Bridgeway Funds N-CSRS Certified semi-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, 2013 through December 31, 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
Semi-Annual Report
December 31, 2013 (Unaudited)
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	7
Schedule of Investments	11
ULTRA-SMALL COMPANY FUND
Manager’s Commentary	14
Schedule of Investments	18
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary	23
Schedule of Investments	27
SMALL-CAP MOMENTUM FUND
Manager’s Commentary	39
Schedule of Investments	43
SMALL-CAP GROWTH FUND
Manager’s Commentary	51
Schedule of Investments	55
SMALL-CAP VALUE FUND
Manager’s Commentary	58
Schedule of Investments	62
LARGE-CAP GROWTH FUND
Manager’s Commentary	65
Schedule of Investments	68
BLUE CHIP 35 INDEX FUND
Manager’s Commentary	71
Schedule of Investments	75
MANAGED VOLATILITY FUND
Manager’s Commentary	77
Schedule of Investments	81
Schedule of Options Written	85
STATEMENTS OF ASSETS AND LIABILITIES	90
STATEMENTS OF OPERATIONS	92
STATEMENTS OF CHANGES IN NET ASSETS	94
FINANCIAL HIGHLIGHTS	98
Notes to Financial Statements	107
Other Information	120
Disclosure of Fund Expenses	121

Bridgeway Funds Standardized Returns as of December 31, 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		11.68%		20.65%		42.21%		17.76%		5.61%		13.90%		8/5/1994		0.74%			0.74%
Ultra-Small Company		9.30%		20.08%		55.77%		24.95%		9.41%		16.72%		8/5/1994		1.33%			1.33%
Ultra-Small Co Market		11.29%		22.17%		50.91%		21.25%		7.65%		11.88%		7/31/1997		0.90%	1		0.86%	1
Small-Cap Momentum		8.91%		19.19%		37.07%		NA		NA		18.56%		5/28/2010		5.58%	1		1.06%	1
Small-Cap Growth		6.11%		19.52%		48.52%		16.08%		5.87%		6.05%		10/31/2003		1.13%	1		0.94%	1
Small-Cap Value		10.39%		17.17%		39.72%		20.38%		8.76%		8.89%		10/31/2003		1.03%			1.03%
Large-Cap Growth		9.36%		18.96%		37.19%		19.65%		6.92%		7.15%		10/31/2003		0.90%	1		0.84%	1
Blue Chip 35 Index		11.19%		14.09%		31.67%		16.99%		6.49%		6.41%		7/31/1997		0.27%	1		0.15%	1
Managed Volatility		2.74%		4.11%		9.25%		7.03%		4.01%		4.06%		6/30/2001		1.36%	1		0.95%	1

Bridgeway Funds Returns for Calendar Years 2000 through 2013* (Unaudited)

	2000	2001	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013
Aggressive Investors 1	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%	42.21%
Ultra-Small Company	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%	55.77%
Ultra-Small Co Market	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%	50.91%
Small-Cap Momentum												-0.92%	14.18%	37.07%
Small-Cap Growth					11.59%	18.24%	5.31%	6.87%	-43.48%	15.04%	11.77%	-0.63%	11.05%	48.52%
Small-Cap Value					17.33%	18.92%	12.77%	6.93%	-45.57%	26.98%	16.55%	1.05%	20.99%	39.72%
Large-Cap Growth					6.77%	9.33%	4.99%	19.01%	-45.42%	36.66%	13.34%	-0.71%	16.21%	37.19%
Blue Chip 35 Index	-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%	31.67%
Managed Volatility			-3.51%	17.82%	7.61%	6.96%	6.65%	6.58%	-19.38%	12.39%	5.41%	1.94%	6.46%	9.25%

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 December 31, 2013.

* 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.

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM  

December 31, 2013

Dear Fellow Shareholders,

Hooray!

Well, not exactly. Time to both check our emotions and hit the “reset button” on expectations.

“Hooray!” might seem like an appropriate response to 2013 calendar year returns. Six of our eleven Bridgeway Funds appreciated more than 40% in calendar year 2013. While we understand that positive feels better than negative and more feels better than less, we think it’s more complicated than that. The question we ask to evaluate our Funds is, “Did we perform in accordance with the Fund’s investment objective and design parameters?” Let’s take a quick example: Ultra-Small Company Market Fund. It wasn’t our best performer, but a 50.91% annual return in 2013 commands attention and helps demonstrate our point. The design of the Fund? According to our prospectus, it’s capital appreciation. . . we seek to provide a long-term total return on capital, primarily through capital appreciation, by approximating the total return of our primary benchmark of ultra-small companies over longer time periods. In 2013, the primary market benchmark [more on page 23] was up 48.45%. Four important points: first, over the long term, since 1925, this highly volatile, risky index has returned 13.48% per year (a few percentage points per year better than the S&P 500 Index of large stocks). That’s in the ballpark of what we might anticipate over the very long term — nothing like 50%. Second, to achieve a long term annual return in the low double digits with some years above 50% means that quite a few negative annual returns will be included in the mix. As a matter of fact, 35.2% of all years have been negative index years since 1925. In 2008, the return was down 47.40%. Since we don’t know what any future year will look like and since we don’t believe in market timing, when we have a year like 2013, one way we think of it is “we just banked a cushion against the next downturn.” Third, back to design: due to the difference in turnover between the index and the Fund, we won’t hit the exact index return number in any year — in fact, in any one year we may under- or outperform it substantially. The bottom line: we performed in line with our Fund’s design in 2013. Good job. We’d say the same thing if our index were down 30% and we underperformed slightly. It’s important to understand the investment objective and design of any fund. Ultra-Small Company Market Fund is a high octane, volatile, but nice diversifier of other funds for the right investor. Fourth, let’s pause and hit the reset button.

All corners of the domestic equity markets performed very positively during the latest quarter and last twelve months ended December 31, 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 calendar year. We hope you find them helpful.

Our newest Bridgeway Partner, Dr. Andrew Berkin, is a published expert on tax efficiency. He points out on page 2 that we just passed a very notable milestone in the economic history of our nation: 100 years of tax code. Andy commemorates this event for Bridgeway shareholders by noting five techniques to improve tax efficiency.

Our Chief Investment Officer and founder, John Montgomery, recently attended a course in behavioral finance at Harvard University. His section on page 4 starts, “Wouldn’t it be great if you knew when the market was going to go up or down?”

Bridgeway Partner, Monika Henderson, took part in an event for community transformational change with her children and other Partners at Bridgeway’s annual corporate retreat. See Monika’s insights on page 6.

As always, we appreciate your feedback. We take your comments very seriously and regularly discuss them internally to help in managing our Funds. 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: Domestic equity markets rose in the fourth quarter of 2013, capping one of the best years for stocks since 1995. The quarter ended with the S&P 500 Index up 10.5% and the Dow up 10.2%. For the year, the S&P 500 Index and Dow were up 32.4% and 29.7%, respectively.

Returns across U.S. equity style boxes, as defined by Morningstar, were strong across all styles for the quarter. Large-cap growth stocks led the way, up 11.20%, while mid-cap growth stocks were the laggard, up 6.79%. During the quarter, value slightly outperformed growth, and large-cap stocks were favored over small-cap stocks.

Sector performance for the S&P 500 Index was strong in the fourth quarter. Six out of ten sectors ended the quarter with double-digit returns. Industrials led the way, gaining approximately 13.5%, followed closely by Information Technology, up over 13%, and Consumer Discretionary, up almost 11%. Consumer Staples (up 9%), Energy (up 8%), Telecommunication Services (up 5%), and Utilities (up 3%) were the laggards and the only four sectors not posting double-digit returns.

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

    

100 Years of Tax Efficiency

As 2013 draws to a close, those of us who care about tax efficiency (and that should be about everyone with a taxable account) should note an important anniversary. This year marks the 100th anniversary of the ratification of the Sixteenth Amendment, and with it the inauguration of regular income tax in the United States. This year also most assuredly marks the 100th anniversary of investors seeking greater tax efficiency.

The top tax rate in 1913 was 7% - low by today’s standards but obviously a shock to those used to paying nothing. Before getting too nostalgic, however, that top tax rate rose to 77% in 1917 to help pay for World War I. As the chart below shows, top tax rates have fluctuated widely over the past 100 years from the initial low of 7% to a high of 94% in 1944-5. By historical standards, today’s tax rates are rather moderate.

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

Whether rates are high or low, people have always sought to reduce their taxes. While some methods have been dubious or illegal, perfectly standard, well-established techniques exist to reduce tax payments. Judge Learned Hand, widely regarded as the most quoted judicial philosopher of the 20th century, once noted that “...there is nothing sinister in so arranging one’s affairs as to keep taxes as low as possible...” Indeed, one could argue that many of the provisions of the tax code are there to encourage people to make beneficial decisions. These include incentives to save for retirement, health care and education and thus lessen poverty and reliance on the government, to own a home and create social stability, and to be a long-term investor and help grow business and the economy.

To commemorate 100 years of tax efficiency, some of these common techniques are discussed below. Many of these are well known to both financial advisors and their clients, but listing them provides a reminder of their existence and importance. Much of investing is filled with uncertainty, but taxes are one aspect where an investor has greater control. Utilizing tax-efficient techniques helps keep the overall cost of investing down and leaves more wealth from which to grow and benefit.

1. Utilize tax-advantaged accounts. As previously noted, the tax code provides for tax-advantaged accounts for purposes such as saving for retirement, health care and education. Some of these, such as 401(k) retirement plans, are funded with pre-tax dollars, and taxes are paid at withdrawal. Other plans are funded with after-tax dollars, but no tax is paid upon withdrawal. Generally, the investments grow tax-free.

2. Implement asset location. Investors will generally have money in different accounts, some taxable and others tax advantaged. Rather than holding the same allocation across accounts, locate assets in a tax efficient manner. This often means placing less tax-efficient investments — such as fixed income where the interest payments are taxed at ordinary income rates — in tax-advantaged accounts. More tax-efficient investments, such as low turnover equities, should be considered for taxable accounts. Tax rates now and in the future do matter. For example, placing those equities in a tax-deferred account — perhaps a regular IRA — can also mean they will be taxed at potentially higher income rates upon withdrawal, whereas they would be taxed at lower long-term capital gain rates if held in a taxable account.

3. Consider Roth conversions. The tax code now allows all investors to convert regular IRAs to Roth IRAs. Tax must be paid on the amount converted, but that money is then withdrawn tax-free in retirement. Such conversions may make sense for investors who expect to be in a higher income bracket in retirement. By paying those taxes with money from outside the IRA, the amount of money growing tax-free effectively increases. A big advantage can occur by doing the conversion at the beginning of the year and then waiting until taxes are filed to decide whether to keep the conversion or recharacterize it back to a regular IRA. Because taxes are due on the amount that was converted, if the account has appreciated notably,

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

then taxes are being paid on a lower amount than the IRA is currently worth. If the IRA has declined in value or appreciated only modestly, then it can be recharacterized and the process repeated the following year.

4. Avoid realizing gains. One of the simplest ways to minimize taxes is to avoid realizing gains, as taxes aren’t triggered until a position is sold. By waiting at least a year, short-term capital gains become long-term and are taxed at a lower rate. But delaying gains even longer effectively acts as an interest-free loan from the government. The money not being paid in taxes continues to remain invested. If a portfolio is held until death, then taxes may be avoided altogether, as heirs receive a tax-free step-up in cost basis. Gifting appreciated positions to charity can avoid realizing gains as well. It is important not to let tax considerations overwhelm other decisions, such as desired asset allocation. When positions do need to be trimmed, use tax lot accounting to identify the most tax-efficient lots to be sold.

5. Actively harvest losses. While investors don’t want their holdings to go down, a well-diversified portfolio will typically include some positions that are at a loss. Realizing those losses by selling the positions enhances after-tax returns, as the losses can be offset against realized gains. Excess losses can even help reduce taxable income by up to $3,000 each year. Investors do need to be careful of wash sales, however, as repurchasing a substantially similar security within a 30-day window around the sale invalidates the loss. One study* found that loss harvesting leads to a median of 27% higher final portfolio value after 25 years. The benefits of loss harvesting work well in a wide variety of market conditions**. Opportunities for loss harvesting should be monitored year-round and not just at year end, and should be considered on a lot-by-lot basis.

The aforementioned techniques are common, but can contain some subtleties. Considerations such as the investor’s specific current and future tax rates, retirement plans and cash flows all matter. Tax-efficient investing is a critical part of an overall financial plan and needs to be considered in the context of the plan’s other elements. Investor circumstances, portfolio positioning and tax laws all can change and thus need to be monitored. By doing so, implementing tax-efficient solutions can be quite rewarding and should be an important element of every investment decision.

*Arnott, Robert D., Andrew L. Berkin, and Jia Ye. “Loss Harvesting: What’s It Worth to the Taxable Investor?” The Journal of Wealth Management 3, no. 4 (2001): 10-18.

**Berkin, Andrew L., and Jia Ye. “Tax Management, Loss Harvesting, and HIFO Accounting.” Financial Analysts Journal (2003): 91-102.

Valuing Markets with the CAPE Ratio

The Short Version: The financial media has given a lot of coverage to the concept of timing the market using Robert Shiller’s “CAPE ratio.” As a statistic, we think the CAPE ratio is interesting but it has a number of shortcomings. More importantly, we think the activity of market timing is fraught with severe risk.

Wouldn’t it be great if you knew when the market was going to go up or down?

One statistical measure of overall market valuation, the Shiller Cyclically Adjusted Price to Earnings ratio (“CAPE” ratio) is getting a lot of play in the financial press as “the single best forecaster of long-term future stock returns.” Nobel Prize-winning economist Robert Shiller first published information on the CAPE ratio in 1998 (Robert Shiller, “Valuation Ratios and the Long-Run Stock Market Outlook”). Based on backtesting this ratio to 1871, CAPE has an impressive record. The statistical nature of this forecasting tool has some appeal to statistically focused investment managers such as Bridgeway. So what does Bridgeway think about it?

Plus: Bridgeway’s investment management team likes the concept of valuation — buying stocks at a discount to some measure of a company’s actual worth. Price-to-earnings is among a handful of valuation metrics shown to statistically distinguish cheaper companies from more expensive companies based on long-term price appreciation. However, applying that concept to a whole asset class on an absolute basis rather than to a cross-section of many companies at one point in time may be a bit of a stretch.

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

Minus: While a proven and valid measure of valuation, earnings do have some disadvantages. First, they can be manipulated by management. Second, since accounting standards change over time, a dollar of earnings in 1880 may not mean the same thing as a dollar of earnings in 1990 or in 2014.

Plus: We like the fact that Shiller smoothes earnings across a decade and that the specific calculation takes inflation into consideration.

Minus: We agree with Jeremy Siegel’s critique (“The Shiller CAPE Ratio: A New Look,” presented at the Q Group, October 2013) that significant changes in U.S. accounting standards have resulted in inconsistent corporate earnings estimates over the last decade and a half. Siegel’s analysis doesn’t just stop with criticism, however; he proposes some adjustments and an alternative data set that we believe represent an improvement over the basic CAPE ratio. But . . . it introduces some new problems of its own.

Neutral: Robert Shiller was awarded the Nobel Prize in Economics in 2013. He is a very smart man. But the task of timing the market is a very difficult task. In a Wall Street Journal article (October 20, 2013) published immediately after learning he had received the Nobel Prize, Dr. Shiller said, “I’m just naturally skeptical of people who look impressive.” We think humility in research is extremely important and are even more impressed with Dr. Shiller for this reason. But we still remain skeptical of CAPE, even with his amazing credentials.

What the numbers are telling us: based on historical ranges of the last century and a half, as of December 31, 2013, the CAPE ratio indicates that the stock market is expensive. Using Siegel’s methodology, the stock market is in a “fairly valued” range. What is one to do?

The record of actual CAPE ratio: CAPE has been remarkably effective at predicting the 10-year forward pricing of the stock market from 1871 through today. But the only person we know who has been using the CAPE ratio in real time over the last decade and a half says, “you should think of the CAPE ratio as getting you within a year or two of the actual peak or bottom; don’t think you’ll be getting it right year to year.” The CAPE ratio was never intended to be a short-term indicator of market movements. Recently, however, it seems that people are using it this way. Then there’s the record of Dr. Shiller himself. The CAPE ratio first gained attention when the authors delivered a paper to the Federal Reserve Board of Governors on December 3, 1996, warning that stock prices were running well ahead of earnings, according to Jeremy Siegel. The “sell signal,” if you could call it that, was more than three years early. From December 3, 1996 through the market peak on September 1, 2000, the S&P 500 Index (with dividends reinvested) appreciated 114.71%. In spite of the market rout from 2000 through 2002, the S&P 500 Index has never again touched the December 1996 level, adjusting for dividends. More recently, on May 17, 2011, Shiller stated, “Equity returns will be disappointing over the next decade.” From that date through December 31, 2013, two and a half years later, the S&P 500 Index total return is up 47.3% (15.9% annualized). The decade is far from over yet, but the market will have to fall a long way before the decade he refers to is disappointing. We’ll see, but it causes one to pause.

The bottom line: we believe the basic CAPE ratio is fraught with significant problems. As Jeremy Siegel states, a significant one is with the consistency of data across time, especially due to changes in accounting standards. Even more problematic for us at Bridgeway is the concept of fishing in a bad pond. Bridgeway’s investment management team likes to ask the question, “Is the pond we are fishing in a good one based on history and one’s investment objective?” For example, small-value stocks have done well relative to the broader market over many decades, and may be appropriate for a portion of an investor’s total asset allocation plan. Thus, we would say small value stocks are “a good pond” for an investor with a high risk tolerance or an investor using small value stocks for diversification on the periphery of a well-diversified portfolio. At the other end of the spectrum, initial public offerings tend to underperform the broader market from the opening on the first day of trading. We would say, “the IPO pond is a bad one to fish in.” It doesn’t necessarily mean there aren’t some good fish in the pond, but it may be dangerous to fish there. We think the “market timing pond” is a very bad pond in which to go fishing. Does it mean market timing can’t be done? Not necessarily. But the overall results of many professionals who have tried to do so are abysmal. With this kind of risk, we have to ask, “Even with some promising statistics, is market timing of any kind worth the risk?”

What is that risk? The risk is that the market appreciates very substantially while you’re waiting on the sidelines in cash. Or even worse, that you get whipsawed and end up out of the market as it’s going up, only to reinvest just before it declines. Unlike market risk (historically, if the market goes down, it will bounce back if you are able to wait long enough), market-timing risk can be one-directional (when you lose money, you have a good probability of never getting it back). We believe this is a

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)  

very serious risk. We think the statistics are saying, “The market is either somewhat expensive or it’s not.” But rest assured that that’s not the kind of thinking that drives any of the investment decisions we make at Bridgeway on behalf of fund shareholders.

Transformative Change

Houston Food Bank - authored by Monika Henderson

When you work at Bridgeway, you have many opportunities to better yourself and those around you. In addition to my primary role in Investment Operations, I have had many opportunities through the years to volunteer both locally and internationally. Throughout all of our service projects, I have had wonderful experiences and have met some amazing people. As a result, I know my life is richer, and I am so grateful for these opportunities.

Bridgeway’s last service project was with the Houston Food Bank. It was very special to me, as I had an opportunity to share the experience with my two children. The Houston Food Bank, from its 308,000 square-foot warehouse, feeds 137,000 people each week by delivering food to 600 hunger relief agencies in 18 Texas counties.

My daughter joined me and other Bridgeway Partners one very early Saturday morning, which is not easy for a typical teenager. After our orientation, we were taken to a giant factory-type room filled with hundreds of other volunteers. Our job was to sort different types of boxed foods as they haphazardly zoomed by on a conveyer belt. I felt like Lucy in the “I Love Lucy” episode when Lucy and Ethel were working in the chocolate factory. As I was sifting through all of the food, I looked to my right and saw my daughter with a big smile, moving at a speed I had never seen before. She enjoyed the experience so much that she convinced her younger brother and a friend to join us for the Food Bank’s Friday Family Night. This time our job was to pack “Backpack Buddy” weekend bags for children. Once again, I was pleasantly surprised to see my son packing the bags without any complaints in a speedy manner with such joy on his face.

The next morning, I offered my kids the choice of bagels, pancakes or an omelet. They both looked at me with sad eyes and my son said, “The kids we helped yesterday got only two small boxes of milk, a bag of cereal, two granola bars, two cans of peaches, one can of corn and one can of beef stew for the whole weekend, and they will have to share their food with their family. We are so fortunate to have all this food. We need to go back and do more for them.”

Bridgeway not only has created many opportunities for me to be a better person, but it’s also helping to create the next generation of givers and volunteers.

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Aggressive Investors 1 Fund MANAGER’S COMMENTARY (Unaudited)

December 31, 2013

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 11.68%, outperforming our primary market benchmark, the S&P 500 Index (+10.51%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+10.15%), and the Russell 2000 Index (+8.72%). It was a quarter without correlation spikes. Low to mid correlations in stocks are the historical norm, indicating that stock prices are moving based on individual company fundamentals. It is an environment that is favorable to our investment process, particularly to this Fund. We are pleased with the results.

For the six-month “semi-annual” period ending December 31, 2013, our Fund returned 20.65%, easily outpacing our primary market benchmark, the S&P 500 Index (+16.31%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+19.67%), and the Russell 2000 Index (+19.82%). It was a solid six months of relatively low correlation markets, and we performed well on an absolute and relative basis.

For the calendar year, our Fund returned 42.21%, outperforming our primary market benchmark, the S&P 500 Index (+32.39%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+34.05%), and the Russell 2000 Index (+38.82%). Thanks to an extraordinary year in 2013, we made up a lot of lost ground that was due to the unprecedented high correlation spikes of 2008, 2010, and 2011, as described in our previous shareholder letters. Looking forward, we would expect to experience more periods without high correlation spikes and to navigate spikes with less negative effects, since our model calibration period includes a number of these spikes.

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

Standardized Returns as of December 31, 2013

					Annualized
	Quarter	6 Months	1 Year		5 Years	10 Years	15 Years		Since Inception (8/5/94)
Aggressive Investors 1 Fund	11.68%	20.65%		42.21%	17.76%	5.61%		11.10%		13.90%
S&P 500 Index	10.51%	16.31%		32.39%	17.94%	7.41%		4.68%		9.52%
Russell 2000 Index	8.72%	19.82%		38.82%	20.08%	9.07%		8.42%		9.85%
Lipper Capital Appreciation Funds Index	10.15%	19.67%		34.05%	18.42%	8.17%		5.48%		8.63%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell 2000 Index is an unmanaged, market value weighted index that measures 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 December 31, 2013, Aggressive Investors 1 Fund ranked 32nd of 262 capital appreciation funds for the twelve months ending December 31, 2013, 144th of 221 over the last five years, 134th of 156 over the last ten years, and 2nd of 49 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.

  7 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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 12/31/13

Detailed Explanation of Quarterly Performance

The Short Version: The low correlation market was favorable to a majority of our stock selection models, specifically our value category of models.

Stocks selected by our value category of models were the best performers in the quarter, returning approximately 21% on average. In fact, four of our value holdings returned more than 30%. Higher exposure to momentum stocks resulted in a modest contribution to performance as well.

The Fund was slightly overweighted in the best performing sectors for the quarter, Information Technology and Industrials. Despite underweighting in the Energy sector, holdings within the sector added to the Fund’s strong performance.

