has five regularly scheduled meetings each year and takes into account throughout the year matters bearing on the Management Agreement. The Board and its standing committees also consider at each meeting factors that are relevant to the annual renewal of each Fund’s Management Agreement, including the services and support provided to each Fund and its shareholders.

On May 10, 2013, the Board, including a majority of the Independent Directors, met in person (the “Meeting”) with the Adviser, Company counsel, independent legal counsel (“Independent Legal Counsel”) to the Independent Directors and others to give consideration to information bearing on the continuation of the Management Agreement with respect to the following Funds: Omni Tax-Managed Small-Cap Value Fund and Omni Small-Cap Value Fund. In preparation for the Meeting, the Independent Directors requested that the Adviser provide specific information relevant to their consideration of the renewal of each Fund’s Management Agreement. In response to that request, the Independent Directors were furnished with a wide variety of information with respect to each Fund, including:

• investment performance over various time periods and the fees and expenses of each Fund as compared to a comparable group of funds (the “peer funds”);

• the nature, extent and quality of services provided by the Adviser to each Fund, including investment advisory and administrative services;

• actual management fees paid by each Fund to the Adviser;

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

• the extent to which economies of scale may be present and if so, the degree to which they would be shared with the Fund’s shareholders;

• any “fall out” or ancillary benefits accruing to the Adviser as a result of its relationship with each Fund; and

• information regarding the structure of the advisory fees, the method of computing fees and the frequency of payment of fees and any expense limitation or fee waiver arrangements for each Fund.

The Independent Directors also met telephonically with Independent Legal Counsel prior to the Meeting to review and discuss the information provided by the Adviser and, as a result of the telephonic meeting, requested certain additional information from the Adviser. Moreover, the Independent Directors also met in executive session with Independent Legal Counsel to consider the continuation of the Management Agreement outside the presence of management during the Meeting.

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

• the terms of the Management Agreement, including the services performed by the Adviser in managing each Fund in accordance with each Fund’s investment objectives, policies and restrictions and how those services and fees differ from the Adviser’s services to non-mutual fund accounts, to the extent applicable;

• the services provided by the Adviser under a separate Administrative Services Agreement and the fact that those services were provided at approximately cost to the Funds;

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OTHER INFORMATION (continued)

June 30, 2013 (unaudited)

• the Adviser’s specialized skills and experience in statistical analysis and investment management and trading;

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

• the Adviser’s risk assessment and risk management capabilities;

• the fact that the Adviser continues to use no soft dollars; and

• the financial condition and stability of the Adviser, including supplemental financial information provided upon the request of the Independent Directors periodically during the year.

In examining the nature, extent and quality of the services provided by the Adviser, the Independent Directors were pleased that the Funds continue to have access to the Adviser’s specialized skills and experience in statistical analysis and investment management and trading, and viewed those skills as relatively unique within the investment management industry. The Independent Directors were satisfied that staffing levels at the Adviser were adequate and appropriate in view of the Funds’ operations and noted that recent staffing changes would have no significant impact on the services provided to the Funds.

In examining investment performance, the Independent Directors reviewed performance information as of December 31, 2012 for each Fund and considered the following:

• With regard to the Omni Tax-Managed Small-Cap Value Fund, the Independent Directors noted that, during this Fund’s short operating history, the Fund has lagged its peer funds and benchmark index for the past one year period and has lagged its benchmark index since inception.

• With regard to the Omni Small-Cap Value Fund, the Independent Directors noted that, during this Fund’s short operating history, the Fund has outperformed its peer funds but lagged its benchmark index for the past one year period and outperformed its benchmark index since inception.

In examining fees and expenses, the Independent Directors considered that each Fund’s management fee and total expenses are significantly lower than their respective peer funds.

In examining profitability, the Independent Directors considered that the Adviser was operating each Fund at a loss, which negatively impacted the Adviser’s overall financial results. However, the Independent Directors also considered management’s representations that the Adviser has the financial resources to support ongoing operations and future growth despite currently operating the Funds at a loss.

With regard to economies of scale, the Independent Directors noted that although there are no fee breakpoints in each Fund’s management fee schedule, the Adviser indicated that these Funds were priced low relative to peers and ahead of the economies of scale curve at launch. In view of asset sizes and fee structures, the Independent Directors were satisfied that shareholders were not missing the opportunity to benefit from economies of scale if they were available.