Detailed Explanation of Calendar Year Performance

The Short Version: For the calendar year, we outperformed our primary benchmark by 9.82%. Our current positioning, favoring smaller size and higher beta (market risk) companies, helped in the market environment of the calendar year.

Smaller market cap design accounted for about one third of outperformance for the calendar year. The Fund owned significantly more of the stronger performing, smaller cap names than the benchmark. Only one percent of assets were invested in the largest ten percent of names in the S&P 500 Index, which was the worst performing decile for the year. This was a “risk-on” year, which meant that higher beta stocks outperformed lower beta stocks. Our stronger weighting toward higher beta stocks helped. Stock selection in the Consumer Staples and Information Technology sectors also contributed to performance.

  www.bridgeway.com 8

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

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	Lincoln National Corp.	Insurance	2.3%
2	Sealed Air Corp.	Containers & Packaging	2.1%
3	Southwest Airlines Co.	Airlines	2.1%
4	Micron Technology, Inc.	Semiconductors & Semiconductor Equipment	2.0%
5	Goodyear Tire & Rubber Co. (The )	Auto Components	1.6%
6	Pilgrim’s Pride Corp.	Food Products	1.6%
7	Alliance Data Systems Corp.	IT Services	1.5%
8	Gap, Inc. (The)	Specialty Retail	1.4%
9	Delta Air Lines, Inc.	Airlines	1.4%
10	Delphi Automotive PLC	Auto Components	1.4%
	Total		17.4%

Industry Sector Representation as of December 31, 2013

	% of Net Assets		% of S&P 500 Index		Difference
Consumer Discretionary		17.5%		12.5%		5.0%
Consumer Staples		6.1%		9.8%		-3.7%
Energy		7.1%		10.3%		-3.2%
Financials		14.2%		16.2%		-2.0%
Health Care		10.2%		13.0%		-2.8%
Industrials		12.1%		10.9%		1.2%
Information Technology		21.0%		18.6%		2.4%
Materials		7.8%		3.5%		4.3%
Telecommunication Services		3.3%		2.3%		1.0%
Utilities		0.9%		2.9%		-2.0%
Cash & Other Assets		-0.1%		0.0%		-0.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 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. 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.

  9 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

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

  www.bridgeway.com 10

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry   Company	Shares		Value
COMMON STOCKS - 100.29%
Aerospace & Defense - 3.52%
AAR Corp.		109,800		$  3,075,498
Lockheed Martin Corp.		18,000		2,675,880
Moog, Inc., Class A*		43,500		2,955,390
				8,706,768
Airlines - 4.43%
Delta Air Lines, Inc.		125,800		3,455,726
SkyWest, Inc.		159,700		2,368,351
Southwest Airlines Co.		272,400		5,132,016
				10,956,093
Auto Components - 4.26%
Delphi Automotive PLC		57,100		3,433,423
Goodyear Tire & Rubber Co. (The)		167,800		4,002,030
Lear Corp.		38,200		3,093,054
				10,528,507
Automobiles - 0.99%
Ford Motor Co.		158,400		2,444,112
Chemicals - 3.08%
CF Industries Holdings, Inc.		9,778		2,278,665
Ferro Corp.*		185,200		2,376,116
LyondellBasell Industries NV, Class A		36,700		2,946,276
				7,601,057
Commercial Banks - 0.98%
Wells Fargo & Co.		53,400		2,424,360
Computers & Peripherals - 4.21%
Apple, Inc.		4,800		2,693,328
Hewlett-Packard Co.		91,700		2,565,766
Seagate Technology PLC		45,200		2,538,432
Western Digital Corp.		31,100		2,609,290
				10,406,816
Consumer Finance - 2.10%
Discover Financial Services		47,700		2,668,815
SLM Corp.		96,000		2,522,880
				5,191,695
Containers & Packaging - 4.20%
Ball Corp.		49,700		2,567,502
Packaging Corp. of America		40,500		2,562,840
Sealed Air Corp.		153,900		5,240,295
				10,370,637
Distributors - 1.01%
LKQ Corp.*		76,200		2,506,980

Industry   Company	Shares		Value
Diversified Telecommunication Services - 2.46%
Cincinnati Bell, Inc.*		342,500	$	1,219,300
Level 3 Communications, Inc.*		79,600		2,640,332
Verizon Communications, Inc.		45,200		2,221,128
				6,080,760
Electric Utilities - 0.89%
Entergy Corp.		34,600		2,189,142
Electrical Equipment - 1.25%
Rockwell Automation, Inc.		26,200		3,095,792
Electronic Equipment, Instruments & Components - 1.70%
Plexus Corp.*		62,500		2,705,625
ScanSource, Inc.*		35,000		1,485,050
				4,190,675
Energy Equipment & Services - 0.94%
Newpark Resources, Inc.*		189,900		2,333,871
Food & Staples Retailing - 3.45%
Kroger Co. (The)		80,800		3,194,024
Rite Aid Corp.*		471,600		2,386,296
Safeway, Inc.		90,000		2,931,300
				8,511,620
Food Products - 1.60%
Pilgrim’s Pride Corp.*		243,900		3,963,375
Health Care Equipment & Supplies - 1.93%
Cooper Companies, Inc. (The)		18,400		2,278,656
Medtronic, Inc.		43,200		2,479,248
				4,757,904
Health Care Providers & Services - 5.18%
AmerisourceBergen Corp.		40,700		2,861,617
Centene Corp.*		42,400		2,499,480
DaVita HealthCare Partners, Inc.*		42,000		2,661,540
HCA Holdings, Inc.*		55,800		2,662,218
Tenet Healthcare Corp.*		50,000		2,106,000
				12,790,855
Hotels, Restaurants & Leisure - 1.02%
Cracker Barrel Old Country Store, Inc.		23,000		2,531,610
Household Durables - 0.81%
Sony Corp. - Sponsored ADR		115,100		1,990,079

  11 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry   Company	Shares		Value
Common Stocks (continued)
Insurance - 7.70%
Arch Capital Group, Ltd.*		49,900		$2,978,531
Axis Capital Holdings, Ltd.		59,200		2,816,144
Genworth Financial, Inc., Class A*		220,700		3,427,471
Lincoln National Corp.		108,100		5,580,122
Navigators Group, Inc. (The)*		20,400		1,288,464
Prudential Financial, Inc.		31,900		2,941,818
				19,032,550
Internet & Catalog Retail - 0.30%
Orbitz Worldwide, Inc.*		103,800		745,284
Internet Software & Services - 0.71%
EarthLink, Inc.		346,200		1,755,234
IT Services - 4.62%
Alliance Data Systems Corp.*		14,500		3,812,485
Computer Sciences Corp.		46,000		2,570,480
Unisys Corp.*		73,400		2,464,038
Western Union Co. (The)		148,500		2,561,625
				11,408,628
Life Sciences Tools & Services - 1.05%
Illumina, Inc.*		23,500		2,599,570
Machinery - 0.62%
CIRCOR International, Inc.		19,000		1,534,820
Media - 3.29%
Regal Entertainment Group, Class A+		120,900		2,351,505
Time Warner Cable, Inc.		24,200		3,279,100
Twenty-First Century Fox,
Inc., Class A		71,000		2,497,780
				8,128,385
Multiline Retail - 0.98%
Nordstrom, Inc.		39,100		2,416,380
Office Electronics - 1.12%
Xerox Corp.		228,300		2,778,411
Oil, Gas & Consumable Fuels - 6.15%
ConocoPhillips		17,000		1,201,050
Crosstex Energy, Inc.		77,000		2,784,320
Marathon Petroleum Corp.		29,000		2,660,170
Pioneer Natural Resources Co.		12,000		2,208,840
Tesoro Corp.		56,300		3,293,550
Valero Energy Corp.		60,500		3,049,200
				15,197,130

Industry   Company	Shares		Value
Paper & Forest Products - 0.51%
Clearwater Paper Corp.*		24,100	$	1,265,250
Personal Products - 1.04%
Herbalife, Ltd.+		32,500		2,557,750
Pharmaceuticals - 2.04%
Actavis, PLC*		15,100		2,536,800
Eli Lilly & Co.		49,200		2,509,200
				5,046,000
Real Estate Investment Trusts (REITs) - 0.81%
Geo Group, Inc. (The)		61,900		1,994,418
Real Estate Management & Development - 1.03%
Brookfield Asset Management, Class A		65,400		2,539,482
Road & Rail - 1.03%
Arkansas Best Corp.		37,400		1,259,632
Union Pacific Corp.		7,600		1,276,800
				2,536,432
Semiconductors & Semiconductor Equipment - 5.79%
Amkor Technology, Inc.*+		427,800		2,622,414
Intel Corp.		97,100		2,520,716
Magnachip Semiconductor Corp.*		144,900		2,825,550
Micron Technology, Inc.*		224,400		4,882,944
Spansion, Inc., Class A*		105,000		1,458,450
				14,310,074
Software - 2.90%
Activision Blizzard, Inc.		145,400		2,592,482
Electronic Arts, Inc.*		82,900		1,901,726
Splunk, Inc.*		39,000		2,678,130
				7,172,338
Specialty Retail - 2.47%
Best Buy Co., Inc.		65,800		2,624,104
Gap, Inc. (The)		89,000		3,478,120
				6,102,224
Textiles, Apparel & Luxury Goods - 2.42%
G-III Apparel Group, Ltd.*		42,500		3,136,075
Wolverine World Wide, Inc.		83,400		2,832,264
				5,968,339
Thrifts & Mortgage Finance - 1.61%
Flagstar Bancorp, Inc.*		67,900		1,332,198
MGIC Investment Corp.*		312,500		2,637,500
				3,969,698

  www.bridgeway.com 12

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company		Shares	Value
Common Stocks (continued)
Trading Companies & Distributors - 1.22%
United Rentals, Inc.*		38,700		$  3,016,665
Wireless Telecommunication Services - 0.87%
Cellcom Israel, Ltd.+		155,000		2,157,600
TOTAL COMMON STOCKS - 100.29%				247,805,370
(Cost $201,594,977)
	Rate^	Shares	Value
MONEY MARKET FUND - 0.00%
BlackRock FedFund	0.02%	605		605
TOTAL MONEY MARKET FUND -0.00%				605
(Cost $605)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.48%
BNY Mellon Overnight Government Fund	0.01%	3,669,998		3,669,998
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.48%				3,669,998
(Cost $3,669,998)
TOTAL INVESTMENTS - 101.77% (Cost $205,265,580)				$251,475,973
Liabilities in Excess of Other Assets - (1.77%)				(4,380,346	)
NET ASSETS - 100.00%				$247,095,627
*     Non-income producing security. ^    Rate disclosed as of December 31, 2013. +   This security or a portion of the security is out on loan as of December 31, 2013. Total loaned securities had a value of $3,588,226 at December 31, 2013. ADR - American Depositary Receipt PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$247,805,370	$	—	$	—	$247,805,370
Money Market Fund	—		605		—	605
Investments Purchased with Cash Proceeds From Securities Lending	—		3,669,998		—	3,669,998
TOTAL	$247,805,370	$	3,670,603	$	—	$251,475,973

See Notes to Financial Statements.

  13 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

December 31, 2013

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 9.30%, underperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+9.97%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+10.26%), and the Russell 2000 Index (+10.26%). Our Fund outperformed the Russell Microcap Index (+8.72%). It was a poor quarter on a relative basis.

For the six-month “semi-annual” period ending December 31, 2013, our Fund returned 20.08%, underperforming our primary benchmark, the CRSP Cap-Based Portfolio 10 Index (+23.02%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+22.32%), and the Russell 2000 Index (+23.07%). Our Fund outperformed the Russell Microcap Index (+19.82%).

For the calendar year, our Fund was up 55.77%, outperforming all of our benchmarks. It feels good to have a clean sweep for the calendar year and since inception.

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

Standardized Returns as of December 31, 2013

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (8/5/94)
Ultra-Small Company Fund		9.30%		20.08%		55.77%		24.95%		9.41%		16.19%		16.72%
CRSP Cap-Based Portfolio 10 Index		9.97%		23.02%		48.45%		29.52%		10.02%		13.98%		13.47%
Russell Microcap Index		8.72%		19.82%		38.82%		20.08%		9.07%		8.42%		9.85%
Russell 2000 Index		10.26%		23.07%		45.62%		21.05%		6.99%		N/A		N/A
Lipper Micro-Cap Stock Funds Index		10.26%		22.32%		45.79%		22.90%		8.29%		9.25%		N/A

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

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 1,009 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 December 31, 2013, Ultra-Small Company Fund ranked 10th of 68 micro-cap funds for the twelve months ending December 31, 2013, 7th of 50 over the last five years, 9th of 33 over the last ten years, and 1st of 8 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 14

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

(Unaudited)

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 12/31/13

* 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: The Fund’s current weighting of deeper value stocks hurt performance for the quarter.

Design features of the Fund, such as our overweighting of value stocks, hurt the Fund’s performance for the quarter. Additionally, holdings within the Health Care sector detracted from relative performance.

A primary determinant of our performance relative to most other Funds has to do with 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. As shown in the table on the next page, smaller companies (particularly those in the 9th and 10th decile) and the largest companies (those in the 1st decile) shined in a strong performing quarter.

  15 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

CRSP Decile1	Quarter		6 Months		1 Year			5 Years		10 Years		88 Years
1 (ultra-large)		11.04%		16.85%		32.66	%		16.86%		6.97%		9.30%
2		9.88%		17.47%		37.39	%		21.95%		10.15%		10.70%
3		7.81%		17.91%		36.89	%		22.93%		10.12%		11.01%
4		9.33%		19.32%		41.59	%		24.11%		11.06%		11.10%
5		9.10%		20.87%		41.03	%		24.67%		12.13%		11.71%
6		9.93%		19.90%		42.42	%		24.49%		10.49%		11.63%
7		8.89%		18.89%		41.95	%		24.66%		11.21%		11.71%
8		9.47%		21.70%		45.40	%		26.03%		11.62%		11.88%
9		11.04%		24.68%		50.04	%		25.33%		9.63%		11.73%
10 (ultra-small)		9.97%		23.02%		48.45	%		29.52%		10.02%		13.48%

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

The Short Version: Greater exposure to value stocks coupled with strong broad sector performance contributed to an exceptional year.

Strong relative performance, particularly in the Industrial and Energy sectors, played a large part in the Fund handily beating the CRSP Cap-Based Portfolio 10 Index for the calendar year. The Fund was underexposed to the relatively poor performing Financials sector, helping the Fund’s relative performance. Additionally, the Fund’s Financials sector holdings outperformed those of the primary market benchmark.

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	HCI Group, Inc.	Insurance		2.8	%
2	Universal Insurance Holdings, Inc.	Insurance		2.0	%
3	Christopher & Banks Corp.	Specialty Retail		2.0	%
4	Green Plains Renewable Energy, Inc.	Oil, Gas & Consumable Fuels		2.0	%
5	Quicksilver Resources, Inc.	Oil, Gas & Consumable Fuels		1.8	%
6	Addus Homecare Corp.	Health Care Providers & Services		1.8	%
7	Galena Biopharma, Inc.	Biotechnology		1.8	%
8	Barrett Business Services, Inc.	Professional Services		1.4	%
9	Tessco Technologies, Inc.	Communications Equipment		1.3	%
10	Fairpoint Communications, Inc.	Diversified Telecommunication Services		1.3	%
	Total			18.2	%

  www.bridgeway.com 16

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

Industry Sector Representation as of December 31, 2013

	% of Net Assets		% of CRSP 10 Index		Difference
Consumer Discretionary		15.7%		14.1%		1.6%
Consumer Staples		4.4%		3.7%		0.7%
Energy		7.5%		7.5%		0.0%
Financials		19.5%		27.3%		-7.8%
Health Care		13.0%		13.2%		-0.2%
Industrials		16.6%		11.8%		4.8%
Information Technology		17.6%		16.3%		1.3%
Materials		2.3%		3.5%		-1.2%
Telecommunication Services		2.3%		1.7%		0.6%
Utilities		0.3%		1.0%		-0.7%
Cash & Other Assets		0.8%		0.0%		0.8%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 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

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

  17 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Ultra-Small Company Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.23%
Air Freight & Logistics - 0.97%
Pacer International, Inc.*		178,600		$1,475,236
Airlines - 1.02%
Republic Airways Holdings, Inc.*		144,800		1,547,912
Auto Components - 1.61%
Shiloh Industries, Inc.*		33,400		651,300
Stoneridge, Inc.*		51,700		659,175
Strattec Security Corp.		8,900		397,563
Tower International, Inc.*		34,600		740,440
				2,448,478
Biotechnology - 4.64%
ARCA Biopharma, Inc.*		120,000		201,600
AVEO Pharmaceuticals, Inc.*		580,000		1,067,200
Coronado Biosciences, Inc.*+		332,500		874,475
Galena Biopharma, Inc.*+		538,100		2,668,976
OXiGENE, Inc.*+		78,600		198,072
QLT, Inc.+		85,400		475,678
Vanda Pharmaceuticals, Inc.*+		126,500		1,569,865
				7,055,866
Building Products - 0.71%
China Ceramics Co., Ltd.		29,500		71,980
PGT, Inc.*		100,000		1,012,000
				1,083,980
Capital Markets - 2.58%
FBR & Co.*		51,300		1,353,294
Full Circle Capital Corp.+		80,000		564,000
Manning & Napier, Inc.		50,800		896,620
Solar Senior Capital, Ltd.		60,500		1,102,310
				3,916,224
Chemicals - 1.89%
American Pacific Corp.*		36,400		1,356,264
Chase Corp.		17,400		614,220
GSE Holding, Inc.*		216,000		447,120
Gulf Resources, Inc.*		195,100		458,485
				2,876,089
Commercial Banks - 5.70%
1st United Bancorp, Inc.		37,200		283,092
C&F Financial Corp.+		6,700		305,989
Center Bancorp, Inc.		18,300		343,308
Codorus Valley Bancorp, Inc.		7,500		149,250

Industry Company	Shares		Value
Commercial Banks (continued)
Farmers Capital Bank Corp.*		20,000		$    435,000
Fidelity Southern Corp.		22,334		370,968
First Business Financial Services, Inc.		8,400		316,092
First Community Bancshares, Inc.		35,500		592,850
Guaranty Bancorp		17,700		248,685
Heritage Commerce Corp.		29,000		238,960
Independent Bank Corp.*		156,700		1,880,400
Intervest Bancshares Corp.*		56,500		424,315
LCNB Corp.+		16,700		298,429
Metro Bancorp, Inc.*		38,700		833,598
Monarch Financial Holdings, Inc.		24,500		301,595
National Bankshares, Inc.+		1,600		59,024
Old Line Bancshares, Inc.+		10,200		147,900
Old Second Bancorp, Inc.*+		60,100		277,061
Pacific Continental Corp.		3,102		49,446
Premier Financial Bancorp, Inc.		10,500		148,575
Suffolk Bancorp*		17,400		361,920
Trico Bancshares		21,000		595,770
				8,662,227
Commercial Services & Supplies - 3.84%
ARC Document Solutions, Inc.*		200,000		1,644,000
Casella Waste Systems, Inc., Class A*		159,000		922,200
Ceco Environmental Corp.		35,700		577,269
Cenveo, Inc.*+		485,300		1,669,432
Costa, Inc.*		17,600		382,448
Metalico, Inc.*		311,300		644,391
				5,839,740
Communications Equipment - 4.90%
Aviat Networks, Inc.*		303,700		686,362
CalAmp Corp.*		61,500		1,720,155
Clearfield, Inc.*		83,000		1,679,920
KVH Industries, Inc.*		31,000		403,930
Mitel Networks Corp.*+		34,800		351,132
Performance Technologies, Inc.*		97,900		365,656
Tessco Technologies, Inc.		49,100		1,979,712
UTStarcom Holdings Corp.*		91,066		252,253
				7,439,120
Computers & Peripherals - 3.83%
Concurrent Computer Corp.		172,100		1,406,057

  www.bridgeway.com 18

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Computers & Peripherals (continued)
Dot Hill Systems Corp.*		169,000		$    569,530
Hutchinson Technology, Inc.*		428,000		1,369,600
Novatel Wireless, Inc.*		153,900		364,743
Smart Technologies, Inc.,
Class A*+		194,300		425,517
Xyratex, Ltd.		126,500		1,681,185
				5,816,632
Construction & Engineering - 0.02%
UniTek Global Services, Inc.*		15,700		26,062
Construction Materials - 0.22%
U.S. Concrete, Inc.*		15,000		339,450
Diversified Consumer Services - 0.35%
Corinthian Colleges, Inc.*		294,500		524,210
Diversified Financial Services - 0.62%
Gain Capital Holdings, Inc.+		126,100		947,011
Diversified Telecommunication Services - 2.30%
Alaska Communications
Systems Group, Inc.*		452,300		958,876
Fairpoint Communications, Inc.*+		175,000		1,979,250
HickoryTech Corp.		24,900		319,467
PTGi Holding, Inc.		83,500		237,975
				3,495,568
Electrical Equipment - 1.55%
Broadwind Energy, Inc.*		110,300		1,041,232
Highpower International, Inc.*+		142,000		366,360
Lihua International, Inc.*+		115,800		662,376
Orion Energy Systems, Inc.*		42,000		285,600
				2,355,568
Electronic Equipment, Instruments & Components - 2.76%
Agilysys, Inc.*		41,800		581,856
NAPCO Security
Technologies, Inc.*		37,600		236,128
PCM, Inc.*		33,700		346,099
Perceptron, Inc.		111,700		1,549,279
Speed Commerce, Inc.*		317,900		1,484,593
				4,197,955
Energy Equipment & Services - 0.70%
Forbes Energy Services, Ltd.*		47,900		156,633
Global Geophysical
Services, Inc.*		181,000		291,410

Industry Company	Shares		Value
Energy Equipment & Services (continued)
North American Energy Partners, Inc.*		105,100		$    610,631
				1,058,674
Food & Staples Retailing - 0.99%
G. Willi-Food International, Ltd.*+		36,500		299,300
Pantry, Inc. (The)*		71,400		1,198,092
				1,497,392
Food Products - 1.64%
John B. Sanfilippo & Son, Inc.		49,700		1,226,596
Omega Protein Corp.*		93,600		1,150,344
SkyPeople Fruit Juice, Inc.*		62,500		109,375
				2,486,315
Gas Utilities - 0.32%
Gas Natural, Inc.		60,600		486,618
Health Care Equipment & Supplies - 0.98%
Digirad Corp.		205,500		760,350
Kewaunee Scientific Corp.		10,000		156,200
Medical Action Industries, Inc.*		40,000		342,400
MGC Diagnostics Corp.		18,200		230,412
				1,489,362
Health Care Providers & Services - 5.95%
Addus HomeCare Corp.*		122,900		2,759,105
Alliance HealthCare
Services, Inc.*		58,000		1,434,920
BioTelemetry, Inc.*		176,600		1,402,204
Five Star Quality Care, Inc.*		214,900		1,179,801
Providence Service Corp. (The)*		62,700		1,612,644
RadNet, Inc.*		77,300		129,091
Skilled Healthcare Group, Inc., Class A*		109,300		525,733
				9,043,498
Hotels, Restaurants & Leisure - 0.54%
Famous Dave’s of America, Inc.*		25,200		461,160
Frisch’s Restaurants, Inc.		6,400		164,032
MTR Gaming Group, Inc.*		39,000		201,240
				826,432
Household Durables - 0.98%
Bassett Furniture Industries, Inc.		46,100		704,408

  19 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Household Durables (continued)
Dixie Group, Inc. (The)*		59,400		$    784,080
				1,488,488
Household Products - 1.04%
Orchids Paper Products Co.		48,100		1,579,604
Insurance - 6.64%
CNinsure, Inc. - ADR*		72,400		437,296
Crawford & Co., Class B		38,800		358,512
Eastern Insurance Holdings, Inc.		18,700		457,963
Federated National Holding Co.		35,000		512,050
Hallmark Financial Services, Inc.*		32,900		292,316
HCI Group, Inc.+		78,200		4,183,700
Independence Holding Co.		10,100		136,249
Investors Title Co.		4,100		332,018
United Insurance Holdings Corp.		22,500		316,800
Universal Insurance Holdings, Inc.		211,700		3,065,416
				10,092,320
Internet & Catalog Retail - 0.77%
1-800-Flowers.com, Inc., Class A*		183,500		992,735
Vitacost.com, Inc.*		31,700		183,543
				1,176,278
Internet Software & Services - 0.89%
Autobytel, Inc.*		25,600		387,328
BroadVision, Inc.*+		72,749		705,665
TheStreet, Inc.*		113,700		256,962
				1,349,955
IT Services - 2.23%
CSP, Inc.		16,800		135,576
Edgewater Technology, Inc.*		38,300		267,717
Hackett Group, Inc. (The)		51,400		319,194
Information Services Group, Inc.*		271,100		1,149,464
NCI, Inc., Class A*		85,000		562,700
Pfsweb, Inc.*		60,200		546,014
StarTek, Inc.*		62,100		403,029
				3,383,694
Leisure Equipment & Products - 0.13%
Escalade, Inc.		16,600		195,382
Life Sciences Tools & Services - 0.98%
Albany Molecular Research, Inc.*		147,900		1,490,832

Industry Company	Shares		Value
Machinery - 2.99%
Cleantech Solutions International, Inc.*+		47,900		$    261,534
Lydall, Inc.*		39,600		697,752
Manitex International, Inc.*		119,100		1,891,308
MFRI, Inc.*		20,300		291,305
NN, Inc.		69,700		1,407,243
				4,549,142
Media - 3.25%
Dex Media, Inc.*+		151,200		1,025,136
FAB Universal Corp.*D+		285,500		528,175
Lee Enterprises, Inc.*+		354,800		1,231,156
McClatchy Co., Class A (The)*+		270,000		918,000
Reading International, Inc., Class A*		34,800		260,652
Rentrak Corp.*		19,800		750,222
Salem Communications Corp., Class A		26,600		231,420
				4,944,761
Metals & Mining - 0.16%
Sutor Technology Group, Ltd.*		135,200		247,416
Multiline Retail - 1.29%
Bon-Ton Stores, Inc. (The)+		120,500		1,961,740
Oil, Gas & Consumable Fuels - 6.78%
Adams Resources & Energy, Inc.		12,600		863,100
BioFuel Energy Corp.*+		164,800		283,456
Endeavour International Corp.*+		150,000		787,500
Green Plains Renewable Energy, Inc.		153,000		2,966,670
James River Coal Co.*		444,800		600,480
Quicksilver Resources, Inc.*+		909,100		2,790,937
Renewable Energy Group, Inc.*		61,100		700,206
REX American Resources Corp.*		19,800		885,258
Westmoreland Coal Co.*		22,200		428,238
				10,305,845
Personal Products - 0.73%
Female Health Co. (The)		50,000		425,000
Nutraceutical International Corp.*		25,300		677,534
				1,102,534

  www.bridgeway.com 20

Bridgeway Ultra-Small Company Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Pharmaceuticals - 0.44%
Lannett Co., Inc.*		20,000	$	662,000
Professional Services - 1.98%
Barrett Business Services, Inc.		23,200		2,151,568
Dolan Co. (The)*		182,700		127,890
VSE Corp.		15,200		729,752
				3,009,210
Real Estate Investment Trusts (REITs) - 1.51%
Gramercy Property Trust, Inc.*		268,600		1,544,450
Winthrop Realty Trust		67,900		750,295
				2,294,745
Real Estate Management & Development - 0.27%
China Housing & Land Development, Inc.*+		80,000		185,600
ZipRealty, Inc.*		40,000		224,000
				409,600
Road & Rail - 2.48%
Covenant Transportation Group, Inc., Class A*		74,700		613,287
P.A.M. Transportation Services, Inc.*		21,800		451,696
Saia, Inc.*		41,850		1,341,293
USA Truck, Inc.*		101,500		1,358,070
				3,764,346
Semiconductors & Semiconductor Equipment - 1.83%
Actions Semiconductor Co., Ltd. - ADR*		58,000		172,840
Alpha & Omega Semiconductor, Ltd.*		50,000		385,500
Amtech Systems, Inc.*		31,800		221,328
Cascade Microtech, Inc.*		20,000		186,400
MaxLinear, Inc., Class A*		130,600		1,362,158
NeoPhotonics Corp.*		63,200		446,192
				2,774,418
Software - 1.22%
ePlus, Inc.*		15,700		892,388
Evolving Systems, Inc.		23,300		226,942
TeleCommunication Systems, Inc., Class A*		317,000		735,440
				1,854,770

Industry Company	Shares		Value
Specialty Retail - 6.56%
Christopher & Banks Corp.*		350,200	$	2,990,708
Citi Trends, Inc.*		37,000		629,000
Pacific Sunwear of California, Inc.*		376,400		1,257,176
RadioShack Corp.*+		547,000		1,422,200
Trans World Entertainment Corp.*		75,500		333,710
TravelCenters of America LLC*		150,200		1,462,948
Zale Corp.*		118,700		1,871,899
				9,967,641
Thrifts & Mortgage Finance - 2.19%
Alliance Bancorp, Inc. of Pennsylvania		24,400		371,612
Doral Financial Corp.*		17,800		278,748
Fox Chase Bancorp, Inc.		21,000		364,980
IMPAC Mortgage Holdings, Inc.*+		56,800		339,664
Provident Financial Holdings, Inc.		68,000		1,020,000
Pulaski Financial Corp.		21,300		239,838
Territorial Bancorp, Inc.		30,900		716,880
				3,331,722
Transportation Infrastructure - 1.26%
Aegean Marine Petroleum Network, Inc.		171,100		1,919,742
TOTAL COMMON STOCKS - 99.23%				150,791,804
(Cost $109,490,727)

	Rate^			Shares		Value
MONEY MARKET FUND - 1.02%
BlackRock FedFund		0.02	%		1,546,739		1,546,739
TOTAL MONEY MARKET FUND - 1.02%							1,546,739
(Cost $1,546,739)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 17.35%
BNY Mellon Overnight Government Fund		0.01	%		26,371,034		26,371,034
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 17.35%							26,371,034
(Cost $26,371,034)

  21 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Ultra-Small Company Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Value        

TOTAL INVESTMENTS - 117.60%					$178,709,577
(Cost $137,408,500)
Liabilities in Excess of Other Assets - (17.60%)					(26,747,673)
NET ASSETS - 100.00%					$151,961,904
*    Non-income producing security. ^    Rate disclosed as of December 31, 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 December 31, 2013. Total loaned securities had a value of $25,062,522 at December 31, 2013. ADR - American Depositary Receipt LLC - Limited Liability Company Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$150,263,629	$	—	$    528,175	$150,791,804
Money Market Fund	—		1,546,739	—	1,546,739
Investments Purchased with Cash Proceeds From Securities Lending	—		26,371,034	—	26,371,034
TOTAL	$150,263,629	$	27,917,773	$    528,175	$178,709,577

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 06/30/2013		$            —	$	—
Purchases		—		—
Sales		—		—
Realized gain/(loss)		—		—
Change in unrealized appreciation/ (depreciation)1		(348,310)		(348,310)
Transfers in2,3		876,485		876,485
Transfers out		—		—
Balance as of 12/31/2013		$528,175	$	528,175
Net change in unrealized appreciation (depreciation) from investments held as of 12/31/20132		$(348,310)	$	(348,310)

¹  Change in unrealized appreciation/(depreciation) for Level 3 securities is included on the Statements of Operations in the Change in Unrealized Appreciation (Depreciation) on Investments.

²  Transfers in represent 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. The purchase value is used in situations where the investment was not held as of the beginning of the period.

³  Transfer took place as a result of a trading halt.

See Notes to Financial Statements.

  www.bridgeway.com 22

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

(Unaudited)

December 31, 2013

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 11.29%, outperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+9.97%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+10.26%), the Russell 2000 Index (+10.26%), and the Russell Microcap Index (+8.72%). We are pleased with the results on an absolute and relative basis.

For the six-month “semi-annual” period ending December 31, 2013, our Fund returned 22.17%, trailing our primary benchmark, the CRSP Cap-Based Portfolio 10 Index (23.02%), and our peer benchmark, the Lipper Micro-Cap Stock Funds Index (22.32%), and the Russell 2000 Index (23.07%). Our Fund outperformed the Russell Microcap Index (19.82%).

For the calendar year, our Fund returned 50.91%, outperforming all of our benchmarks, the CRSP Cap-Based Portfolio 10 Index (+48.45%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+45.79%), the Russell 2000 Index (+45.62%), and the Russell Microcap Index (+38.82%). This was the third best year for ultra-small stocks since inception.

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

Standardized Returns as of December 31, 2013

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (7/31/97)
Ultra-Small Company Market Fund		11.29%		22.17%		50.91%		21.25%		7.65%		13.24%		11.88%
CRSP Cap-Based Portfolio 10 Index		9.97%		23.02%		48.45%		29.52%		10.02%		13.98%		12.30%
Russell Microcap Index		8.72%		19.82%		38.82%		20.08%		9.07%		8.42%		7.89%
Russell 2000 Index		10.26%		23.07%		45.62%		21.05%		6.99%		N/A		NA
Lipper Micro-Cap Stock Funds Index		10.26%		22.32%		45.79%		22.90%		8.29%		9.25%		8.59%

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

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 1,009 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 December 31, 2013, Ultra-Small Company Market Fund ranked 19th of 68 micro-cap funds for the twelve months ending December 31, 2013, 31st of 50 over the last five years, 27th of 33 over the last ten years, and 3rd of 19 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.

  23 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

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

Russell 2000 Index & Lipper Micro-Cap Stock Funds Index     from Inception 7/31/97 to 12/31/13

* 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: Though more than 80% of our Fund is comprised of ultra-small stocks, we don’t automatically sell them as they appreciate to a higher size range, which helped performance for the quarter.

Nearly 85% of our Fund is currently comprised of ultra-small companies, those the size of companies found in our primary market benchmark. In order to keep Fund turnover low, the Fund’s adviser does not sell a stock immediately when it outgrows the CRSP 10 (ultra-small) size threshold. The resultant size differential added 0.11% to the Fund’s return for the quarter. Our sidestepping models, which seek to avoid up to ten percent of the universe of ultra-small stocks that may go bankrupt or plummet precipitously, also performed favorably.

A primary determinant of our performance relative to most other Funds has to do with 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.

As shown in the table on the next page, smaller companies (particularly those in the 9th and 10th decile) and the largest companies (those in the 1st decile) shined in a strong performing quarter.

  www.bridgeway.com 24

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

(Unaudited)

CRSP Decile1	Quarter		6 Months		1 Year		5 Years		10 Years		88 Years
1 (ultra-large)		11.04%		16.85%		32.66%		16.86%		6.97%		9.30%
2		9.88%		17.47%		37.39%		21.95%		10.15%		10.70%
3		7.81%		17.91%		36.89%		22.93%		10.12%		11.01%
4		9.33%		19.32%		41.59%		24.11%		11.06%		11.10%
5		9.10%		20.87%		41.03%		24.67%		12.13%		11.71%
6		9.93%		19.90%		42.42%		24.49%		10.49%		11.63%
7		8.89%		18.89%		41.95%		24.66%		11.21%		11.71%
8		9.47%		21.70%		45.40%		26.03%		11.62%		11.88%
9		11.04%		24.68%		50.04%		25.33%		9.63%		11.73%
10 (ultra-small)		9.97%		23.02%		48.45%		29.52%		10.02%		13.48%

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

The Short Version: 2013 was the Fund’s second highest return for a calendar year since inception.

CRSP 10 stocks had a very strong run for the year overall. Historically, we have outperformed our primary market in all down years, but outperformed in less than half of the up market years. Not only did we outperform our primary benchmark, but this was the second highest return for a calendar year since inception. Our strategy of avoiding a relatively small percentage of stocks that can be very damaging in downturns, as well as our strategy of not immediately selling stocks that outgrow the CRSP 10 size of ultra-small stocks, added to our performance for the calendar year.

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	Anika Therapeutics, Inc.	Health Care Equipment & Supplies		0.8%
2	Rex American Resources Corp.	Oil, Gas & Consumable Fuels		0.6%
3	AtriCure, Inc.	Health Care Equipment & Supplies		0.6%
4	Famous Dave’s of America, Inc.	Hotels, Restaurants & Leisure		0.6%
5	Utah Medical Products, Inc.	Health Care Equipment & Supplies		0.5%
6	Universal Insurance Holdings, Inc.	Insurance		0.5%
7	Barrett Business Services, Inc.	Professional Services		0.4%
8	Sparton Corp.	Aerospace & Defense		0.4%
9	Oppenheimer Holdings, Inc.	Capital Markets		0.4%
10	NN, Inc.	Machinery		0.4%
	Total			5.2%

  25 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

Industry Sector Representation as of December 31, 2013

	% of Net Assets		% of CRSP 10 Index		Difference
Consumer Discretionary		14.3%		14.1%		0.2%
Consumer Staples		3.5%		3.7%		-0.2%
Energy		6.2%		7.5%		-1.3%
Financials		27.4%		27.3%		0.1%
Health Care		13.2%		13.2%		0.0%
Industrials		12.6%		11.8%		0.8%
Information Technology		15.8%		16.3%		-0.5%
Materials		2.9%		3.5%		-0.6%
Telecommunication Services		1.9%		1.7%		0.2%
Utilities		0.8%		1.0%		-0.2%
Cash & Other Assets		1.5%		0.0%		1.5%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 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 26

Bridgeway Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 98.49%
Aerospace & Defense - 1.42%
Astronics Corp.*		15,200	$	775,200
Astronics Corp., Class B*+		10,258		520,593
CPI Aerostructures, Inc.*		31,479		473,444
Ducommun, Inc.*		25,300		754,193
Erickson Air-Crane, Inc.*+		26,000		540,540
Innovative Solutions & Support, Inc.*		63,454		462,580
LMI Aerospace, Inc.*+		21,400		315,436
Sparton Corp.*		63,300		1,769,235
Sypris Solutions, Inc.		78,400		239,904
Tel-Instrument Electronics Corp.*+		15,000		85,950
				5,937,075
Air Freight & Logistics - 0.24%
Pacer International, Inc.*		104,900		866,474
Radiant Logistics, Inc.*		50,000		134,000
				1,000,474
Airlines - 0.15%
Republic Airways Holdings, Inc.*		57,487		614,536
Auto Components - 1.07%
China XD Plastics Co., Ltd.*+		106,000		557,560
Shiloh Industries, Inc.*		51,250		999,375
SORL Auto Parts, Inc.*+		109,900		437,402
Spartan Motors, Inc.		169,800		1,137,660
Stoneridge, Inc.*		18,244		232,611
Strattec Security Corp.		24,100		1,076,547
UQM Technologies, Inc.*		9,600		20,544
				4,461,699
Automobiles - 0.29%
Kandi Technologies Group, Inc.*+		103,000		1,214,370
Beverages - 0.46%
Craft Brew Alliance, Inc.*		92,200		1,513,924
MGP Ingredients, Inc.		25,862		134,224
Primo Water Corp.*		112,930		297,006
				1,945,154
Biotechnology - 4.00%
Amicus Therapeutics, Inc.*+		115,000		270,250
Anacor Pharmaceuticals, Inc.*+		100,000		1,678,000
Arqule, Inc.*		340,000		731,000
BioCryst Pharmaceuticals, Inc.*		31,664		240,646
BioSpecifics Technologies Corp.*		22,314		483,544

Industry Company	Shares		Value
Biotechnology (continued)
Biota Pharmaceuticals, Inc.*+		79,899	$	334,777
BioTime, Inc.*+		123,800		445,680
Codexis, Inc.*		150,500		210,700
Curis, Inc.*		131,852		371,823
Cytokinetics, Inc.*+		53,633		348,614
Cytori Therapeutics, Inc.*+		200,000		514,000
Durata Therapeutics, Inc.*+		76,150		973,959
Geron Corp.*		125,000		592,500
Harvard Apparatus Regenerative Technology, Inc.*		41,754		198,332
ImmunoCellular Therapeutics, Ltd.*+		70,000		64,750
Immunomedics, Inc.*+		222,900		1,025,340
Inovio Pharmaceuticals, Inc.*+		30,000		87,000
Medgenics, Inc.*+		40,000		239,600
MediciNova, Inc.*		40,000		85,600
Nanosphere, Inc.*		227,300		520,517
Oncothyreon, Inc.*		224,988		395,979
OvaScience, Inc.*+		25,000		228,500
PharmAthene, Inc.*+		178,826		332,616
Progenics Pharmaceuticals, Inc.*		72,400		385,892
Repligen Corp.*		104,500		1,425,380
SIGA Technologies, Inc.*+		148,700		486,249
Synthetic Biologics, Inc.*		40,000		61,200
Targacept, Inc.*		103,900		431,185
Vanda Pharmaceuticals, Inc.*+		104,300		1,294,363
Verastem, Inc.*+		50,000		570,000
Vical, Inc.*		84,976		100,272
XOMA Corp.*+		240,000		1,615,200
				16,743,468
Building Products - 0.47%
Alpha PRO Tech, Ltd.*		106,700		229,405
Insteel Industries, Inc.		25,700		584,161
Patrick Industries, Inc.*		39,800		1,151,414
				1,964,980
Capital Markets - 3.89%
Arlington Asset Investment Corp., Class A		27,400		723,086
Calamos Asset Management, Inc., Class A		53,500		633,440
Diamond Hill Investment Group, Inc.		5,600		662,704
FBR & Co.*		43,175		1,138,957
Fidus Investment Corp.+		36,000		782,640

  27 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Capital Markets (continued)
Gladstone Capital Corp.		78,700	$	755,520
Gladstone Investment Corp.		56,400		454,584
Gleacher & Co., Inc.*		10,000		103,900
Harris & Harris Group, Inc.*		78,000		232,440
Institutional Financial Markets, Inc.		30,000		60,000
JMP Group, Inc.		96,851		716,697
KCAP Financial, Inc.+		93,900		757,773
Ladenburg Thalmann Financial Services, Inc.*		493,000		1,543,090
Manning & Napier, Inc.		44,100		778,365
Medallion Financial Corp.		86,711		1,244,303
MVC Capital, Inc.		58,400		788,400
NGP Capital Resources Co.		93,900		701,433
Oppenheimer Holdings, Inc., Class A		70,650		1,750,707
PennantPark Floating Rate Capital, Ltd.		23,000		315,790
Pzena Investment Management, Inc., Class A		52,800		620,928
Solar Senior Capital, Ltd.		27,200		495,584
SWS Group, Inc.*		166,800		1,014,144
				16,274,485
Chemicals - 1.56%
American Pacific Corp.*		23,900		890,514
Arabian American Development Co.*		74,649		936,845
Chase Corp.		27,800		981,340
China Green Agriculture, Inc.*+		80,000		289,600
Core Molding Technologies, Inc.*		45,100		617,870
Gulf Resources, Inc.*		232,850		547,198
KMG Chemicals, Inc.		40,100		677,289
Landec Corp.*		69,200		838,704
Northern Technologies International Corp.*		7,882		146,211
Penford Corp.*		47,200		606,520
				6,532,091
Commercial Banks - 13.30%
1st Constitution Bancorp*		11,550		126,010
1st United Bancorp, Inc.		104,600		796,006
Access National Corp.		33,500		500,825
American National Bankshares, Inc.		22,100		580,125
American River Bankshares*		39,500		373,275
AmeriServ Financial, Inc.		100,286		303,867
Anchor Bancorp, Inc.*+		10,000		182,900
Arrow Financial Corp.		23,300		618,848

Industry Company	Shares		Value
Commercial Banks (continued)
Bank of Commerce Holdings		75,022	$	428,376
Bank of Kentucky Financial Corp.		16,100		594,090
Bar Harbor Bankshares		12,000		479,880
BCB Bancorp, Inc.		23,500		316,075
Berkshire Bancorp, Inc.		56,132		408,080
Bridge Bancorp, Inc.		30,000		780,000
Bridge Capital Holdings*		36,800		755,872
C&F Financial Corp.+		10,800		493,236
Camden National Corp.		11,800		498,196
Capital City Bank Group, Inc.*		50,390		593,090
Carolina Bank Holdings, Inc.*		27,000		278,100
Center Bancorp, Inc.		49,217		923,311
Centerstate Banks, Inc.		76,866		780,190
Century Bancorp, Inc., Class A		23,272		773,794
Chemung Financial Corp.		19,648		671,372
Citizens Holding Co.		20,670		381,155
CNB Financial Corp.		42,200		801,800
Codorus Valley Bancorp, Inc.		12,600		250,740
Colony Bankcorp, Inc.*		16,668		101,675
ConnectOne Bancorp, Inc.*		12,000		475,560
Eastern Virginia Bankshares, Inc.*		20,536		143,752
Enterprise Bancorp, Inc.		9,502		201,157
Enterprise Financial Services Corp.		49,800		1,016,916
Evans Bancorp, Inc.		14,227		302,039
Farmers Capital Bank Corp.*		67,149		1,460,491
Fidelity Southern Corp.		35,931		596,814
Financial Institutions, Inc.		34,700		857,437
First Bancorp		49,000		814,380
First Bancorp, Inc.		33,300		580,086
First Bancshares, Inc.+		12,794		186,025
First Business Financial Services, Inc.		18,354		690,661
First Community Bancshares, Inc.		50,000		835,000
First Connecticut Bancorp, Inc.		36,400		586,768
First South Bancorp, Inc.*		33,322		259,912
First United Corp.*		9,200		70,288
First West Virginia Bancorp+		8,100		130,005
Firstbank Corp.		10,000		193,400
German American Bancorp, Inc.		23,731		676,333
Guaranty Bancorp		61,440		863,232

  www.bridgeway.com 28

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Hampton Roads Bankshares, Inc.*		420,325	$	735,569
Heritage Commerce Corp.		74,300		612,232
Heritage Financial Corp.		40,560		693,982
Home Federal Bancorp, Inc.		34,800		518,520
Horizon Bancorp		23,500		595,255
Independent Bank Corp.*		70,000		840,000
Intervest Bancshares Corp.*		78,212		587,372
Landmark Bancorp, Inc.		10,398		206,816
LNB Bancorp, Inc.		36,700		368,101
Macatawa Bank Corp.*		81,291		406,455
MainSource Financial Group, Inc.		25,650		462,469
MBT Financial Corp.*		53,906		229,640
Mercantile Bank Corp.		26,700		576,186
Merchants Bancshares, Inc.		28,700		961,450
Metro Bancorp, Inc.*		40,600		874,524
MetroCorp Bancshares, Inc.		48,450		730,141
MidSouth Bancorp, Inc.		35,900		641,174
MidWestOne Financial Group, Inc.		31,300		851,360
MutualFirst Financial, Inc.		9,849		168,713
New Century Bancorp, Inc.*		10,076		69,524
NewBridge Bancorp*		86,806		651,045
North Valley Bancorp*		24,378		460,988
Northeast Bancorp		35,000		335,300
Northrim BanCorp, Inc.		34,700		910,528
Ohio Valley Banc Corp.		19,500		441,675
Old Second Bancorp, Inc.*+		15,000		69,150
OmniAmerican Bancorp, Inc.*		25,000		534,500
Pacific Continental Corp.		53,611		854,559
Pacific Mercantile Bancorp*		54,572		339,438
Pacific Premier Bancorp, Inc.*		48,500		763,390
Park Sterling Corp.		120,700		861,798
Peapack Gladstone Financial Corp.		49,777		950,741
Penns Woods Bancorp, Inc.+		16,400		836,400
Peoples Bancorp of North Carolina, Inc.		25,301		358,768
Peoples Bancorp, Inc.		28,400		639,284
Preferred Bank*		33,680		675,284
Premier Financial Bancorp, Inc.		43,837		620,294
QCR Holdings, Inc.		13,200		230,208
Republic First Bancorp, Inc.*		83,000		247,340
Royal Bancshares of Pennsylvania, Inc., Class A*		35,398		48,849
Salisbury Bancorp, Inc.		2,366		63,314