In terms of potential “fall out” or ancillary benefits to the Adviser due to its position as manager of the Funds, the Independent Directors noted that the Adviser continues to use no soft dollars and that its administrative services to the Funds are structured to approximate an at-cost relationship.

After extensive discussion and consideration among themselves, and with the Adviser, Company counsel and Independent Legal Counsel, including during an executive session with Independent Legal Counsel outside the presence of management, the Independent Directors concluded the following:

• the nature, extent and quality of the Adviser’s services were appropriate and consistent with the terms of the Management Agreement and mutual fund industry norms;

46 Annual Report  |  June 30, 2013

OTHER INFORMATION (continued)

June 30, 2013 (unaudited)

• the investment performance of each Fund was acceptable over the short operating history of each Fund;

• the management fees and overall expense levels, after taking into account any applicable management fee and expense waivers, were significantly lower than peer funds;

• the costs of services provided by the Adviser to each Fund were fair and reasonable in relation to the services and benefits provided to each Fund; and

• although there are no breakpoints in each Fund’s fee schedule, shareholders of each Fund were not missing the opportunity to benefit from economies of scale in view of the fact that each Fund was priced low in anticipation of future growth.

Based on all relevant information and factors, the Board, including a majority of its Independent Directors, unanimously approved the renewal of the Management Agreement with respect to each Fund. In view of the broad scope and variety of factors and information, the Directors did not identify any single factor as being of paramount importance in reaching their conclusions and determinations to approve the continuance of the Management Agreement for each Fund. Rather, the approval determinations were made on the basis of each Director’s business judgment after consideration of all of the factors taken in their entirety.

www.bridgewayomni.com 47

DISCLOSURE OF FUND EXPENSES

June 30, 2013 (unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends, or on other distributions. There are no exchange fees. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on January 1, 2013 and held until June 30, 2013.

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

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

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

				Expenses Paid
	Beginning Account	Ending Account	Expense	During Period*
	Value at 1/1/13	Value at 6/30/13	Ratio	1/1/13 - 6/30/13
Bridgeway Omni Small-Cap Value
Actual Fund Return	$1,000.00	$1,184.72	0.60%	$3.25
Hypothetical Fund Return	$1,000.00	$1,021.82	0.60%	$3.01
Bridgeway Omni Tax-Managed Small-Cap Value
Actual Fund Return	$1,000.00	$1,176.20	0.60%	$3.24
Hypothetical Fund Return	$1,000.00	$1,021.82	0.60%	$3.01

* Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent six-month period (181) divided by the number of days in the fiscal year (365).

48 Annual Report  |  June 30, 2013

DIRECTORS & OFFICERS

June 30, 2013

Independent Directors

Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
Kirbyjon Caldwell Age 60	Director	Term: 1 Year Length: 2001 to Present.	Senior Pastor of Windsor Village United Methodist Church, since 1982.	Eleven	American Church Mortgage Company, NRG Energy, Inc., Amegy Bancshares Advisory Board
Karen S. Gerstner Age 58	Director	Term: 1 Year Length: 1994 to Present.	Principal, Karen S. Gerstner & Associates, P.C., since 2004.	Eleven	None
Miles Douglas Harper, III* Age 50	Director	Term: 1 Year Length: 1994 to Present.	Partner, Gainer Donnelly, LLP, since 1998.	Eleven	Calvert Social Investment Fund (8 Portfolios), Calvert Social Index Series, Inc. (1 Portfolio), Calvert Impact Fund (4 Portfolios), Calvert World Values Fund (3 Portfolios)
Evan Harrel Age 52	Director	Term: 1 Year Length: 2006 to Present.	Strategic Advisor, Small Steps Nurturing Center, since June 2012; Executive Director, Small Steps Nurturing Center, 2004 through May 2012.	Eleven	None

www.bridgewayomni.com 49

DIRECTORS & OFFICERS (continued)