Industry Company	Shares		Value
Commercial Banks (continued)
Seacoast Banking Corp. of Florida*		67,354	$	821,719
Shore Bancshares, Inc.*		25,000		230,500
Sierra Bancorp		42,900		690,261
Southcoast Financial Corp.*		49,500		294,525
Southern First Bancshares, Inc.*		30,000		400,200
Southern National Bancorpof Virginia, Inc.		55,892		559,479
Southwest Bancorp, Inc.*		73,100		1,163,752
Suffolk Bancorp*		37,000		769,600
Sun Bancorp, Inc.*		221,200		778,624
Univest Corp. of Pennsylvania		21,000		434,280
Washington Banking Co.		74,300		1,317,339
West Bancorporation, Inc.		48,200		762,524
Yadkin Financial Corp.*		38,500		656,040
				55,632,323
Commercial Services & Supplies - 1.89%
AMREP Corp.*+		27,000		188,190
ARC Document Solutions, Inc.*		121,300		997,086
Casella Waste Systems, Inc., Class A*		202,656		1,175,405
Cenveo, Inc.*+		210,600		724,464
Costa, Inc.*		46,000		999,580
Courier Corp.		51,100		924,399
Ecology & Environment, Inc., Class A		3,000		33,390
Fuel Tech, Inc.*		65,000		460,850
Heritage-Crystal Clean, Inc.*		23,000		471,270
Intersections, Inc.		78,184		609,053
Metalico, Inc.*		366,002		757,624
TRC Cos., Inc.*		65,600		468,384
Versar, Inc.*		22,000		106,260
				7,915,955
Communications Equipment - 2.20%
Aviat Networks, Inc.*		228,000		515,280
Bel Fuse, Inc., Class B		25,100		534,881
Clearfield, Inc.*		48,300		977,592
Communications Systems, Inc.		28,900		321,946
Digi International, Inc.*		70,000		848,400
Emcore Corp.*+		23,052		118,026
KVH Industries, Inc.*		60,410		787,142
Meru Networks, Inc.*+		53,500		230,585
Numerex Corp., Class A*		30,000		388,500
Oclaro, Inc.*+		25,200		62,748
PC-Tel, Inc.		87,800		840,246

  29 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Communications Equipment (continued)
Performance Technologies, Inc.*		129,606	$	484,079
ShoreTel, Inc.*		137,000		1,271,360
Tessco Technologies, Inc.		24,500		987,840
Westell Technologies, Inc., Class A*		205,000		830,250
				9,198,875
Computers & Peripherals - 1.33%
Astro-Med, Inc.		32,800		442,472
Avid Technology, Inc.*		66,000		537,900
Concurrent Computer Corp.		55,600		454,252
Datalink Corp.*		57,700		628,930
Dot Hill Systems Corp.*		269,400		907,878
Hutchinson Technology, Inc.*		150,000		480,000
Imation Corp.*		106,100		496,548
Immersion Corp.*		62,900		652,902
Novatel Wireless, Inc.*		78,800		186,756
Qumu Corp.*		21,000		268,800
Transact Technologies, Inc.		25,800		323,274
USA Technologies, Inc.*		111,400		201,634
				5,581,346
Construction & Engineering - 1.11%
Argan, Inc.		44,700		1,231,932
Furmanite Corp.*		160,500		1,704,510
Northwest Pipe Co.*		29,100		1,098,816
Orion Marine Group, Inc.*		2,600		31,278
Sterling Construction Co., Inc.*		49,950		585,913
				4,652,449
Construction Materials - 0.17%
United States Lime & Minerals, Inc.*		11,300		691,221
Consumer Finance - 0.58%
Asta Funding, Inc.		122,300		1,029,766
Atlanticus Holdings Corp.*+		63,961		227,062
Consumer Portfolio Services, Inc.*		97,650		916,933
Imperial Holdings, Inc.*		25,000		163,500
QC Holdings, Inc.		56,600		100,748
				2,438,009
Containers & Packaging - 0.14%
AEP Industries, Inc.*		10,900		575,847
Distributors - 0.42%
Amcon Distributing Co.		2,300		179,400
VOXX International Corp.*		94,001		1,569,817
				1,749,217

Industry Company	Shares		Value
Diversified Consumer Services - 0.74%
Cambium Learning Group, Inc.*		37,250	$	61,835
Career Education Corp.*		92,550		527,535
Carriage Services, Inc.		33,700		658,161
Collectors Universe, Inc.+		26,360		452,074
Corinthian Colleges, Inc.*		253,200		450,696
Learning Tree International, Inc.*		75,400		236,002
Lincoln Educational Services Corp.		78,400		390,432
Universal Technical Institute, Inc.		23,700		329,667
				3,106,402
Diversified Financial Services - 0.76%
California First National Bancorp		21,269		321,162
Gain Capital Holdings, Inc.+		94,400		708,944
Marlin Business Services Corp.		29,500		743,400
MicroFinancial, Inc.		73,200		625,860
Resource America, Inc., Class A		83,600		782,496
				3,181,862
Diversified Telecommunication Services - 1.65%
Alaska Communications Systems Group, Inc.*		303,000		642,360
Cbeyond, Inc.*		90,050		621,345
Hawaiian Telcom Holdco, Inc.*		24,686		725,028
HickoryTech Corp.		53,645		688,266
IDT Corp., Class B		50,567		903,632
Inteliquent, Inc.		100,000		1,142,000
Lumos Networks Corp.		35,000		735,000
ORBCOMM, Inc.*		171,000		1,084,140
Straight Path Communi-cations, Inc., Class B*		42,470		347,829
				6,889,600
Electrical Equipment - 1.31%
Allied Motion Technologies, Inc.+		17,650		219,743
Coleman Cable, Inc.		53,900		1,413,258
Enphase Energy, Inc.*+		60,000		380,400
Espey Manufacturing & Electronics Corp.		5,000		163,200
Global Power Equipment Group, Inc.		13,972		273,432
LSI Industries, Inc.		84,000		728,280
Magnetek, Inc.*		10,000		239,200

  www.bridgeway.com 30

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Electrical Equipment (continued)
PowerSecure International, Inc.*		92,600	$	1,589,942
SL Industries, Inc.		18,200		493,220
				5,500,675
Electronic Equipment, Instruments & Components - 2.64%
Agilysys, Inc.*		62,200		865,824
Echelon Corp.*		229,062		492,483
eMagin Corp.*		56,300		159,329
Frequency Electronics, Inc.*		16,000		186,720
ID Systems, Inc.*		48,000		277,920
IEC Electronics Corp.*		64,500		269,610
Iteris, Inc.*		172,520		362,292
Key Tronic Corp.*		37,200		409,944
LoJack Corp.*		77,150		278,512
Maxwell Technologies, Inc.*		57,700		448,329
Mesa Laboratories, Inc.		9,830		772,441
MOCON, Inc.		12,000		189,600
NAPCO Security Technologies, Inc.*		65,000		408,200
Netlist, Inc.*		63,100		46,694
PAR Technology Corp.*		32,000		174,400
PCM, Inc.*		74,200		762,034
Perceptron, Inc.		23,000		319,010
Pulse Electronics Corp.*+		10,000		28,900
Radisys Corp.*		70,000		160,300
Richardson Electronics, Ltd.		54,211		615,837
SMTC Corp.*		85,000		200,600
Speed Commerce, Inc.*		230,600		1,076,902
Viasystems Group, Inc.*		70,900		969,912
Vishay Precision Group, Inc.*		56,900		847,241
Wayside Technology Group, Inc.		10,000		135,100
Zygo Corp.*		39,200		579,376
				11,037,510
Energy Equipment & Services - 1.55%
Bolt Technology Corp.		65,663		1,445,243
Cal Dive International, Inc.*+		345,300		694,053
Dawson Geophysical Co.*		30,800		1,041,656
Forbes Energy Services, Ltd.*		80,500		263,235
Global Geophysical Services, Inc.*		180,200		290,122
GreenHunter Resources, Inc.*		104,000		120,640
Mitcham Industries, Inc.*		46,300		819,973
Natural Gas Services Group, Inc.*		37,600		1,036,632
TGC Industries, Inc.		104,737		764,580
				6,476,134

Industry Company	Shares		Value
Food & Staples Retailing - 0.68%
Arden Group, Inc., Class A		5,500	$	695,805
Ingles Markets, Inc., Class A		35,800		970,180
Pantry, Inc. (The)*		45,000		755,100
Roundy’s, Inc.		44,041		434,244
				2,855,329
Food Products - 1.51%
Alico, Inc.		14,200		551,954
Farmer Bros. Co.*		42,500		988,550
Griffin Land & Nurseries, Inc.		13,300		443,954
Inventure Foods, Inc.*		44,000		583,440
John B. Sanfilippo & Son, Inc.		33,900		836,652
Lifeway Foods, Inc.+		95,302		1,522,926
Limoneira Co.+		20,000		531,800
Omega Protein Corp.*		69,800		857,842
				6,317,118
Gas Utilities - 0.12%
Delta Natural Gas Co., Inc.		12,388		277,243
Gas Natural, Inc.		30,300		243,309
				520,552
Health Care Equipment & Supplies - 3.25%
Alphatec Holdings, Inc.*		234,888		472,125
Anika Therapeutics, Inc.*		87,439		3,336,672
AtriCure, Inc.*		133,200		2,488,176
Baxano Surgical, Inc.*		204,500		206,545
CryoLife, Inc.		107,270		1,189,624
Cutera, Inc.*		45,200		460,136
Hansen Medical, Inc.*+		170,000		294,100
Kewaunee Scientific Corp.		7,700		120,274
LeMaitre Vascular, Inc.		50,000		400,500
Medical Action Industries, Inc.*		58,500		500,760
RTI Surgical, Inc.*		125,000		442,500
Solta Medical, Inc.*		166,400		490,880
Utah Medical Products, Inc.		35,900		2,052,044
Vascular Solutions, Inc.*		49,300		1,141,295
				13,595,631
Health Care Providers & Services - 2.07%
Addus HomeCare Corp.*		25,000		561,250
Alliance HealthCare Services, Inc.*		22,900		566,546
Almost Family, Inc.*		24,400		788,852
BioTelemetry, Inc.*		137,700		1,093,338
Chindex International, Inc.*		72,700		1,267,161
Cross Country Healthcare, Inc.*		71,000		708,580
Five Star Quality Care, Inc.*		116,900		641,781

  31 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Providers & Services (continued)
LCA-Vision, Inc.*		84,000	$	327,600
PDI, Inc.*		55,000		264,550
Providence Service Corp. (The)*		67,100		1,725,812
RadNet, Inc.*		89,800		149,966
Skilled Healthcare Group, Inc., Class A*		119,798		576,228
				8,671,664
Hotels, Restaurants & Leisure - 2.98%
Ark Restaurants Corp.		9,900		219,285
Carrols Restaurant Group, Inc.*		68,100		450,141
Dover Downs Gaming & Entertainment, Inc.*		152,580		225,818
Einstein Noah Restaurant Group, Inc.		18,581		269,425
Famous Dave’s of America, Inc.*		128,800		2,357,040
Frisch’s Restaurants, Inc.		26,100		668,943
Gaming Partners International Corp.*		56,300		461,097
Isle of Capri Casinos, Inc.*		114,000		1,026,000
Jamba, Inc.*		30,662		381,129
Kona Grill, Inc.*+		67,500		1,250,100
Lakes Entertainment, Inc.*		84,600		334,170
Luby’s, Inc.*		77,100		595,212
Monarch Casino & Resort, Inc.*		42,877		860,970
Morgans Hotel Group Co.*		84,300		685,359
MTR Gaming Group, Inc.*		61,480		317,237
Nathan’s Famous, Inc.*		12,000		604,920
Nevada Gold & Casinos, Inc.*		120,000		164,400
Premier Exhibitions, Inc.*		200,000		232,000
Red Lion Hotels Corp.*		74,900		453,145
Town Sports International Holdings, Inc.		61,087		901,644
				12,458,035
Household Durables - 1.73%
Bassett Furniture Industries, Inc.		74,200		1,133,776
Cobra Electronics Corp.*		30,000		89,550
CSS Industries, Inc.		15,700		450,276
Dixie Group, Inc. (The)*		32,250		425,700
Emerson Radio Corp.*		124,800		237,120
EveryWare Global, Inc.*		50,750		420,210
Flexsteel Industries, Inc.		27,050		831,246
Hooker Furniture Corp.		53,300		889,044
Kid Brands, Inc.*		236,400		241,128

Industry Company	Shares		Value
Household Durables (continued)
Lifetime Brands, Inc.		65,000	$	1,022,450
P&F Industries, Inc., Class A*		10,500		75,600
Stanley Furniture Co., Inc.*		107,783		413,887
Universal Electronics, Inc.*		14,617		557,054
Zagg, Inc.*		100,000		435,000
				7,222,041
Household Products - 0.34%
Oil-Dri Corp. of America		20,800		787,072
Orchids Paper Products Co.+		20,000		656,800
				1,443,872
Independent Power Producers & Energy Traders - 0.24%
American DG Energy, Inc.*		181,811		309,079
Genie Energy, Ltd., Class B*		68,042		694,709
				1,003,788
Insurance - 2.04%
Atlantic American Corp.		14,056		57,489
Crawford & Co., Class B		84,600		781,704
Eastern Insurance Holdings, Inc.		25,600		626,944
Federated National Holding Co.		23,000		336,490
First Acceptance Corp.*		111,700		253,559
Fortegra Financial Corp.*		50,000		413,500
Hallmark Financial Services, Inc.*		80,400		714,354
HCI Group, Inc.+		24,000		1,284,000
Independence Holding Co.		69,190		933,373
Investors Title Co.		3,500		283,430
Phoenix Cos., Inc. (The)*		14,200		871,880
Universal Insurance Holdings, Inc.		136,400		1,975,072
				8,531,795
Internet & Catalog Retail - 1.39%
1-800-Flowers.com, Inc., Class A*		110,000		595,100
CafePress, Inc.*+		49,800		315,234
dELiA*s, Inc.*+		213,100		187,443
Gaiam, Inc., Class A*		45,000		297,900
Geeknet, Inc.*		40,000		723,600
Nutrisystem, Inc.		35,000		575,400
Overstock.com, Inc.*+		13,150		404,888
PetMed Express, Inc.+		46,647		775,740
US Auto Parts Network, Inc.*		54,451		135,038

  www.bridgeway.com 32

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Internet & Catalog Retail (continued)
ValueVision Media, Inc., Class A*		176,286	$	1,232,239
Vitacost.com, Inc.*+		102,000		590,580
				5,833,162
Internet Software & Services - 2.56%
Carbonite, Inc.*		42,400		501,592
iPass, Inc.*		221,100		347,127
Limelight Networks, Inc.*		359,837		712,477
Marchex, Inc., Class B		163,600		1,415,140
QuinStreet, Inc.*		94,125		817,946
RealNetworks, Inc.*		64,000		483,200
Reis, Inc.*		42,100		809,583
Spark Networks, Inc.*+		64,800		399,168
Support.com, Inc.*		136,745		518,264
Synacor, Inc.*+		180,000		441,000
TechTarget, Inc.*		145,900		1,000,874
TheStreet, Inc.*		116,900		264,194
Tucows, Inc., Class A*+		71,150		996,100
Unwired Planet, Inc.*		234,600		323,748
XO Group, Inc.*		54,813		814,521
Zix Corp.*		187,582		855,374
				10,700,308
IT Services - 1.55%
CIBER, Inc.*		185,000		765,900
CSP, Inc.		15,000		121,050
Dynamics Research Corp.*		78,208		897,828
Edgewater Technology, Inc.*		50,900		355,791
Hackett Group, Inc. (The)		119,928		744,753
Information Services Group, Inc.*		196,600		833,584
Innodata, Inc.*		153,455		375,965
Lionbridge Technologies, Inc.*		193,995		1,156,210
Mattersight Corp.*+		30,000		143,700
ModusLink Global Solutions, Inc.*		51,900		297,387
NCI, Inc., Class A*		18,430		122,006
PRGX Global, Inc.*		68,500		460,320
StarTek, Inc.*		30,000		194,700
				6,469,194
Leisure Equipment & Products - 0.40%
Johnson Outdoors, Inc., Class A		25,800		695,310
Marine Products Corp.		2,400		24,120
Nautilus, Inc.*		111,686		941,513
				1,660,943
Life Sciences Tools & Services - 0.80%
Affymetrix, Inc.*		15,450		132,406

Industry Company	Shares		Value
Life Sciences Tools & Services (continued)
Enzo Biochem, Inc.*		201,300	$	587,796
Furiex Pharmaceuticals, Inc.*		6,900		289,869
Harvard Bioscience, Inc.*		167,017		784,980
Pacific Biosciences of California, Inc.*		222,400		1,163,152
pSivida Corp.*+		100,000		397,000
				3,355,203
Machinery - 3.20%
Accuride Corp.*		264,200		985,466
Ampco-Pittsburgh Corp.		24,400		474,580
Commercial Vehicle Group, Inc.*		61,200		444,924
Dynamic Materials Corp.		27,500		597,850
Eastern Co. (The)		33,600		534,912
Energy Recovery, Inc.*		66,700		370,852
FreightCar America, Inc.		29,675		789,948
Gencor Industries, Inc.*		18,500		176,490
Graham Corp.		35,900		1,302,811
Hardinge, Inc.		33,300		481,851
Hurco Cos., Inc.		51,334		1,283,863
Key Technology, Inc.*		20,000		286,600
Lydall, Inc.*		40,000		704,800
Miller Industries, Inc.		49,800		927,774
NN, Inc.		86,100		1,738,359
PMFG, Inc.*		50,000		452,500
Tecumseh Products Co., Class A*		57,700		522,185
Twin Disc, Inc.+		29,600		766,344
Xerium Technologies, Inc.*		33,550		553,240
				13,395,349
Marine - 0.14%
International Shipholding Corp.		19,203		566,488
Media - 1.86%
A.H. Belo Corp., Class A		46,400		346,608
Ballantyne Strong, Inc.*		45,500		210,665
Beasley Broadcasting Group, Inc., Class A		16,000		139,680
Carmike Cinemas, Inc.*		26,800		746,112
Dex Media, Inc.*+		86,451		586,138
Emmis Communications Corp., Class A*		159,500		429,055
Entercom Communications Corp., Class A*+		80,000		840,800
Entravision Communications Corp., Class A		108,800		662,592
Harris Interactive, Inc.*		296,100		592,200

  33 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Media (continued)
Martha Stewart Living Omnimedia, Inc., Class A*+		90,200	$	378,840
McClatchy Co., Class A (The)*+		251,150		853,910
Rentrak Corp.*		22,800		863,892
Saga Communications, Inc., Class A		13,005		654,151
Salem Communications Corp., Class A		53,500		465,450
				7,770,093
Metals & Mining - 0.94%
Friedman Industries, Inc.		68,300		580,550
Great Northern Iron Ore Properties+		4,000		272,400
Noranda Aluminum Holding Corp.		211,650		696,328
Olympic Steel, Inc.		26,100		756,378
Paramount Gold & Silver Corp.*+		23,967		22,332
Synalloy Corp.		25,400		390,144
United States Antimony Corp.*		346,511		682,627
Universal Stainless & Alloy Products, Inc.*		14,928		538,304
				3,939,063
Multiline Retail - 0.25%
ALCO Stores, Inc.*		7,000		65,100
Bon-Ton Stores, Inc. (The)+		59,950		975,986
				1,041,086
Oil, Gas & Consumable Fuels - 4.67%
Adams Resources & Energy, Inc.		22,300		1,527,550
Amyris, Inc.*+		220,000		1,163,800
BPZ Resources, Inc.*		350,000		637,000
Callon Petroleum Co.*		182,800		1,193,684
Double Eagle Petroleum Co.*		79,800		185,934
Emerald Oil, Inc.*		113,000		865,580
Endeavour International Corp.*+		108,000		567,000
Evolution Petroleum Corp.		46,770		577,142
FieldPoint Petroleum Corp.*+		20,000		82,200
James River Coal Co.*+		287,500		388,125
L&L Energy, Inc.*D+		120,100		181,351
Miller Energy Resources, Inc.*+		145,241		1,022,496
Panhandle Oil & Gas, Inc., Class A		23,797		795,058

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Penn Virginia Corp.*		141,000	$	1,329,630
PetroQuest Energy, Inc.*		170,000		734,400
PostRock Energy Corp.*		97,500		113,100
Pyramid Oil Co.*		69,800		352,490
Quicksilver Resources, Inc.*+		311,800		957,226
REX American Resources Corp.*		57,249		2,559,603
Saratoga Resources, Inc.*		80,000		91,200
Uranerz Energy Corp.*+		514,800		658,944
Uranium Energy Corp.*+		220,800		441,600
Vaalco Energy, Inc.*		100,000		689,000
Warren Resources, Inc.*		352,900		1,108,106
Westmoreland Coal Co.*		61,375		1,183,924
Zion Oil & Gas, Inc.*+		81,200		114,492
				19,520,635
Paper & Forest Products - 0.07%
Orient Paper, Inc.+		117,811		306,309
Personal Products - 0.50%
CCA Industries, Inc.		14,100		41,595
Female Health Co. (The)+		43,200		367,200
IGI Laboratories, Inc.*		30,000		91,500
Natural Alternatives International, Inc.*		17,500		97,650
Nutraceutical International Corp.*		37,000		990,860
Synutra International, Inc.*+		25,000		222,000
United-Guardian, Inc.+		10,000		281,200
				2,092,005
Pharmaceuticals - 3.05%
AcelRx Pharmaceuticals, Inc.*+		98,000		1,108,380
Alexza Pharmaceuticals, Inc.*+		50,000		236,500
Alimera Sciences, Inc.*+		121,600		572,736
Ampio Pharmaceuticals, Inc.*+		90,000		641,700
ANI Pharmaceuticals, Inc.*+		23,416		470,193
Cempra, Inc.*		92,500		1,146,075
Cumberland Pharmaceuticals, Inc.*+		67,500		344,925
Durect Corp.*		183,600		317,628
Horizon Pharma, Inc.*+		203,700		1,552,194
Novabay Pharmaceuticals, Inc.*+		121,500		149,445
Omeros Corp.*+		88,595		1,000,237
Pain Therapeutics, Inc.*		216,853		1,053,906
Pozen, Inc.		38,200		307,128

  www.bridgeway.com 34

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Pharmaceuticals (continued)
Sciclone Pharmaceuticals, Inc.*		111,750	$	563,220
Sucampo Pharmaceuticals, Inc., Class A*		104,000		977,600
Supernus Pharmaceuticals, Inc.*+		50,000		377,000
Transcept Pharmaceuticals, Inc.*+		65,000		218,400
XenoPort, Inc.*		150,000		862,500
Zogenix, Inc.*+		256,200		881,328
				12,781,095
Professional Services - 1.65%
Barrett Business Services, Inc.		19,600		1,817,704
CDI Corp.		27,000		500,310
CRA International, Inc.*		54,500		1,079,100
CTPartners Executive Search, Inc.*		27,400		153,440
Franklin Covey Co.*		37,000		735,560
Heidrick & Struggles International, Inc.		50,000		1,007,000
Hill International, Inc.*		95,971		379,085
Mastech Holdings, Inc.		6,250		87,438
RCM Technologies, Inc.*		26,200		182,876
VSE Corp.		20,200		969,802
				6,912,315
Real Estate Investment Trusts (REITs) - 0.20%
Parkway Properties, Inc.		42,899		827,522
Real Estate Management & Development - 0.70%
AV Homes, Inc.*		54,600		992,082
Consolidated-Tomoka Land Co.		21,249		771,126
Maui Land & Pineapple Co., Inc.*		30,000		182,700
Stratus Properties, Inc.*		37,150		636,380
ZipRealty, Inc.*		60,000		336,000
				2,918,288
Road & Rail - 0.59%
Covenant Transportation
Group, Inc., Class A*		60,700		498,347
P.A.M. Transportation Services, Inc.*		14,750		305,620
Providence & Worcester Railroad Co.		5,000		97,800
Quality Distribution, Inc.*		37,000		474,710
USA Truck, Inc.*		35,000		468,300
YRC Worldwide, Inc.*+		36,800		639,216
				2,483,993

Industry Company	Shares		Value
Semiconductors & Semiconductor Equipment - 3.47%
Amtech Systems, Inc.*		57,500	$	400,200
Axcelis Technologies, Inc.*		227,500		555,100
Cascade Microtech, Inc.*		69,700		649,604
Cohu, Inc.		67,043		703,951
CyberOptics Corp.*		19,500		124,020
DSP Group, Inc.*		81,300		789,423
GigOptix, Inc.*		86,010		131,595
GSI Technology, Inc.*		161,417		1,071,809
Integrated Silicon Solution, Inc.*		77,641		938,680
Intermolecular, Inc.*		73,200		360,144
Kopin Corp.*		146,250		617,175
Mattson Technology, Inc.*		191,300		524,162
MaxLinear, Inc., Class A*		65,100		678,993
NeoPhotonics Corp.*		88,511		624,888
Peregrine Semiconductor Corp.*+		90,100		667,641
Pericom Semiconductor Corp.*		75,000		664,500
Pixelworks, Inc.*		88,197		425,110
PLX Technology, Inc.*		113,900		749,462
Rubicon Technology, Inc.*+		37,000		368,150
Sigma Designs, Inc.*		165,000		778,800
STR Holdings, Inc.*		200,000		314,000
Supertex, Inc.*		25,519		639,251
Ultra Clean Holdings, Inc.*		118,377		1,187,321
Vitesse Semiconductor Corp.*		191,000		557,720
				14,521,699
Software - 2.04%
American Software, Inc., Class A		60,700		599,109
Bsquare Corp.*		9,500		34,010
Callidus Software, Inc.*		113,100		1,552,863
Cinedigm Corp.*		231,300		467,226
Digimarc Corp.		23,100		444,906
Exa Corp.*		29,000		384,540
FalconStor Software, Inc.*		100,000		135,000
Globalscape, Inc.		81,700		190,361
Glu Mobile, Inc.*		210,500		818,845
GSE Systems, Inc.*		88,925		142,280
Guidance Software, Inc.*		77,857		786,356
QAD, Inc., Class A		33,000		582,780
QAD, Inc., Class B		8,250		132,165
Rosetta Stone, Inc.*		41,400		505,908
Smith Micro Software, Inc.*		125,400		185,592
TeleCommunication Systems, Inc., Class A*		180,834		419,535
Telenav, Inc.*		110,000		724,900

  35 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Software (continued)
Vringo, Inc.*+		150,000	$	444,000
				8,550,376
Specialty Retail - 1.90%
Big 5 Sporting Goods Corp.		14,200		281,444
Body Central Corp.*		51,839		204,246
Books-A-Million, Inc.*		71,950		166,204
Build-A-Bear Workshop, Inc.*		59,500		449,225
Cache, Inc.*		58,437		317,313
Citi Trends, Inc.*		37,100		630,700
Destination XL Group, Inc.*+		54,600		358,722
MarineMax, Inc.*		30,500		490,440
New York & Co., Inc.*		128,600		561,982
Pacific Sunwear of California, Inc.*		218,749		730,622
Trans World Entertainment Corp.*		62,903		278,031
TravelCenters of America LLC*		120,200		1,170,748
West Marine, Inc.*		72,200		1,027,406
Zale Corp.*		80,200		1,264,754
				7,931,837
Textiles, Apparel & Luxury Goods - 1.01%
American Apparel, Inc.*+		355,350		437,081
Charles & Colvard, Ltd.*		120,900		610,545
Cherokee, Inc.		21,200		292,560
Culp, Inc.		51,016		1,043,277
Delta Apparel, Inc.*		23,000		390,540
DGSE Cos., Inc.*+		48,800		108,824
Lakeland Industries, Inc.*		13,300		70,490
R.G. Barry Corp.		27,600		532,680
Rocky Brands, Inc.		52,200		760,554
				4,246,551
Thrifts & Mortgage Finance - 5.98%
Alliance Bancorp, Inc. of Pennsylvania		22,000		335,060
ASB Bancorp, Inc.*+		21,000		362,250
Banc of California, Inc.		56,200		753,642
Bank Mutual Corp.		129,000		904,290
BankFinancial Corp.		76,279		698,716
Camco Financial Corp.*		58,554		391,141
Cape Bancorp, Inc.		42,102		427,756
Chicopee Bancorp, Inc.		26,500		461,365
Eagle Bancorp Montana, Inc.		6,289		69,053
ESB Financial Corp.		35,278		500,948
ESSA Bancorp, Inc.		61,900		715,564
Federal Agricultural Mortgage Corp., Class C		24,200		828,850

Industry Company	Shares		Value
Thrifts & Mortgage Finance (continued)
First Defiance Financial Corp.		44,900	$	1,166,053
First Financial Northwest, Inc.		61,600		638,792
Fox Chase Bancorp, Inc.		14,133		245,632
Franklin Financial Corp.*		39,600		783,288
Guaranty Federal Bancshares, Inc.*		20,856		225,453
Hampden Bancorp, Inc.		33,500		549,735
Heritage Financial Group, Inc.		41,900		806,575
HF Financial Corp.		12,000		155,400
Hingham Institution for Savings		2,500		196,225
HMN Financial, Inc.*		25,000		262,750
Home Bancorp, Inc.*		48,000		904,800
HomeStreet, Inc.		40,000		800,000
Jefferson Bancshares, Inc. Tn*		10,000		63,000
Lake Shore Bancorp, Inc.		12,150		149,445
Louisiana Bancorp, Inc.*+		19,000		345,230
Meta Financial Group, Inc.		17,155		691,861
Naugatuck Valley Financial Corp.*		28,501		202,927
New Hampshire Thrift Bancshares, Inc.		18,100		276,025
Northeast Community Bancorp, Inc.		55,658		401,851
Ocean Shore Holding Co.		32,100		438,486
OceanFirst Financial Corp.		45,000		770,850
Oneida Financial Corp.+		34,200		434,340
Provident Financial Holdings, Inc.		63,617		954,255
Pulaski Financial Corp.		43,500		489,810
Riverview Bancorp, Inc.*		67,406		195,477
Security National Financial Corp., Class A*		70,000		337,400
SI Financial Group, Inc.		34,276		413,026
Simplicity Bancorp, Inc.		55,114		890,642
Teche Holding Co.		14,440		720,267
Territorial Bancorp, Inc.		22,300		517,360
TF Financial Corp.		13,241		367,967
Timberland Bancorp, Inc.		24,222		233,016
Tree.com, Inc.*		39,700		1,303,748
United Community Bancorp		6,200		70,680
United Community Financial Corp.*		137,800		491,946
United Financial Bancorp, Inc.		1,368		25,842
Waterstone Financial, Inc.*		43,355		481,240
Wayne Savings Bancshares, Inc.+		7,800		84,630

  www.bridgeway.com 36

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry   Company		Shares	Value
Common Stocks (continued)
Thrifts & Mortgage Finance (continued)
Westfield Financial, Inc.		64,100		$    478,186
				25,012,845
Trading Companies & Distributors - 0.62%
BlueLinx Holdings, Inc.*		356,221		694,631
General Finance Corp.*+		60,000		361,800
Houston Wire & Cable Co.		52,900		707,802
Lawson Products, Inc.*		32,400		396,900
Willis Lease Finance Corp.*		24,400		423,584
				2,584,717
Water Utilities - 0.44%
Artesian Resources Corp., Class A		16,330		374,774
York Water Co.		69,850		1,461,960
				1,836,734
Wireless Telecommunication Services - 0.21%
Boingo Wireless, Inc.*+		70,000		448,700
USA Mobility, Inc.		30,000		428,400
				877,100
TOTAL COMMON STOCKS - 98.49%				412,070,492
(Cost $257,635,472)
EXCHANGE TRADED FUND - 0.30%
iShares Micro-Cap ETF+		16,525		1,243,011
TOTAL EXCHANGE TRADED FUND - 0.30%				1,243,011
(Cost $442,002)
	Rate^	Shares	Value
MONEY MARKET FUND - 1.41%
BlackRock FedFund	0.02%	5,916,037		5,916,037
TOTAL MONEY MARKET FUND - 1.41%				5,916,037
(Cost $5,916,037)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 8.64%
BNY Mellon Overnight Government Fund	0.01%	36,128,987		36,128,987
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 8.64%				36,128,987
(Cost $36,128,987)

	Value
TOTAL INVESTMENTS - 108.84%	$	455,358,527
(Cost $300,122,498)
Liabilities in Excess of Other Assets - (8.84%)		(36,966,404	)
NET ASSETS - 100.00%	$	418,392,123

* Non-income producing security.

^ Rate disclosed as of December 31, 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 December 31, 2013. Total loaned securities had a value of $33,849,702 at December 31, 2013.

LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$	411,889,141	$	—	$	181,351	$	412,070,492
Exchange Traded Fund		1,243,011		—		—		1,243,011
Money Market Fund		—		5,916,037		—		5,916,037
Investments Purchased with Cash Proceeds From Securities Lending		—		36,128,987		—		36,128,987
TOTAL	$	413,132,152	$	42,045,024	$	181,351	$	455,358,527

  37 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

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 06/30/2013	$	—		$	—
Purchases		—			—
Sales		—			—
Realized gain/(loss)		—			—
Change in unrealized appreciation/(depreciation)1		(20,417	)		(20,417	)
Transfers in2,3		201,768			201,768
Transfers out		—			—
Balance as of 12/31/2013	$	181,351		$	181,351
Net change in unrealized appreciation (depreciation) from investments held as of 12/31/20132	$	(20,417	)	$	(20,417	)

¹  Change in unrealized appreciation/(depreciation) for Level 3 securities is included on the Statements of Operations in the Change in Unrealized Appreciation (Depreciation) on Investments.

²  Transfers in represent 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. The purchase value is used in situations where the investment was not held as of the beginning of the period.

³  Transfer took place as a result of a trading halt.

See Notes to Financial Statements.

  www.bridgeway.com 38

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

December 31, 2013

Dear Fellow Small-Cap Momentum Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 8.91%, outperforming our primary market benchmark, the Russell 2000 Index (+8.72%). We are pleased with the results on an absolute and relative basis.

For the six-month “semi-annual” period, our Fund was up 19.19%, trailing the Russell 2000 Index (+19.82%). While it was a good six months in absolute terms, we are disappointed with our relative returns.

For the calendar year, our Fund appreciated 37.07%, underperforming the Russell 2000 Index (+38.82%).

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

Standardized Returns as of December 31, 2013

							Annualized
	Quarter		6 Months		1 Year		Since Inception (5/28/10)
Small-Cap Momentum Fund		8.91%		19.19%		37.07%		18.56%
Russell 2000 Index		8.72%		19.82%		38.82%		18.60%

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

The Russell 2000 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 December 31, 2013, Small-Cap Momentum Fund ranked 365th of 718 small-cap core funds for the twelve month period ended December 31, 2013 and 259th of 625 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.

  39 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

Small-Cap Momentum Fund vs. Russell 2000 Index

from Inception 5/31/10 to 12/31/13

Detailed Explanation of Quarterly Performance

The Short Version: Price momentum helped relative returns for the quarter.

The Fund’s performance for the quarter was in line with its design objective. Our exposure to price momentum had a modest effect in an upward trending market. Sector weighting differences between the Fund and our primary market benchmark were minor, however, holdings within the Consumer Staples and Consumer Discretionary sectors positively contributed to performance.

Detailed Explanation of Calendar Year Performance

The Short Version: Price momentum was a plus in the 2013 calendar year. However, the lower risk stocks associated with our risk adjustment strategy had a negative impact in a year that favored high risk.

The Fund performed in line with its design objective for the 2013 calendar year. Our exposure to price momentum helped in an upward trending market. However, the risk-adjustment overlay which leads the fund into less volatile stocks during volatile periods of the market, ended up hurting the Fund. Overweighting and holdings in the high performing Consumer Discretionary sector helped our relative return. Holdings in the Information Technology and Health Care sectors hurt the Fund’s relative performance for the year.

  www.bridgeway.com 40

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

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	NPS Pharmaceuticals, Inc.	Biotechnology		0.8%
2	Dreamworks Animation SKG, Inc.	Media		0.7%
3	Investors Bancorp, Inc.	Commercial Banks		0.7%
4	Webster Financial Corp.	Commercial Banks		0.7%
5	MGIC Investment Corp.	Thrifts & Mortgage Finance		0.7%
6	Buffalo Wild Wings, Inc.	Hotels, Restaurants & Leisure		0.7%
7	MarketAxess Holdings, Inc.	Diversified Financial Services		0.7%
8	MasTec, Inc.	Construction & Engineering		0.7%
9	Berry Plastics Group, Inc.	Containers & Packaging		0.7%
10	Corporate Executive Board Co. (The)	Professional Services		0.7%
	Total			7.1%

Industry Sector Representation as of December 31, 2013

	% of Net Assets	% of Russell 2000 Index	Difference
Consumer Discretionary	20.0%	13.7%	6.3%
Consumer Staples	2.6%	3.8%	-1.2%
Energy	5.3%	5.5%	-0.2%
Financials	23.0%	22.8%	0.2%
Health Care	11.5%	13.2%	-1.7%
Industrials	14.5%	14.5%	0.0%
Information Technology	18.7%	17.8%	0.9%
Materials	3.2%	4.9%	-1.7%
Telecommunication Services	1.0%	0.8%	0.2%
Utilities	0.4%	3.0%	-2.6%
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 December 31, 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.

  41 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

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 42

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares			Value
COMMON STOCKS - 100.09%
Aerospace & Defense - 1.12%
AAR Corp.		600		$	16,806
Astronics Corp.*		250			12,750
GenCorp, Inc.*+		900			16,218
Kratos Defense & Security Solutions, Inc.*		850			6,528
Taser International, Inc.*		800			12,704
					65,006
Air Freight & Logistics - 0.64%
Air Transport Services Group, Inc.*		950			7,686
Pacer International, Inc.*		500			4,130
UTi Worldwide, Inc.		1,450			25,462
					37,278
Airlines - 0.51%
Allegiant Travel Co.		280			29,523
Auto Components - 1.98%
American Axle & Manufacturing Holdings, Inc.*		1,080			22,086
Cooper-Standard Holding, Inc.*+		200			9,822
Dorman Products, Inc.*		450			25,232
Drew Industries, Inc.		350			17,920
Modine Manufacturing Co.*		700			8,974
Remy International, Inc.		500			11,660
Standard Motor Products, Inc.		350			12,880
Tower International, Inc.*		300			6,420
					114,994
Beverages - 0.08%
Craft Brew Alliance, Inc.*		300			4,926
Biotechnology - 3.12%
ACADIA Pharmaceuticals, Inc.*+		1,350			33,737
Celldex Therapeutics, Inc.*		1,250			30,263
Galectin Therapeutics, Inc.*		250			2,020
Ligand Pharmaceuticals, Inc., Class B*		300			15,780
Momenta Pharmaceuticals, Inc.*		780			13,790
NanoViricides, Inc.*+		800			3,840
NPS Pharmaceuticals, Inc.*		1,500			45,540
Prothena Corp. PLC*		350			9,282
Raptor Pharmaceutical Corp.*+		950	��		12,369
TESARO, Inc.*		530			14,967
					181,588

Industry Company	Shares		Value
Building Products - 0.90%
AAON, Inc.		550	$	17,572
American Woodmark Corp.*		250		9,883
Masonite International Corp.*		310		18,600
PGT, Inc.*		650		6,578
				52,633
Capital Markets - 1.17%
Capital Southwest Corp.		250		8,718
Diamond Hill Investment Group, Inc.		50		5,917
FBR & Co.*		162		4,274
FXCM, Inc., Class A		550		9,812
GSV Capital Corp.*+		300		3,627
Hercules Technology Growth Capital, Inc.		900		14,760
TCP Capital Corp.		500		8,390
Triangle Capital Corp.		450		12,442
				67,940
Chemicals - 0.81%
Advanced Emissions Solutions, Inc.*		150		8,134
American Pacific Corp.*		100		3,726
Chase Corp.		150		5,295
Ferro Corp.*		1,350		17,321
FutureFuel Corp.		650		10,270
Penford Corp.*		200		2,570
				47,316
Commercial Banks - 12.26%
Ameris Bancorp*		400		8,444
BancFirst Corp.		250		14,015
Bancorp, Inc. (The)*		550		9,850
BancorpSouth, Inc.		1,300		33,046
Bank of Kentucky Financial Corp.		100		3,690
BBCN Bancorp, Inc.		1,250		20,738
BCB Bancorp, Inc.		150		2,018
BNC Bancorp		350		5,999
Bridge Bancorp, Inc.		150		3,900
C&F Financial Corp.		50		2,284
Capital Bank Financial Corp.*		850		19,338
Central Valley Community Bancorp		150		1,688
Community Bank System, Inc.		600		23,808
CU Bancorp*		150		2,622
Customers Bancorp, Inc.*		320		6,547

  43 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
First Business Financial Services, Inc.		50	$	1,882
First Financial Bankshares, Inc.+		500		33,160
First Financial Holdings, Inc.		400		26,604
First Interstate Bancsystem, Inc.		650		18,441
First of Long Island Corp. (The)		150		6,430
Glacier Bancorp, Inc.		1,150		34,258
Hanmi Financial Corp.		440		9,632
Home BancShares, Inc.		900		33,615
HomeTrust Bancshares, Inc.*		300		4,797
International Bancshares Corp.		1,000		26,390
Intervest Bancshares Corp.*		300		2,253
Investors Bancorp, Inc.		1,650		42,207
LCNB Corp.		100		1,787
MB Financial, Inc.		850		27,276
Mercantile Bank Corp.		150		3,237
Monarch Financial Holdings, Inc.		150		1,846
National Bank Holdings Corp., Class A		680		14,552
OFG Bancorp+		650		11,271
Old Line Bancshares, Inc.		100		1,450
Pacific Continental Corp.		300		4,782
PrivateBancorp, Inc.		1,150		33,270
Renasant Corp.		500		15,730
Sierra Bancorp		200		3,218
Southside Bancshares, Inc.		262		7,163
Suffolk Bancorp*		200		4,160
Sun Bancorp, Inc.*		1,300		4,576
Texas Capital Bancshares, Inc.*		600		37,320
Tompkins Financial Corp.		250		12,848
Trico Bancshares		250		7,092
Umpqua Holdings Corp.+		1,630		31,198
United Community Banks, Inc.*		950		16,862
Webster Financial Corp.		1,340		41,781
Western Alliance Bancorp*		1,290		30,779
Yadkin Financial Corp.*		200		3,408
				713,262
Commercial Services & Supplies - 2.16%
ARC Document Solutions, Inc.*		750		6,165

Industry Company	Shares		Value
Commercial Services & Supplies (continued)
Casella Waste Systems, Inc., Class A*		600	$	3,480
Consolidated Graphics, Inc.*		150		10,116
Courier Corp.		200		3,618
Ennis, Inc.		400		7,080
Mobile Mini, Inc.*		725		29,856
Performant Financial Corp.*		750		7,725
Portfolio Recovery Associates, Inc.*		700		36,988
Quad/Graphics, Inc.		750		20,422
				125,450
Communications Equipment - 0.57%
Alliance Fiber Optic Products, Inc.+		250		3,762
CalAmp Corp.*		550		15,384
Clearfield, Inc.*		200		4,048
Tessco Technologies, Inc.		150		6,048
Westell Technologies, Inc., Class A*		900		3,645
				32,887
Computers & Peripherals - 0.53%
Dot Hill Systems Corp.*		850		2,865
Electronics for Imaging, Inc.*		725		28,079
				30,944
Construction & Engineering - 1.02%
Dycom Industries, Inc.*		500		13,895
Furmanite Corp.*		600		6,372
MasTec, Inc.*		1,200		39,264
				59,531
Construction Materials - 0.11%
United States Lime & Minerals, Inc.*		100		6,117
Consumer Finance - 1.28%
Encore Capital Group, Inc.*		400		20,104
Green Dot Corp., Class A*		550		13,832
Nelnet, Inc., Class A		725		30,552
Nicholas Financial, Inc.		200		3,148
Regional Management Corp.*		200		6,786
				74,422
Containers & Packaging - 1.31%
Berry Plastics Group, Inc.*		1,650		39,253

  www.bridgeway.com 44

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Containers & Packaging (continued)
Greif, Inc.		700	$	36,680
				75,933
Distributors - 0.36%
Core-Mark Holding Co., Inc.		200		15,186
VOXX International Corp.*		350		5,845
				21,031
Diversified Consumer Services - 1.64%
Ascent Capital Group, Inc., Class A*		200		17,112
Bridgepoint Education, Inc.*		681		12,061
Capella Education Co.		200		13,288
Collectors Universe, Inc.		150		2,572
Education Management Corp.*		1,950		19,676
Grand Canyon Education, Inc.*		700		30,520
				95,229
Diversified Financial Services - 1.11%
Gain Capital Holdings, Inc.		650		4,881
Interactive Brokers Group, Inc., Class A		800		19,472
MarketAxess Holdings, Inc.		600		40,122
				64,475
Diversified Telecommunication Services - 1.00%
8X8, Inc.*		1,300		13,208
Cogent Communications Group, Inc.		650		26,267
IDT Corp., Class B		350		6,254
Inteliquent, Inc.		450		5,139
Lumos Networks Corp.		350		7,350
				58,218
Electrical Equipment - 0.79%
Capstone Turbine Corp.*		4,800		6,192
Polypore International, Inc.*+		700		27,230
Power Solutions International, Inc.*		150		11,265
SL Industries, Inc.		50		1,355
				46,042
Electronic Equipment, Instruments & Components - 1.44%
Agilysys, Inc.*		300		4,176
Benchmark Electronics, Inc.*		850		19,618
CTS Corp.		500		9,955
Methode Electronics, Inc.		450		15,385
NAPCO Security Technologies, Inc.*		300		1,884