June 30, 2013

“Interested” or Affiliated Directors and Officers

Name, Address and Age1	Position(s) Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
Michael D. Mulcahy2 Age 49	President and Director	Term: 1 Year Length: 2003 to Present.	President and Chief Operating Officer, Bridgeway Capital Management, Inc., 10/2010 - present, President, Bridgeway Funds, 6/2005 - present. Director, Secretary and Vice President, Bridgeway Capital Management, Inc., 12/2002 - 10/2010.	Eleven	None
John N. R. Montgomery3 Age 57	Vice President and Director	Term: 1 Year Length: 1993 to Present.	Chairman, Bridgeway Capital Management, Inc., 10/2010 - present, Vice President, Bridgeway Funds, 6/2005 - present. President, Bridgeway Capital Management, Inc., 11/1993 - 10/2010.	Eleven	None

50 Annual Report  |  June 30, 2013

DIRECTORS & OFFICERS (continued)

June 30, 2013

Other Officers

Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Officer	Other Directorships Held by Officer
Richard P. Cancelmo, Jr. Age 55	Vice President	Term: 1 Year Length: 2004 to Present.	Vice President, Bridgeway Funds, 11/2004 - present, Staff member, Bridgeway Capital Management, Inc., since 2000.	N/A	None
Linda G. Giuffré Age 51	Treasurer and Chief Compliance Officer	Term: 1 Year Length: 2004 to Present.	Chief Compliance Officer, Bridgeway Capital Management, Inc., 11/2004 - present, Staff member, Bridgeway Capital Management, Inc., 5/2004 - present.	N/A	None
Deborah L. Hanna Age 48	Secretary	Term: 1 Year Length: 2007 to Present.	Self-employed, accounting and related projects for various organizations, 2001 - present.	N/A	None
Sharon Lester Age 58	Vice President	Term: 1 Year Length: 2011 to Present.	Staff member, Bridgeway Capital Management, Inc., 12/2010 - present. Prior to 12/2010, Director of Portfolio Operations, Invesco.	N/A	None

* Independent Chairman

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

² Michael Mulcahy is a director and officer of Bridgeway Capital Management, Inc., and therefore an interested person of Bridgeway Funds.

³ John Montgomery is chairman, director and majority shareholder of Bridgeway Capital Management, Inc., and therefore an interested person of Bridgeway Funds.

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

The Fund’s Statement of Additional Information includes additional information about the Board and is available, without charge, upon request by calling 1-800-661-3550.

www.bridgewayomni.com 51

BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9860

Providence, RI 02940-8060

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

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

Item 2. Code of Ethics.

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

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

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

Item 3. Audit Committee Financial Expert.

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

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

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $232,000 for the fiscal year ended June 30, 2013 and $227,000 for the fiscal year ended June 30, 2012.

Audit-Related Fees

(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended June 30, 2013 and $0 for the fiscal year ended June 30, 2012.

Tax Fees

(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $22,000 for the fiscal year ended June 30, 2013 and $26,000 for the fiscal year ended June 30, 2012. Tax services include the review of the Funds’ federal income tax returns, the review of the Funds’ federal excise tax returns and the review of required distributions by the Funds.

All Other Fees

(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended June 30, 2013 and $0 for the fiscal year ended June 30, 2012.

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

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

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

(f) Not applicable.

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for the fiscal year ended June 30, 2013 and $0 for the fiscal year ended June 30, 2012.

(h) Not applicable.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

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

(b) The Registrant made no divestments of securities in accordance with section 13(c) of the Investment Company Act of 1940.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

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

(a)(3) Not applicable.

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

(12.other) Not applicable.

SIGNATURES

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

(Registrant)     Bridgeway Funds, Inc.                                                                                                  

By (Signature and Title)*  /s/ Michael D. Mulcahy                                                                            

                                             Michael D. Mulcahy, President and Principal Executive Officer

                                             (principal executive officer)

Date September 3, 2013                                                                                                                      

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

By (Signature and Title)*   /s/ Michael D. Mulcahy                                                                          

                                                 Michael D. Mulcahy, President and Principal Executive Officer

                                                 (principal executive officer)

Date September 3, 2013                                                                                                                        

By (Signature and Title)*   /s/ Linda G. Giuffré                                                                                 

                                                 Linda G. Giuffré, Treasurer and Principal Financial Officer

                                                 (principal financial officer)

Date September 3, 2013                                                                                                                       

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