Industry Company	Shares		Value
Electronic Equipment, Instruments & Components (continued)
OSI Systems, Inc.*		300	$	15,933
Research Frontiers, Inc.*		350		2,023
Speed Commerce, Inc.*		850		3,970
TTM Technologies, Inc.*		1,250		10,725
				83,669
Energy Equipment & Services - 1.64%
Era Group, Inc.*		300		9,258
Hornbeck Offshore Services, Inc.*		570		28,061
Natural Gas Services Group, Inc.*		200		5,514
SEACOR Holdings, Inc.*		300		27,360
Tesco Corp.*		500		9,890
TETRA Technologies, Inc.*		1,250		15,450
				95,533
Food & Staples Retailing - 1.69%
Andersons, Inc. (The)		275		24,522
Arden Group, Inc., Class A		40		5,060
Chefs’ Warehouse, Inc. (The)*		340		9,914
Natural Grocers by Vitamin Cottage, Inc.*+		350		14,858
Roundy’s, Inc.		700		6,902
Spartan Stores, Inc.		560		13,597
Weis Markets, Inc.		450		23,652
				98,505
Food Products - 0.30%
Annie’s, Inc.*		250		10,760
Inventure Foods, Inc.*		300		3,978
Liberator Medical Holdings, Inc.		650		2,710
				17,448
Health Care Equipment & Supplies - 3.86%
ABIOMED, Inc.*		600		16,044
Anika Therapeutics, Inc.*		250		9,540
Biolase, Inc.*		2		6
Cyberonics, Inc.*		450		29,480
Derma Sciences, Inc.*		300		3,246
DexCom, Inc.*		1,000		35,410
Globus Medical, Inc.*		1,350		27,243
Greatbatch, Inc.*		400		17,696
Insulet Corp.*		790		29,309
LeMaitre Vascular, Inc.		250		2,002
NuVasive, Inc.*		700		22,631
Quidel Corp.*		450		13,900
Staar Surgical Co.*		500		8,095

  45 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Equipment & Supplies (continued)
Zeltiq Aesthetics, Inc.*		530	$	10,022
				224,624
Health Care Providers & Services - 2.84%
Acadia Healthcare Co., Inc.*		760		35,971
Addus HomeCare Corp.*		175		3,929
Alliance HealthCare Services, Inc.*		150		3,711
Corvel Corp.*		300		14,010
Ensign Group, Inc. (The)		350		15,494
ExamWorks Group, Inc.*		550		16,428
IPC The Hospitalist Co., Inc.*		250		14,848
Magellan Health Services, Inc.*		450		26,960
MWI Veterinary Supply, Inc.*		200		34,118
				165,469
Health Care Technology - 0.22%
Omnicell, Inc.*		500		12,765
Hotels, Restaurants & Leisure - 5.67%
AFC Enterprises, Inc.*		350		13,475
Biglari Holdings, Inc.*		25		12,666
Buffalo Wild Wings, Inc.*		275		40,480
CEC Entertainment, Inc.		250		11,070
Century Casinos, Inc.*		350		1,824
Cheesecake Factory, Inc. (The)		775		37,409
Chuy’s Holdings, Inc.*		250		9,005
Cracker Barrel Old Country Store, Inc.		345		37,974
Famous Dave’s of America, Inc.*		100		1,830
Fiesta Restaurant Group, Inc.*		400		20,896
Jack in the Box, Inc.*		600		30,012
Kona Grill, Inc.*		150		2,778
Krispy Kreme Doughnuts, Inc.*		1,000		19,290
Red Robin Gourmet Burgers, Inc.*		225		16,546
Ruth’s Hospitality Group, Inc.		550		7,816
Scientific Games Corp., Class A*		1,350		22,855
Sonic Corp.*		800		16,152
Texas Roadhouse, Inc.		1,000		27,800
				329,878
Household Durables - 0.75%
Dixie Group, Inc. (The)*		200		2,640
La-Z-Boy, Inc.		800		24,800

Industry Company	Shares		Value
Household Durables (continued)
Libbey, Inc.*		325	$	6,825
Universal Electronics, Inc.*		250		9,527
				43,792
Household Products - 0.06%
Orchids Paper Products Co.		100		3,284
Independent Power Producers & Energy Traders - 0.29%
Ormat Technologies, Inc.		630		17,142
Insurance - 2.31%
American Equity Investment Life Holding Co.		950		25,061
Argo Group International Holdings, Ltd.		400		18,596
FBL Financial Group, Inc., Class A		375		16,796
Independence Holding Co.		300		4,047
Platinum Underwriters Holdings, Ltd.		425		26,044
Symetra Financial Corp.		1,750		33,180
United Insurance Holdings Corp.		250		3,520
Universal Insurance Holdings, Inc.		500		7,240
				134,484
Internet & Catalog Retail - 0.39%
1-800-Flowers.com, Inc., Class A*		950		5,140
Gaiam, Inc., Class A*		350		2,317
Orbitz Worldwide, Inc.*		1,550		11,129
ValueVision Media, Inc., Class A*		600		4,194
				22,780
Internet Software & Services - 5.41%
Autobytel, Inc.*		150		2,270
Blucora, Inc.*		590		17,204
Carbonite, Inc.*		400		4,732
comScore, Inc.*		550		15,735
Cornerstone OnDemand, Inc.*		700		37,338
Dealertrack Technologies, Inc.*		600		28,848
eGain Corp.*		400		4,096
Envestnet, Inc.*		500		20,150
j2 Global, Inc.		720		36,007
Marchex, Inc., Class B		600		5,190
Move, Inc.*		600		9,594
Perficient, Inc.*		500		11,710
QuinStreet, Inc.*		650		5,648
Reis, Inc.*		100		1,923

  www.bridgeway.com 46

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Internet Software & Services (continued)
Responsys, Inc.*		670	$	18,365
SPS Commerce, Inc.*		250		16,325
United Online, Inc.*		192		2,642
VistaPrint NV*		500		28,425
Web.com Group, Inc.*		740		23,525
WebMD Health Corp.*		640		25,280
				315,007
IT Services - 3.75%
Acxiom Corp.*		900		33,282
Cardtronics, Inc.*		700		30,415
Cass Information Systems, Inc.		200		13,470
EPAM Systems, Inc.*		750		26,205
Hackett Group, Inc. (The)		450		2,794
Heartland Payment Systems, Inc.		540		26,914
Information Services Group, Inc.*		600		2,544
MoneyGram International, Inc.*		900		18,702
Pfsweb, Inc.*		250		2,268
Sapient Corp.*		1,900		32,984
ServiceSource International, Inc.*		1,250		10,475
TeleTech Holdings, Inc.*		750		17,955
				218,008
Leisure Equipment & Products - 0.20%
Escalade, Inc.		200		2,354
Johnson Outdoors, Inc., Class A		150		4,043
Marine Products Corp.		500		5,025
				11,422
Life Sciences Tools & Services - 0.49%
Accelerate Diagnostics, Inc.*+		650		7,930
Cambrex Corp.*		450		8,024
Luminex Corp.*		650		12,610
				28,564
Machinery - 2.96%
Alamo Group, Inc.		200		12,138
Albany International Corp., Class A		500		17,965
CIRCOR International, Inc.		250		20,195
Columbus McKinnon Corp.*		300		8,142
Dynamic Materials Corp.		200		4,348
Federal Signal Corp.*		950		13,918
Graham Corp.		150		5,443
Greenbrier Cos., Inc. (The)*		400		13,136

Industry Company	Shares		Value
Machinery (continued)
Hyster-Yale Materials Handling, Inc.		250	$	23,290
Mueller Water Products, Inc., Class A		2,330		21,832
NN, Inc.		250		5,048
Proto Labs, Inc.*		375		26,692
				172,147
Marine - 0.24%
Baltic Trading, Ltd.		900		5,796
Ultrapetrol Bahamas, Ltd.*		2,200		8,228
				14,024
Media - 4.32%
A.H. Belo Corp., Class A		350		2,614
Beasley Broadcasting Group, Inc., Class A		350		3,055
Crown Media Holdings, Inc., Class A*		5,300		18,709
Cumulus Media, Inc., Class A*		2,990		23,113
DreamWorks Animation SKG, Inc., Class A*		1,200		42,600
E.W. Scripps Co., Class A (The)*		790		17,159
Entravision Communications Corp., Class A		1,300		7,917
LIN Media LLC, Class A*		790		22,681
Media General, Inc.*+		1,000		22,600
New York Times Co., Class A (The)		2,100		33,327
Nexstar Broadcasting Group, Inc., Class A		400		22,292
Scholastic Corp.		500		17,005
World Wrestling Entertainment, Inc., Class A		1,100		18,238
				251,310
Metals & Mining - 0.31%
Handy & Harman, Ltd.*		200		4,842
Horsehead Holding Corp.*		800		12,968
				17,810
Multiline Retail - 0.16%
Tuesday Morning Corp.*		600		9,576
Oil, Gas & Consumable Fuels - 3.67%
Carrizo Oil & Gas, Inc.*		600		26,862
Diamondback Energy, Inc.*		700		37,002
Equal Energy, Ltd.		550		2,937
Evolution Petroleum Corp.		450		5,553

  47 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Oil, Gas & Consumable Fuels (continued)
Gastar Exploration, Ltd.*		950	$	6,574
Gran Tierra Energy, Inc.*		3,960		28,948
Green Plains Renewable Energy, Inc.		500		9,695
Matador Resources Co.*		1,050		19,572
PDC Energy, Inc.*		550		29,271
PrimeEnergy Corp.*		50		2,176
Rex Energy Corp.*		770		15,177
Sanchez Energy Corp.*+		750		18,382
Synergy Resources Corp.*		1,200		11,112
				213,261
Paper & Forest Products - 0.62%
KapStone Paper & Packaging Corp.*		650		36,309
Personal Products - 0.61%
Nature’s Sunshine Products, Inc.		250		4,330
Nutraceutical International Corp.*		150		4,017
Prestige Brands Holdings, Inc.*		750		26,850
				35,197
Pharmaceuticals - 1.22%
Akorn, Inc.*		1,500		36,945
Ampio Pharmaceuticals, Inc.*+		700		4,991
Lannett Co., Inc.*		540		17,874
Sagent Pharmaceuticals, Inc.*		440		11,167
				70,977
Professional Services - 2.40%
Corporate Executive Board Co. (The)		500		38,715
Corporate Resource Services, Inc.*+		2,500		6,575
Exponent, Inc.		200		15,488
Huron Consulting Group, Inc.*		350		21,952
ICF International, Inc.*		300		10,413
RPX Corp.*		750		12,675
VSE Corp.		100		4,801
WageWorks, Inc.*		490		29,126
				139,745
Real Estate Management & Development - 0.44%
Kennedy-Wilson Holdings, Inc.		1,150		25,588

Industry Company	Shares		Value
Road & Rail - 1.29%
Con-way, Inc.		900	$	35,739
Marten Transport, Ltd.		500		10,095
Roadrunner Transportation Systems, Inc.*		600		16,170
Saia, Inc.*		400		12,820
				74,824
Semiconductors & Semiconductor Equipment - 2.34%
ATMI, Inc.*		500		15,105
Axcelis Technologies, Inc.*		1,600		3,904
Cavium, Inc.*		800		27,608
Diodes, Inc.*		620		14,607
GT Advanced Technologies, Inc.*+		2,000		17,440
Inphi Corp.*		450		5,805
Mattson Technology, Inc.*		950		2,603
MaxLinear, Inc., Class A*		550		5,736
Monolithic Power Systems, Inc.*		600		20,796
PDF Solutions, Inc.*		450		11,529
Photronics, Inc.*		950		8,579
Vitesse Semiconductor Corp.*		850		2,482
				136,194
Software - 4.70%
Actuate Corp.*		750		5,782
Advent Software, Inc.		800		27,992
Blackbaud, Inc.		700		26,355
Callidus Software, Inc.*		540		7,414
Datawatch Corp.*		100		3,401
Ellie Mae, Inc.*		400		10,748
Evolving Systems, Inc.		150		1,461
Exa Corp.*		200		2,652
Infoblox, Inc.*		800		26,416
Interactive Intelligence Group, Inc.*		300		20,208
Mentor Graphics Corp.		1,600		38,512
Monotype Imaging Holdings, Inc.		600		19,116
Net 1 UEPS Technologies, Inc.*		700		6,111
Park City Group, Inc.*		250		2,540
Pegasystems, Inc.		600		29,508
Proofpoint, Inc.*		550		18,244
PROS Holdings, Inc.*		390		15,561
Qualys, Inc.*		500		11,555
				273,576

  www.bridgeway.com 48

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Specialty Retail - 2.00%
ANN, Inc.*		700	$	25,592
Big 5 Sporting Goods Corp.		350		6,937
Brown Shoe Co., Inc.		590		16,603
Build-A-Bear Workshop, Inc.*		250		1,888
Conn’s, Inc.*		375		29,546
Kirkland’s, Inc.*		250		5,917
Monro Muffler Brake, Inc.		500		28,180
Trans World Entertainment Corp.*		400		1,768
				116,431
Textiles, Apparel & Luxury Goods - 2.13%
G-III Apparel Group, Ltd.*		300		22,137
Iconix Brand Group, Inc.*		810		32,157
Skechers U.S.A., Inc., Class A*		750		24,847
Steven Madden, Ltd.*		1,000		36,590
Unifi, Inc.*		300		8,172
				123,903
Thrifts & Mortgage Finance - 3.75%
Astoria Financial Corp.		1,550		21,436
Bank Mutual Corp.		750		5,258
BankFinancial Corp.		350		3,206
BofI Holding, Inc.*		200		15,686
First Financial Northwest, Inc.		250		2,592
MGIC Investment Corp.*		4,850		40,934
New Hampshire Thrift Bancshares, Inc.		150		2,287
Northfield Bancorp, Inc.		900		11,880
Northwest Bancshares, Inc.		1,400		20,692
OceanFirst Financial Corp.		250		4,282
Radian Group, Inc.		2,550		36,006
Southern Missouri Bancorp, Inc.		50		1,664
Tree.com, Inc.*		150		4,926
Washington Federal, Inc.		1,520		35,401
WSFS Financial Corp.		150		11,630
				217,880
Trading Companies & Distributors - 1.09%
Aceto Corp.		400		10,004
Aircastle, Ltd.		1,170		22,417
General Finance Corp.*		400		2,412
TAL International Group, Inc.+		500		28,675
				63,508

Industry Company				Shares		Value
Water Utilities - 0.06%
Consolidated Water Co., Ltd.					250	$	3,525
TOTAL COMMON STOCKS - 100.09 %							5,822,904
(Cost $5,143,090)
EXCHANGE TRADED FUND - 0.06%
iShares Russell 2000 ETF					30		3,459
TOTAL EXCHANGE TRADED FUND - 0.06%							3,459
(Cost $3,466)
	Rate^			Shares		Value
MONEY MARKET FUND - 0.06%
BlackRock FedFund		0.02	%		3,639		3,639
TOTAL MONEY MARKET FUND - 0.06%							3,639
(Cost $3,639)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 5.45%
BNY Mellon Overnight Government Fund		0.01	%		317,050		317,050
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 5.45%							317,050
(Cost $317,050)
TOTAL INVESTMENTS - 105.66%						$	6,147,052
(Cost $5,467,245)
Liabilities in Excess of Other Assets - (5.66%)							(329,478	)
NET ASSETS - 100.00%						$	5,817,574

* Non-income producing security.

^ Rate disclosed as of December 31, 2013.

+ This security or a portion of the security is out on loan as of December 31, 2013. Total loaned securities had a value of $308,224 at December 31, 2013.

LLC - Limited Liability Company

PLC - Public Limited Company

  49 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$5,822,904	$        —	$    —	$5,822,904
Exchange Traded Fund	3,459	—	—	3,459
Money Market Fund	—	3,639	—	3,639
Investments Purchased with Cash Proceeds From Securities Lending	—	317,050	—	317,050
TOTAL	$5,826,363	$320,689	$    —	$6,147,052
See Notes to Financial Statements.

  www.bridgeway.com 50

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

(Unaudited)

December 31, 2013

Dear Fellow Small-Cap Growth Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 6.11%, underperforming our primary market benchmark, the Russell 2000 Growth Index (+8.17%), and our peer benchmark, the Lipper Small-Cap Growth Funds Index (+7.82%). It was a poor quarter on a relative basis.

For the six-month “semi-annual” period ending December 31, 2013, our Fund was up 19.52%, trailing our primary market benchmark, the Russell 2000 Growth Index (+22.02%), and our peer benchmark, the Lipper Small-Cap Growth Funds Index (+21.69%).

For the calendar year, our Fund appreciated 48.52%, beating the Russell 2000 Growth Index (+43.30%), and the Lipper Small-Cap Growth Funds Index (+40.99%). It was a good year for the Fund, but we are still lagging in the longer five-year, ten-year, and inception-to-date periods.

The table below presents our December quarter, six-month, 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 December 31, 2013

											Annualized
	Quarter			6 Months			1 Year			5 Years			10 Years			Since Inception (10/31/03)
Small-Cap Growth Fund		6.11	%		19.52	%		48.52	%		16.08	%		5.87	%		6.05	%
Russell 2000 Growth Index		8.17	%		22.02	%		43.30	%		22.58	%		9.41	%		9.64	%
Lipper Small-Cap Growth Funds Index		7.82	%		21.69	%		40.99	%		22.20	%		8.27	%		8.43	%

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

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

According to data from Lipper, Inc. as of December 31, 2013, Small-Cap Growth Fund ranked 62nd of 513 small-cap growth funds for the twelve month period ended December 31, 2013, 390th of 400 over the last five years, 255th of 264 over the last ten years, and 255th of 262 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.

  51 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

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

from Inception 10/31/03 to 12/31/13

Detailed Explanation of Quarterly Performance

The Short Version: Our value themed models performed poorly for the quarter inside the growth stock universe of the Fund. Stock selection in the Healthcare and Consumer Discretionary sectors hurt relative returns the most.

Stocks selected by the diversifying value themed models, comprising approximately 25% of the Fund’s net assets, underperformed for the quarter with an average return of 3.1% versus the Russell 2000 Growth Index’s return of 8.2%. Overexposure to volatile stocks weighed down relative returns by approximately one percent. Holdings in the Healthcare and Consumer Discretionary sectors also negatively impacted the Fund.

Detailed Explanation of Calendar Year Performance

The Short Version: A higher concentration of stocks with a smaller market-cap relative to the benchmark contributed to the Fund’s outperformance for the calendar year.

The Fund’s representation in smaller stocks relative to the benchmark contributed to the Fund’s outperformance for the calendar year. Stock selection in the Consumer Discretionary and Industrial sectors was stellar in conjunction with higher weightings in these sectors relative to the benchmark. Seven of the top ten stocks that contributed to return came from the Consumer Discretionary and Industrial sectors.

  www.bridgeway.com 52

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

(Unaudited)

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	Cray, Inc.	Computers & Peripherals		1.8%
2	Ubiquiti Networks, Inc.	Communications Equipment		1.7%
3	Netscout Systems, Inc.	Software		1.6%
4	Insperity, Inc.	Professional Services		1.6%
5	Igate Corp.	IT Services		1.6%
6	Barrett Business Services, Inc.	Professional Services		1.6%
7	Yelp, Inc.	Internet Software & Services		1.6%
8	DXP Enterprises, Inc.	Trading Companies & Distributors		1.6%
9	Syntel, Inc.	IT Services		1.6%
10	Heartland Payment Systems, Inc.	IT Services		1.6%
	Total			16.3%

Industry Sector Representation as of December 31, 2013

	% of Net Assets		% of Russell 2000 Growth Index		Difference
Consumer Discretionary		23.2%		16.2%		7.0%
Consumer Staples		8.2%		4.6%		3.6%
Energy		3.3%		5.7%		-2.4%
Financials		4.8%		7.8%		-3.0%
Health Care		12.1%		20.3%		-8.2%
Industrials		25.9%		18.0%		7.9%
Information Technology		18.4%		21.5%		-3.1%
Materials		3.6%		4.8%		-1.2%
Telecommunication Services		0.0%		0.8%		-0.8%
Utilities		0.0%		0.3%		-0.3%
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, December 31, 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.

  53 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

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

  www.bridgeway.com 54

Bridgeway Small-Cap Growth Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.67%
Aerospace & Defense - 1.21%
HEICO Corp.		7,500	$	434,625
Airlines - 1.45%
Republic Airways Holdings, Inc.*		17,700		189,213
SkyWest, Inc.		22,400		332,192
				521,405
Automobiles - 1.18%
Winnebago Industries, Inc.*		15,500		425,475
Beverages - 0.35%
Coca-Cola Bottling Co. Consolidated		1,700		124,423
Biotechnology - 2.02%
PDL BioPharma, Inc.+		63,700		537,628
Synta Pharmaceuticals Corp.*+		35,900		188,116
				725,744
Building Products - 1.16%
American Woodmark Corp.*		10,600		419,018
Capital Markets - 2.46%
GAMCO Investors, Inc., Class A		5,900		513,123
Greenhill & Co., Inc.		6,400		370,816
				883,939
Chemicals - 2.57%
Ferro Corp.*		41,300		529,879
Landec Corp.*		32,600		395,112
				924,991
Commercial Services & Supplies - 1.35%
Ceco Environmental Corp.		30,000		485,100
Communications Equipment - 3.05%
InterDigital, Inc.		15,900		468,891
Ubiquiti Networks, Inc.*+		13,700		629,652
				1,098,543
Computers & Peripherals - 3.10%
Cray, Inc.*		23,400		642,564
Electronics for Imaging, Inc.*		12,200		472,506
				1,115,070
Construction Materials - 1.49%
Headwaters, Inc.*		54,900		537,471
Consumer Finance - 1.25%
Credit Acceptance Corp.*		2,800		363,972

Industry Company	Shares		Value
Consumer Finance (continued)
First Cash Financial Services, Inc.*		1,400	$	86,576
				450,548
Containers & Packaging - 0.45%
AEP Industries, Inc.*		3,100		163,773
Diversified Consumer Services - 2.66%
Grand Canyon Education, Inc.*		11,200		488,320
K12, Inc.*		21,500		467,625
				955,945
Diversified Financial Services - 1.45%
MarketAxess Holdings, Inc.		7,800		521,586
Diversified Telecommunication Services - 2.33%
Fairpoint Communications, Inc.*+		29,700		335,907
General Communication, Inc., Class A*		45,000		501,750
				837,657
Electrical Equipment - 0.27%
AZZ, Inc.		2,000		97,720
Energy Equipment & Services - 0.38%
Global Geophysical Services, Inc.*		84,400		135,884
Food & Staples Retailing - 1.53%
Roundy’s, Inc.		56,000		552,160
Food Products - 1.50%
Pilgrim’s Pride Corp.*		33,200		539,500
Health Care Equipment & Supplies - 1.24%
Masimo Corp.*		3,300		96,459
Medical Action Industries, Inc.*		40,900		350,104
				446,563
Health Care Providers & Services - 11.43%
Addus HomeCare Corp.*		17,500		392,875
Alliance HealthCare Services, Inc.*		22,100		546,754
AMN Healthcare Services, Inc.*		32,700		480,690
Amsurg Corp.*		8,500		390,320
Bio-Reference Labs, Inc.*+		15,500		395,870
Centene Corp.*		6,300		371,385
HealthSouth Corp.		13,900		463,148
MWI Veterinary Supply, Inc.*		3,200		545,888

  55 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Providers & Services (continued)
Providence Service Corp. (The)*		20,500	$	527,260
				4,114,190
Hotels, Restaurants & Leisure - 3.35%
CEC Entertainment, Inc.		11,900		526,932
Cracker Barrel Old Country Store, Inc.		1,900		209,133
Texas Roadhouse, Inc.		16,900		469,820
				1,205,885
Household Durables - 1.30%
Blyth, Inc.+		14,300		155,584
Ryland Group, Inc. (The)		7,200		312,552
				468,136
Insurance - 0.11%
Crawford & Co., Class B		4,300		39,732
Internet & Catalog Retail - 1.76%
Orbitz Worldwide, Inc.*		18,800		134,984
Overstock.com, Inc.*+		16,200		498,798
				633,782
Internet Software & Services - 3.75%
Constant Contact, Inc.*		4,700		146,029
eGain Corp.*		12,800		131,072
j2 Global, Inc.		7,400		370,074
Move, Inc.*		8,700		139,113
Yelp, Inc.*		8,200		565,390
				1,351,678
IT Services - 6.57%
Euronet Worldwide, Inc.*		11,000		526,350
Heartland Payment Systems, Inc.		11,300		563,192
iGATE Corp.*		14,300		574,288
Lionbridge Technologies, Inc.*		23,200		138,272
Syntel, Inc.		6,200		563,890
				2,365,992
Leisure Equipment & Products - 2.97%
Smith & Wesson Holding Corp.*+		40,300		543,647
Sturm Ruger & Co., Inc.+		7,200		526,248
				1,069,895
Life Sciences Tools & Services - 1.51%
PAREXEL International Corp.*		12,000		542,160

Industry Company	Shares		Value
Machinery - 2.74%
Federal Signal Corp.*		24,300	$	355,995
Middleby Corp. (The)*		2,100		503,937
Xerium Technologies, Inc.*		7,700		126,973
				986,905
Media - 1.77%
Loral Space & Communications, Inc.*		1,300		105,274
Sinclair Broadcast Group, Inc., Class A		14,900		532,377
				637,651
Oil, Gas & Consumable Fuels - 1.39%
Adams Resources & Energy, Inc.		7,300		500,050
Paper & Forest Products - 1.47%
KapStone Paper & Packaging Corp.*		9,500		530,670
Personal Products - 1.51%
USANA Health Sciences, Inc.*+		7,200		544,176
Pharmaceuticals - 2.62%
Impax Laboratories, Inc.*		22,400		563,136
Questcor Pharmaceuticals, Inc.+		7,000		381,150
				944,286
Professional Services - 4.71%
Barrett Business Services, Inc.		6,100		565,714
Insperity, Inc.		16,000		578,080
TrueBlue, Inc.*		21,400		551,692
				1,695,486
Real Estate Investment Trusts (REITs) - 0.38%
Saul Centers, Inc.		2,900		138,417
Road & Rail - 2.67%
Avis Budget Group, Inc.*		12,200		493,124
Old Dominion Freight Line, Inc.*		2,200		116,644
Saia, Inc.*		10,950		350,948
				960,716
Semiconductors & Semiconductor Equipment - 1.56%
SunPower Corp.*+		18,800		560,428
Software - 3.95%
AVG Technologies NV*		19,600		337,316

  www.bridgeway.com 56

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company		Shares	Value
Common Stocks (continued)
Software (continued)
Manhattan Associates, Inc.*		4,300	$	505,164
Netscout Systems, Inc.*		19,600		579,964
				1,422,444
Specialty Retail - 4.61%
Genesco, Inc.*		5,000		365,300
Jos. A. Bank Clothiers, Inc.*		8,500		465,205
Lithia Motors, Inc., Class A		7,400		513,708
Pier 1 Imports, Inc.		4,200		96,936
Sears Hometown & Outlet Stores, Inc.*		8,500		216,750
				1,657,899
Trading Companies & Distributors - 3.09%
DXP Enterprises, Inc.*		4,900		564,480
Watsco, Inc.		5,700		547,542
				1,112,022
TOTAL COMMON STOCKS - 99.67%				35,879,740
(Cost $27,979,613)
	Rate^	Shares	Value
MONEY MARKET FUND - 0.84%
BlackRock FedFund	0.02%	304,082		304,082
TOTAL MONEY MARKET FUND - 0.84%				304,082
(Cost $304,082)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 13.41%
BNY Mellon Overnight Government Fund	0.01%	4,825,401		4,825,401
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 13.41%				4,825,401
(Cost $4,825,401)
TOTAL INVESTMENTS - 113.92% (Cost $33,109,096)			$	41,009,223
Liabilities in Excess of Other Assets - (13.92%)				(5,012,201	)
NET ASSETS - 100.00%			$	35,997,022
*     Non-income producing security. ^    Rate disclosed as of December 31, 2013. +    This security or a portion of the security is out on loan as of December 31, 2013. Total loaned securities had a value of $4,717,205 at December 31, 2013.

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$	35,879,740	$	—	$	—	$	35,879,740
Money Market Fund		—		304,082		—		304,082
Investments Purchased with Cash Proceeds From Securities Lending		—		4,825,401		—		4,825,401
TOTAL	$	35,879,740	$	5,129,483	$	—	$	41,009,223

See Notes to Financial Statements.

  57 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

December 31, 2013

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 10.39%, outperforming our primary market benchmark, the Russell 2000 Value Index (+9.30%), and our peer benchmark, the Lipper Small-Cap Value Funds Index (+9.75%). We are pleased with the results on an absolute and relative basis.

For the six-month “semi-annual” period ending December 31, 2013, our Fund returned 17.17%, trailing our primary market benchmark, the Russell 2000 Value Index (+17.60%), and our peer benchmark, the Lipper Small-Cap Value Funds Index (+18.55%).

For the calendar year, our Fund appreciated 39.72%, beating the Russell 2000 Value Index (+34.52%), and the Lipper Small-Cap Value Funds Index (+35.26%). We are now leading our primary market benchmark in the long five- and ten-year periods, but are still lagging our peer benchmark in the ten-year and inception-to-date periods.

The table below presents our December quarter, six-month, 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 December 31, 2013

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		Since Inception   (10/31/03)
Small-Cap Value Fund		10.39%		17.17%		39.72%		20.38%		8.76%		8.89%
Russell 2000 Value Index		9.30%		17.60%		34.52%		17.64%		8.61%		9.24%
Lipper Small-Cap Value Funds Index		9.75%		18.55%		35.26%		20.00%		9.25%		9.94%

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

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

According to data from Lipper, Inc. as of December 31, 2013, Small-Cap Value Fund ranked 72nd of 307 small-cap value funds for the twelve month period ended December 31, 2013, 93rd of 200 over the last five years, 79th of 123 over the last ten years, and 99th of 119 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 58

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

(Unaudited)

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

from Inception 10/31/03 to 12/31/13

Detailed Explanation of Quarterly Performance

The Short Version: Exposure to deeper value stocks contributed to the Fund’s outperformance for the quarter.

Our exposure to deeper value stocks positively affected our performance. While the Fund’s sector allocation was closely aligned with that of our primary market benchmark, holdings within the Industrial and Financial sectors helped performance, accounting for over half the Fund’s outperformance. Five of the top ten stocks that contributed to returns came from those sectors.

Detailed Explanation of Calendar Year Performance

The Short Version: Exposure to deeper value stocks contributed to the Fund’s outperformance for the calendar year.

Consumer Discretionary and Industrial sector holdings were strong performers for the calendar year. Nine of the top ten stocks that contributed to returns came from those sectors. In addition, greater exposure to deeper value stocks played a role in the Fund’s outperformance for the calendar year, contributing 2.6% to relative return.

  59 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	HCI Group, Inc.	Insurance		2.0%
2	Consolidated Graphics, Inc.	Commercial Services & Supplies		1.8%
3	Insight Enterprises, Inc.	Electronic Equipment, Instruments & Components		1.7%
4	Brown Shoe Co, Inc.	Specialty Retail		1.6%
5	Unisys Corp.	IT Services		1.6%
6	Kindred Healthcare, Inc.	Health Care Providers & Services		1.5%
7	Men’s Wearhouse, Inc. (The)	Health Care Providers & Services		1.4%
8	Plexus Corp.	Electronic Equipment, Instruments & Components		1.4%
9	Community Bank System, Inc.	Commercial Banks		1.4%
10	Cumulus Media, Inc.	Media		1.3%
	Total			15.7%

Industry Sector Representation as of December 31, 2013

	% of Net Assets		% of Russell 2000 Value Index		Difference
Consumer Discretionary		10.0%		10.6%		-0.6%
Consumer Staples		6.8%		2.7%		4.1%
Energy		9.7%		7.2%		2.5%
Financials		36.4%		39.2%		-2.8%
Health Care		8.1%		4.7%		3.4%
Industrials		11.9%		13.6%		-1.7%
Information Technology		11.4%		10.6%		0.8%
Materials		1.8%		4.7%		-2.9%
Telecommunication Services		1.0%		0.6%		0.4%
Utilities		0.8%		6.1%		-5.3%
Cash & Other Assets		2.1%		0.0%		2.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 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 60

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

(Unaudited)

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

  61 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Small-Cap Value Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 97.96%
Aerospace & Defense - 1.03%
AAR Corp.		32,400	$	907,524
Air Freight & Logistics - 0.50%
Pacer International, Inc.*		54,100		446,866
Airlines - 2.45%
Hawaiian Holdings, Inc.*		122,000		1,174,860
Republic Airways Holdings, Inc.*		93,200		996,308
				2,171,168
Biotechnology - 0.90%
PDL BioPharma, Inc.+		94,400		796,736
Capital Markets - 0.86%
Fifth Street Finance Corp.		82,700		764,975
Chemicals - 0.91%
Tredegar Corp.		27,900		803,799
Commercial Banks - 10.71%
Cathay General Bancorp		37,600		1,005,048
Community Bank System, Inc.		30,500		1,210,240
First Interstate Bancsystem, Inc.		32,700		927,699
International Bancshares Corp.		33,300		878,787
OFG Bancorp+		45,800		794,172
Susquehanna Bancshares, Inc.		6,400		82,176
Trustmark Corp.		34,800		934,032
UMB Financial Corp.		12,500		803,500
United Bankshares, Inc.+		28,700		902,615
Webster Financial Corp.		29,800		929,164
Wintrust Financial Corp.		21,900		1,010,028
				9,477,461
Commercial Services & Supplies - 1.77%
Consolidated Graphics, Inc.*		23,300		1,571,352
Communications Equipment - 1.12%
ShoreTel, Inc.*		106,600		989,248
Consumer Finance - 1.57%
Cash America International, Inc.		19,400		743,020
Nelnet, Inc., Class A		15,400		648,956
				1,391,976
Diversified Financial Services - 0.92%
PHH Corp.*		33,300		810,855

Industry Company	Shares		Value
Diversified Telecommunication Services - 0.97%
Cincinnati Bell, Inc.*		241,100	$	858,316
Electronic Equipment, Instruments & Components - 4.21%
Insight Enterprises, Inc.*		67,400		1,530,654
Plexus Corp.*		28,000		1,212,120
Sanmina Corp.*		58,700		980,290
				3,723,064
Energy Equipment & Services - 3.57%
Bristow Group, Inc.		15,700		1,178,442
Exterran Holdings, Inc.*		34,500		1,179,900
Pioneer Energy Services Corp.*		100,500		805,005
				3,163,347
Food & Staples Retailing - 3.94%
Andersons, Inc. (The)		12,200		1,087,874
Pantry, Inc. (The)*		42,968		721,003
Spartan Stores, Inc.		35,500		861,940
Weis Markets, Inc.		15,600		819,936
				3,490,753
Food Products - 1.73%
Chiquita Brands International, Inc.*		70,800		828,360
Fresh Del Monte Produce, Inc.		24,800		701,840
				1,530,200
Health Care Providers & Services - 6.31%
Addus HomeCare Corp.*		35,400		794,730
Alliance HealthCare Services, Inc.*		30,100		744,674
AMN Healthcare Services, Inc.*		79,500		1,168,650
Kindred Healthcare, Inc.		67,600		1,334,424
Select Medical Holdings Corp.		97,900		1,136,619
Triple-S Management Corp., Class B*		21,000		408,240
				5,587,337
Hotels, Restaurants & Leisure - 0.94%
Red Robin Gourmet Burgers, Inc.*		11,300		831,002
Household Durables - 2.84%
La-Z-Boy, Inc.		23,300		722,300
Meritage Homes Corp.*		18,800		902,212
Ryland Group, Inc. (The)		20,400		885,564
				2,510,076

  www.bridgeway.com 62

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Household Products - 1.09%
Harbinger Group, Inc.*		81,800	$	969,330
Insurance - 12.01%
CNO Financial Group, Inc.		54,400		962,336
FBL Financial Group, Inc., Class A		12,000		537,480
First American Financial Corp.		32,500		916,500
HCI Group, Inc.+		32,500		1,738,750
Horace Mann Educators Corp.		28,100		886,274
OneBeacon Insurance Group, Ltd., Class A		60,220		952,680
Platinum Underwriters Holdings, Ltd.		17,200		1,054,016
RLI Corp.		10,300		1,003,014
Selective Insurance Group, Inc.		40,600		1,098,636
Stewart Information Services Corp.		18,500		596,995
Symetra Financial Corp.		46,500		881,640
				10,628,321
Internet Software & Services - 0.76%
EarthLink, Inc.		132,000		669,240
IT Services - 2.93%
CACI International, Inc.,
Class A*		15,800		1,156,876
Unisys Corp.*		42,900		1,440,153
				2,597,029
Life Sciences Tools & Services - 0.88%
Albany Molecular Research, Inc.*		77,200		778,176
Machinery - 1.20%
CIRCOR International, Inc.		13,100		1,058,218
Media - 1.34%
Cumulus Media, Inc., Class A*+		154,000		1,190,420
Metals & Mining - 0.91%
Kaiser Aluminum Corp.		11,500		807,760
Multi-Utilities - 0.77%
Black Hills Corp.		13,000		682,630
Oil, Gas & Consumable Fuels - 6.11%
Cloud Peak Energy, Inc.*		45,100		811,800
Energy XXI (Bermuda), Ltd.		31,100		841,566
Green Plains Renewable Energy, Inc.		49,900		967,561

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Renewable Energy Group, Inc.*		77,000	$	882,420
Stone Energy Corp.*		32,966		1,140,294
W&T Offshore, Inc.		47,700		763,200
				5,406,841
Professional Services - 1.10%
Huron Consulting Group, Inc.*		15,500		972,160
Real Estate Investment Trusts (REITs) - 3.51%
DCT Industrial Trust, Inc.		115,600		824,228
Education Realty Trust, Inc.		59,000		520,380
iStar Financial, Inc.*		81,300		1,160,151
One Liberty Properties, Inc.		11,800		237,534
Whitestone REIT		27,200		363,664
				3,105,957
Road & Rail - 3.38%
AMERCO*		5,000		1,189,200
Heartland Express, Inc.		48,900		959,418
Saia, Inc.*		26,250		841,313
				2,989,931
Semiconductors & Semiconductor Equipment - 1.02%
Amkor Technology, Inc.*+		148,000		907,240
Software - 1.37%
Mentor Graphics Corp.		35,000		842,450
TeleCommunication Systems, Inc., Class A*		160,200		371,664
				1,214,114
Specialty Retail - 4.90%
Big 5 Sporting Goods Corp.		15,000		297,300
Brown Shoe Co., Inc.		51,500		1,449,210
hhgregg, Inc.*+		45,100		630,047
Men’s Wearhouse, Inc. (The)		24,700		1,261,676
Stein Mart, Inc.		52,000		699,400
				4,337,633
Thrifts & Mortgage Finance - 6.90%
Berkshire Hills Bancorp, Inc.		34,400		938,088
Capitol Federal Financial, Inc.		68,600		830,746
Dime Community Bancshares, Inc.		47,400		802,008
EverBank Financial Corp.		55,900		1,025,206
Flagstar Bancorp, Inc.*		48,900		959,418
Northwest Bancshares, Inc.		74,600		1,102,588

  63 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company		Shares	Value
Common Stocks (continued)
Thrifts & Mortgage Finance (continued)
Rockville Financial, Inc.+		31,500	$	447,615
				6,105,669
Trading Companies & Distributors - 0.53%
Aceto Corp.		18,747		468,863
TOTAL COMMON STOCKS - 97.96%				86,715,587
(Cost $71,666,960)
	Rate^	Shares	Value
MONEY MARKET FUND - 1.30%
BlackRock FedFund	0.02%	1,150,183		1,150,183
TOTAL MONEY MARKET FUND - 1.30%				1,150,183
(Cost $1,150,183)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 5.12%
BNY Mellon Overnight Government Fund	0.01%	4,530,788		4,530,788
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 5.12%				4,530,788
(Cost $4,530,788)
Total Investments - 104.38% (Cost $77,347,931)			$	92,396,558
Liabilities in Excess of Other Assets - (4.38%)				(3,877,298	)
NET ASSETS - 100.00%			$	88,519,260
*     Non-income producing security. ^    Rate disclosed as of December 31, 2013. +    This security or a portion of the security is out on loan as of December 31, 2013. Total loaned securities had a value of $4,417,188 at December 31, 2013.

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$	86,715,587	$	—	$	—	$	86,715,587
Money Market Fund		—		1,150,183		—		1,150,183
Investments Purchased with Cash Proceeds From Securities Lending		—		4,530,788		—		4,530,788
TOTAL	$	86,715,587	$	5,680,971	$	—	$	92,396,558

See Notes to Financial Statements

  www.bridgeway.com 64

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

(Unaudited)

December 31, 2013

Dear Fellow Large-Cap Growth Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 9.36%, underperforming our primary market benchmark, the Russell 1000 Growth Index (+10.44%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+10.74%). It was a poor quarter on a relative basis.

For the six month “semi-annual” period ending December 31, 2013, our Fund was up 18.96%, underperforming our primary market benchmark, the Russell 1000 Growth Index (+19.39%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+22.90%).

For the calendar year, our Fund was up 37.19%, beating our primary market benchmark, the Russell 1000 Growth Index (+33.48%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+35.41%). It was a good year for the Fund on an absolute and relative basis, but we are still making up ground in the longer five-year, ten-year, and inception-to-date periods for particularly poor performance in 2008.

The table below presents our December quarter, six-month, 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 December 31, 2013

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		Since Inception   (10/31/03)
Large-Cap Growth Fund		9.36%		18.96%		37.19%		19.65%		6.92%		7.15%
Russell 1000 Growth Index		10.44%		19.39%		33.48%		20.39%		7.83%		8.16%
Lipper Large-Cap Growth Funds Index		10.74%		22.90%		35.41%		19.43%		7.08%		7.35%

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

The Russell 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 December 31, 2013, Large-Cap Growth Fund ranked 162nd of 521 multi-cap growth funds for the twelve month period ended December 31, 2013, 208th of 393 over the last five years, 193rd of 252 over the last ten years, and 193rd of 250 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.

  65 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

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

from Inception 10/31/03 to 12/31/13

Detailed Explanation of Quarterly Performance

The Short Version: Less exposure to mega-cap stocks hurt relative returns for the quarter.

The Fund’s non-market cap weighted design, which gives us more exposure to large companies at the middle and smaller end of the size spectrum, hurt relative returns versus the Russell 1000 Growth Index. Overexposure to volatile stocks also weighed down relative returns by slightly less than one percent. While the Fund’s sector allocation was closely aligned with that of our primary market benchmark, holdings within the Health Care and Information Technology sectors hurt performance, accounting for over one percent of the Fund’s relative underperformance.

Detailed Explanation of Calendar Year Performance

The Short Version: Strong performance in the first half of the year more than made up for underperformance in the fourth quarter.

The Fund’s non-market cap weighted design significantly helped for the calendar year. Specifically, a higher weighting of smaller Russell 1000 Growth Index stocks proved to be particularly beneficial. Strong stock selection also contributed to the Fund’s positive performance, with stellar holdings in the Information Technology sector. Three of the top five stocks that contributed to returns came from this sector.

  www.bridgeway.com 66

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

(Unaudited)

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	Apple, Inc.	Computers & Peripherals		2.6%
2	Alliance Data Systems Corp.	IT Services		2.1%
3	Sealed Air Corp.	Containers & Packaging		2.0%
4	Goodyear Tire & Rubber Co. (The)	Auto Components		2.0%
5	Sherwin-Williams Co. (The)	Chemicals		2.0%
6	Regeneron Pharmaceuticals, Inc.	Biotechnology		1.9%
7	International Business Machines Corp.	IT Services		1.9%
8	Home Depot Inc. (The)	Specialty Retail		1.7%
9	Delphi Automotive PLC	Auto Components		1.6%
10	HCA Holdings, Inc.	Health Care Providers & Services		1.5%
	Total			19.3%

Industry Sector Representation as of December 31, 2013

	% of Net Assets		% of Russell 1000 Growth Index		Difference
Consumer Discretionary		21.9%		19.9%		2.0%
Consumer Staples		10.4%		11.9%		-1.5%
Energy		2.9%		4.4%		-1.5%
Financials		9.2%		5.4%		3.8%
Health Care		9.3%		12.2%		-2.9%
Industrials		9.4%		12.4%		-3.0%
Information Technology		26.8%		27.1%		-0.3%
Materials		7.1%		4.5%		2.6%
Telecommunication Services		1.9%		2.0%		-0.1%
Utilities		0.0%		0.2%		-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, December 31, 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

  67 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Large-Cap Growth Fund SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 100.17%
Aerospace & Defense - 1.03%
Northrop Grumman Corp.		4,900	$	561,589
Airlines - 2.42%
Delta Air Lines, Inc.		26,600		730,702
Southwest Airlines Co.		31,100		585,924
				1,316,626
Auto Components - 4.57%
Delphi Automotive PLC		14,400		865,872
Goodyear Tire & Rubber Co. (The)		45,400		1,082,790
Lear Corp.		6,600		534,402
				2,483,064
Automobiles - 0.92%
Ford Motor Co.		32,400		499,932
Beverages - 1.12%
Monster Beverage Corp.*		9,000		609,930
Biotechnology - 1.87%
Regeneron Pharmaceuticals, Inc.*		3,700		1,018,388
Chemicals - 5.15%
CF Industries Holdings, Inc.		2,200		512,688
LyondellBasell Industries NV, Class A		7,600		610,128
Praxair, Inc.		4,700		611,141
Sherwin-Williams Co. (The)		5,800		1,064,300
				2,798,257
Commercial Banks - 0.94%
Wells Fargo & Co.		11,300		513,020
Commercial Services & Supplies - 0.91%
Cintas Corp.		8,300		494,597
Computers & Peripherals - 4.84%
Apple, Inc.		2,500		1,402,775
Seagate Technology PLC		10,600		595,296
Western Digital Corp.		7,500		629,250
				2,627,321
Consumer Finance - 2.22%
Capital One Financial Corp.		7,500		574,575
Discover Financial Services		11,300		632,235
				1,206,810
Containers & Packaging - 2.01%
Sealed Air Corp.		32,000		1,089,600
Diversified Consumer Services - 0.86%
H&R Block, Inc.		16,100		467,544

Industry Company	Shares		Value
Diversified Financial Services - 2.14%
IntercontinentalExchange Group, Inc.		2,500	$	562,300
JPMorgan Chase & Co.		10,300		602,344
				1,164,644
Diversified Telecommunication Services - 1.93%
Level 3 Communications, Inc.*		15,900		527,403
Verizon Communications, Inc.		10,600		520,884
				1,048,287
Electric Utilities - 0.99%
Exelon Corp.		19,700		539,583
Electronic Equipment, Instruments & Components - 0.98%
Amphenol Corp., Class A		6,000		535,080
Food & Staples Retailing - 3.10%
Costco Wholesale Corp.		4,700		559,347
Kroger Co. (The)		12,800		505,984
Safeway, Inc.		19,000		618,830
				1,684,161
Food Products - 1.92%
General Mills, Inc.		9,800		489,118
Hershey Co. (The)		5,700		554,211
				1,043,329
Health Care Equipment & Supplies - 0.96%
Cooper Companies, Inc. (The)		4,200		520,128
Health Care Providers & Services - 2.56%
Cigna Corp.		6,500		568,620
HCA Holdings, Inc.*		17,200		820,612
				1,389,232
Hotels, Restaurants & Leisure - 1.93%
Chipotle Mexican Grill, Inc.*		1,000		532,780
Starbucks Corp.		6,600		517,374
				1,050,154
Household Products - 1.03%
Colgate-Palmolive Co.		8,600		560,806
Industrial Conglomerates - 1.02%
Danaher Corp.		7,200		555,840
Insurance - 2.92%
Aflac, Inc.		8,000		534,400
Arch Capital Group, Ltd.*		8,500		507,365

  www.bridgeway.com 68

Bridgeway Large-Cap Growth Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Insurance (continued)
Prudential Financial, Inc.		5,900	$	544,098
				1,585,863
Internet & Catalog Retail - 2.32%
Amazon.com, Inc.*		1,700		677,943
priceline.com, Inc.*		500		581,200
				1,259,143
Internet Software & Services - 1.87%
LinkedIn Corp., Class A*		3,400		737,222
Rackspace Hosting, Inc.*		7,100		277,823
				1,015,045
IT Services - 13.07%
Alliance Data Systems Corp.*		4,300		1,130,599
Automatic Data Processing, Inc.		7,000		565,670
Cognizant Technology Solutions Corp., Class A*		5,900		595,782
Fiserv, Inc.*		10,000		590,500
Gartner, Inc.*		8,600		611,030
International Business Machines Corp.		5,400		1,012,878
Mastercard, Inc., Class A		900		751,914
Paychex, Inc.		14,300		651,079
Visa, Inc., Class A		2,600		578,968
Western Union Co. (The)		35,400		610,650
				7,099,070
Leisure Equipment & Products - 1.18%
Polaris Industries, Inc.		4,400		640,816
Life Sciences Tools & Services - 2.06%
Illumina, Inc.*		5,500		608,410
Waters Corp.*		5,100		510,000
				1,118,410
Machinery - 1.15%
Snap-on, Inc.		5,700		624,264
Media - 2.35%
Comcast Corp., Class A		12,500		649,562
Twenty-First Century Fox, Inc., Class A		17,900		629,722
				1,279,284
Oil, Gas & Consumable Fuels - 2.87%
Marathon Petroleum Corp.		5,300		486,169

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Noble Energy, Inc.		7,400	$	504,014
Pioneer Natural Resources Co.		3,100		570,617
				1,560,800
Personal Products - 3.25%
Estee Lauder Cos., Inc., Class A (The)		7,200		542,304
Herbalife, Ltd.+		7,800		613,860
Nu Skin Enterprises, Inc., Class A		4,400		608,168
				1,764,332
Pharmaceuticals - 1.90%
Eli Lilly & Co.		10,700		545,700
Johnson & Johnson		5,300		485,427
				1,031,127
Real Estate Investment Trusts (REITs) - 1.00%
American Tower Corp.		6,800		542,776
Road & Rail - 1.05%
Union Pacific Corp.		3,400		571,200
Semiconductors & Semiconductor Equipment - 0.53%
Xilinx, Inc.		6,300		289,296
Software - 5.58%
Electronic Arts, Inc.*		21,200		486,328
Intuit, Inc.		9,200		702,144
Microsoft Corp.		14,900		557,707
NetSuite, Inc.*		7,000		721,140
Oracle Corp.		14,700		562,422
				3,029,741
Specialty Retail - 5.69%
Best Buy Co., Inc.		15,900		634,092
Gap, Inc. (The)		14,200		554,936
Home Depot, Inc. (The)		11,000		905,740
PetSmart, Inc.		3,700		269,175
TJX Cos., Inc.		11,400		726,522
				3,090,465
Textiles, Apparel & Luxury Goods - 2.11%
Fossil Group, Inc.*		3,800		455,772
Hanesbrands, Inc.		9,800		688,646
				1,144,418

  69 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Large-Cap Growth Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company				Shares		Value
Common Stocks (continued)
Trading Companies & Distributors - 1.85%
United Rentals, Inc.*					7,000	$	545,650
W.W. Grainger, Inc.					1,800		459,756
							1,005,406
TOTAL COMMON STOCKS - 100.17%							54,429,378
(Cost $40,608,955)
	Rate^			Shares		Value
MONEY MARKET FUND - 0.00%
BlackRock FedFund		0.02	%		453		453
TOTAL MONEY MARKET FUND - 0.00%
(Cost $453)							453
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.14%
BNY Mellon Overnight Government Fund		0.01	%		620,100		620,100
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.14%
(Cost $620,100)							620,100
TOTAL INVESTMENTS - 101.31% (Cost $41,229,508)							55,049,931
Liabilities in Excess of Other Assets - (1.31%)							(712,902	)
NET ASSETS - 100.00%						$	54,337,029

* Non-income producing security.

^ Rate disclosed as of December 31, 2013.

+ This security or a portion of the security is out on loan as of December 31, 2013. Total loaned securities had a value of $607,776 at December 31, 2013.

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$	54,429,378	$	—	$	—	$	54,429,378
Money Market Fund		—		453		—		453
Investments Purchased with Cash Proceeds From Securities Lending		—		620,100		—		620,100
TOTAL	$	54,429,378	$	620,553	$	—	$	55,049,931

See Notes to Financial Statements.

  www.bridgeway.com 70

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

December 31, 2013

Dear Fellow Blue Chip 35 Index Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 11.19%, outperforming our primary market benchmark, the S&P 500 Index (+10.51%), and our peer benchmark, the Lipper Large-Cap Core Funds Index (+7.90%). Our Fund underperformed the Russell Top 50 Mega Cap Index (+11.48%). We are pleased with the results relative to our primary market benchmark.

For the six-month “semi-annual” period ending December 31, 2013, our Fund returned 14.09%, trailing our primary market benchmark, the S&P 500 Index (+16.31%), and our peer benchmark, the Russell Top 50 Mega Cap Index (+15.39%). Our Fund beat the Lipper Large-Cap Core Funds Index (+13.99%).

For the calendar year, our Fund was up 31.67%, trailing our primary benchmark, the S&P 500 Index (+32.39%), and outperforming our peer benchmark, the Lipper Large-Cap Core Funds Index (+26.26%), and the Russell Top 50 Mega Cap Index (29.16%).

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

Standardized Returns as of December 31, 2013

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (7/31/97)
Blue Chip 35 Index Fund		11.19%		14.09%		31.67%		16.99%		6.49%		4.71%		6.41%
S&P 500 Index		10.51%		16.31%		32.39%		17.94%		7.41%		4.68%		6.03%
Russell Top 50 Mega Cap Index		11.48%		15.39%		29.16%		15.50%		6.00%		2.73%		4.77%
Lipper Large-Cap Core Funds Index		7.90%		13.99%		26.26%		16.22%		6.66%		4.05%		5.48%
Bridgeway Ultra-Large 35 Index		11.13%		14.15%		31.86%		17.44%		6.65%		4.71%		6.59%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell Top 50 Mega Cap Index measures the performance of the largest companies in the Russell 3000 Index. It includes 50 of the largest securities, based on a combination of their market cap and current index membership, and represents approximately 40% of the total market capitalization of the Russell 3000 Index. The Bridgeway Ultra-Large 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 December 31, 2013, Blue-Chip 35 Index Fund ranked 475th of 918 large-cap core funds for the twelve months ending December 31, 2013, 345th of 764 over the last five years, 340th of 516 over the last ten years, and 48th of 198 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.

  71 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

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 12/31/13

* 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 Calendar Year Performance by Company Size:

“Blue Chip” investing means large, stable and safe, which proved to be true in the bull market of the December quarter. The Fund’s larger market cap size helped relative performance by favoring the largest — and this quarter — best performing decile. Additionally, the Fund was overweighted in the strong performing Information Technology stocks and underweighted in the lagging Utilities stocks, thus positively contributing to relative performance.

Out of four quarters for the 2013 calendar year, the first three were strong small-cap periods. The Fund outperformed the S&P 500 Index in the small-cap driven first half of the year due to the equal-cap weighting of the strategy, resulting in “value-like” rebalancing by adding to lagging positions. For example, additions to our Hewlett Packard position at the end of 2012 and the stock’s tremendous performance in the first quarter of 2013, served to demonstrate the result of this aspect of the Fund’s design (Hewlett Packard was up 68% and added more than one percent to relative performance for the quarter). The third quarter was the most challenging quarter, with the Russell 2000 Index beating the Russell 1000 Index by four percent. The Fund lagged by 2.6%, as several design features were out of favor (larger market cap size hurt, low beta hurt, and low volatility hurt). The December quarter was the only quarter where ultra-large stocks outperformed the market and the size factor positively impacted the Fund’s performance. The Fund slightly outperformed and reduced relative underperformance to a small variance of less than one percent. In summary, our Fund demonstrated its design characteristics well in 2013, and it underperformed by a much smaller amount than one might expect in a dramatically small- and mid-company size driven market. Our strong performance versus the Russell Top 50 Index also demonstrates favorable performance in a relatively unfavorable environment.

In addition to quarterly rebalancing and in accordance with Bridgeway research of data that spans decades, we recomposed the Fund to maintain the desired exposure to ultra-large companies. This update moved the Fund closer to the market from an economic sector standpoint, and we expect the portfolio to move slightly towards core from a style perspective.

  www.bridgeway.com 72

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

(Unaudited)

										Annualized
CRSP Decile1	Quarter			6 Months			1 Year			5 Years			10 Years			88 Years
1 (ultra-large)		11.04	%		16.85	%		32.66	%		16.86	%		6.97	%		9.30	%
2		9.88	%		17.47	%		37.39	%		21.95	%		10.15	%		10.70	%
3		7.81	%		17.91	%		36.89	%		22.93	%		10.12	%		11.01	%
4		9.33	%		19.32	%		41.59	%		24.11	%		11.06	%		11.10	%
5		9.10	%		20.87	%		41.03	%		24.67	%		12.13	%		11.71	%
6		9.93	%		19.90	%		42.42	%		24.49	%		10.49	%		11.63	%
7		8.89	%		18.89	%		41.95	%		24.66	%		11.21	%		11.71	%
8		9.47	%		21.70	%		45.40	%		26.03	%		11.62	%		11.88	%
9		11.04	%		24.68	%		50.04	%		25.33	%		9.63	%		11.73	%
10 (ultra-small)		9.97	%		23.02	%		48.45	%		29.52	%		10.02	%		13.48	%

¹  Performance figures are as of the period ended December 31, 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 calendar year December 31, 2013:

Rank	Company	Industry	% Contribution to Return
1	Hewlett-Packard Co.	Computers & Peripherals	2.5%
2	Visa, Inc.	IT Services	1.6%
3	Google, Inc.	Internet Software & Services	1.6%
4	3M Company	Industrial Conglomerates	1.4%
5	CVS Caremark Corp.	Food & Staples Retailing	1.3%
6	United Parcel Service, Inc.	Air Freight & Logistics	1.2%
7	Microsoft Corp.	Software	1.2%
8	Goldman Sachs Group, Inc. (The)	Capital Markets	1.2%
9	United Technologies Corp.	Aerospace & Defense	1.1%
10	Bank of America Corp.	Diversified Financial Services	1.0%
11	JPMorgan Chase & Co.	Diversified Financial Services	1.0%
12	Schlumberger NV	Energy Equipment & Services	1.0%
13	General Electric Co.	Industrial Conglomerates	1.0%
14	Wells Fargo & Co.	Commercial Banks	1.0%
15	Johnson & Johnson	Pharmaceuticals	0.9%
16	Berkshire Hathaway, Inc.	Diversified Financial Services	0.9%
17	Intel Corp.	Semiconductors & Semiconductor Equipment	0.8%
18	Occidental Petroleum Corp.	Oil, Gas & Consumable Fuels	0.8%
19	ConocoPhillips	Oil, Gas & Consumable Fuels	0.8%
20	Pfizer, Inc.	Pharmaceuticals	0.7%
21	Monsanto Co.	Chemicals	0.7%
22	Merck & Co., Inc.	Pharmaceuticals	0.7%
23	AbbVie, Inc.*	Pharmaceuticals	0.7%
24	PepsiCo, Inc.	Beverages	0.7%
25	Procter & Gamble Co. (The)	Household Products	0.7%
26	Verizon Communications, Inc.	Diversified Telecommunication Services	0.7%
27	Wal-Mart Stores, Inc.	Food & Staples Retailing	0.6%
28	McDonald’s Corp.	Hotels, Restaurants & Leisure	0.6%
29	Chevron Corp.	Oil, Gas & Consumable Fuels	0.5%
30	Exxon Mobil Corp.	Oil, Gas & Consumable Fuels	0.5%

  73 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

(Unaudited)

Rank	Company	Industry	% Contribution to Return
31	Coca-Cola Co. (The)	Beverages	0.5%
32	Cisco Systems, Inc.	Communications Equipment	0.5%
33	Oracle Corp.	Software	0.4%
34	AT&T, Inc.	Diversified Telecommunication Services	0.4%
35	Abbott Laboratories	Pharmaceuticals	0.3%
36	Apple, Inc.	Computers & Peripherals	0.2%
37	International Business Machines Corp.	IT Services	0.0%

*Spinoff from Abbott Laboratories.

Industry Sector Representation as of December 31, 2013

	% of Net Assets			% of S&P 500 Index			Difference
Consumer Discretionary		10.8	%		12.5	%		-1.7	%
Consumer Staples		13.6	%		9.8	%		3.8	%
Energy		11.1	%		10.3	%		0.8	%
Financials		10.8	%		16.2	%		-5.4	%
Health Care		10.7	%		13.0	%		-2.3	%
Industrials		11.5	%		10.9	%		0.6	%
Information Technology		26.0	%		18.6	%		7.4	%
Materials		0.0	%		3.5	%		-3.5	%
Telecommunication Services		5.3	%		2.3	%		3.0	%
Utilities		0.0	%		2.9	%		-2.9	%
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 concerning market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 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

  www.bridgeway.com 74

Bridgeway Blue Chip 35 Index Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares			Value
COMMON STOCKS - 99.85%
Aerospace & Defense - 2.87%
United Technologies Corp.		131,380		$	14,951,044
Air Freight & Logistics - 2.84%
United Parcel Service, Inc., Class B		140,663			14,780,868
Beverages - 5.33%
Coca-Cola Co. (The)		342,214			14,136,860
PepsiCo, Inc.		164,150			13,614,601
					27,751,461
Biotechnology - 2.70%
Gilead Sciences, Inc.*		187,500			14,090,625
Commercial Banks - 2.66%
Wells Fargo & Co.		305,659	��		13,876,919
Communications Equipment - 2.73%
Cisco Systems, Inc.		632,408			14,197,560
Computers & Peripherals - 3.21%
Apple, Inc.		29,850			16,749,133
Diversified Financial Services - 8.16%
Bank of America Corp.		942,808			14,679,520
Berkshire Hathaway, Inc., Class B*		114,750			13,604,760
JPMorgan Chase & Co.		243,595			14,245,436
					42,529,716
Diversified Telecommunication Services - 5.29%
AT&T, Inc.		385,125			13,540,995
Verizon Communications, Inc.		285,389			14,024,015
					27,565,010
Energy Equipment & Services - 2.99%
Schlumberger, Ltd.		172,800			15,571,008
Food & Staples Retailing - 5.65%
CVS Caremark Corp.		217,200			15,545,004
Wal-Mart Stores, Inc.		176,419			13,882,411
					29,427,415
Hotels, Restaurants & Leisure - 2.61%
McDonald’s Corp.		140,400			13,623,012
Household Products - 2.64%
Procter & Gamble Co. (The)		169,226			13,776,689
Industrial Conglomerates - 5.81%
3M Co.		110,650			15,518,663

Industry Company	Shares		Value
Industrial Conglomerates (continued)
General Electric Co.		526,343	$	14,753,394
				30,272,057
Internet & Catalog Retail - 2.74%
Amazon.com, Inc.*		35,800		14,276,682
Internet Software & Services - 2.96%
Google, Inc., Class A*		13,770		15,432,177
IT Services - 6.03%
International Business Machines Corp.		72,867		13,667,663
Visa, Inc., Class A		79,650		17,736,462
				31,404,125
Media - 5.42%
Comcast Corp., Class A		271,400		14,103,301
Walt Disney Co. (The)		184,700		14,111,080
				28,214,381
Oil, Gas & Consumable Fuels - 8.13%
Chevron Corp.		108,295		13,527,129
ConocoPhillips		203,535		14,379,748
Exxon Mobil Corp.		142,687		14,439,924
				42,346,801
Pharmaceuticals - 8.00%
Johnson & Johnson		152,552		13,972,237
Merck & Co., Inc.		280,835		14,055,792
Pfizer, Inc.		445,944		13,659,265
				41,687,294
Semiconductors & Semiconductor Equipment - 5.46%
Intel Corp.		549,343		14,260,944
Qualcomm, Inc.		191,300		14,204,025
				28,464,969
Software - 5.62%
Microsoft Corp.		374,245		14,007,990
Oracle Corp.		399,313		15,277,716
				29,285,706
TOTAL COMMON STOCKS - 99.85%				520,274,652
(Cost $366,934,069)

  75 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

	Rate^		Shares		Value
MONEY MARKET FUND - 0.10%
BlackRock FedFund		0.02%		497,884		$497,884
TOTAL MONEY MARKET FUND - 0.10%						497,884
(Cost $ 497,884)
TOTAL INVESTMENTS - 99.95%						$520,772,536
(Cost $ 367,431,953)
Other Assets in Excess of Liabilities - 0.05%						271,601
NET ASSETS - 100.00%						$521,044,137
*     Non-income producing security. ^    Rate disclosed as of December 31, 2013.

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$	520,274,652	$	—	$	—	$	520,274,652
Money Market Fund		—		497,884		—		497,884
TOTAL	$	520,274,652	$	497,884	$	—	$	520,772,536

See Notes to Financial Statements.

  www.bridgeway.com 76

Managed Volatility Fund MANAGER’S COMMENTARY (Unaudited)

December 31, 2013

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended December 31, 2013, Managed Volatility Fund returned 2.74%, compared to our primary market benchmark, the S&P 500 Index (+10.51%), our peer benchmark, the Lipper Balanced Funds Index (+5.48%), and the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.04%). It was an up quarter for the broad stock market, but a poor one for shorter term fixed-income securities. While we performed well versus the Fund’s fixed-income benchmark, we did not capture 40% of the S&P 500 Index, capturing only 26% of the upside. Our performance is in line with design over shorter periods of time, and our risk profile remains at or below 40% of the S&P 500 Index. It was an “OK” quarter.

For the six-month “semi-annual” period ending December 31, 2013, our Fund was up 4.11%, trailing our primary market benchmark, the S&P 500 Index (+16.31%), and our peer benchmark, the Lipper Balanced Funds Index (+10.31%), but beating the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.38%).

For the calendar year, our Fund returned 9.25%, trailing the S&P 500 Index (+32.39%). We also trailed the Lipper Balanced Funds Index (+16.39%), but beat the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.36%). We captured only 29% of the S&P 500 Index upside versus our goal of 40%. While this performance is somewhat disappointing, it is in line with the Fund’s design in a very strong bull market environment. In addition, given our low volatility we are pleased with our performance in a year where we were up over 9%, which is the third best calendar year in our twelve-year history.

The table below presents our December quarter, six-month, 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 December 31, 2013

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		Since Inception (6/30/01)
Managed Volatility Fund		2.74%		4.11%		9.25%		7.03%		4.01%		4.06%
S&P 500 Index		10.51%		16.31%		32.39%		17.94%		7.41%		5.42%
Bloomberg/EFFAS U.S. Government 1-3 Year Total Return Bond Index		0.04%		0.38%		0.36%		1.17%		2.60%		3.05%
Lipper Balanced Funds Index		5.48%		10.31%		16.39%		12.62%		6.19%		5.36%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The 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 December 31, 2013, the Managed Volatility Fund ranked 471st of 533 mixed-asset target allocation moderate funds for the calendar year ended December 31, 2013, 397th of 398 over the past five years, 233rd of 251 over the last ten years, and 150th of 174 funds since inception in June, 2001. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

  77 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

According to data from Morningstar as of December 31, 2013, the Managed Volatility Fund ranked 177th of 241 long-short funds for the fiscal year ended December 31, 2013, 49th out of 75 funds over the past five years, and 20th out of 26 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 12/31/13

Detailed Explanation of Quarterly Performance

The Short Version: Performance was driven by equities on the upside and offset to a smaller degree by our futures hedging.

The main driver of Fund performance was the equity component, contributing approximately 5.1%, with additional positive performance from the options of approximately 0.7%. This positive performance was offset by the negative performance of the futures and fixed income.

Detailed Explanation of Calendar Year Performance

The Short Version: Performance was driven by equities on the upside and offset to a smaller degree by our futures hedging.

It was a very strong calendar year for the S&P 500 Index, and in big up markets like 2013, we tend to underperform an all equity, more volatile index. As in the 4th quarter, our performance was driven by equities on the upside and offset to a smaller degree by our futures hedging. These hedging strategies are vital to maintaining our low volatility positioning and consistency over longer periods of time. In the short term, performance can make you look like a genius or quite foolish. One interesting way to look at performance is with the use of rolling returns, which may offer a more effective measure, as they portray an accurate and in-depth picture of a portfolio’s performance and not a single point in time. The chart on the next page shows the frequency with which we achieved our capture ratio goal over one-, three-, and five-year rolling periods when the S&P 500 Index was positive. It shows that 68% of the time we have achieved our capture ratio goal over one-year rolling periods, 86% over 3-year rolling periods, and 91% over 5-year rolling periods. Accordingly, the percentage of periods in which we did not achieve our capture goal diminish significantly when observing performance over longer time periods.

  www.bridgeway.com 78

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

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	Exxon Mobil Corp.	Oil, Gas & Consumable Fuels		2.0%
2	Apple, Inc.	Computers & Peripherals		1.7%
3	AT&T, Inc.	Diversified Telecommunication Services		1.4%
4	Marathon Petroleum Corp.	Oil, Gas & Consumable Fuels		1.4%
5	Gap, Inc. (The)	Specialty Retail		1.3%
6	JPMorgan Chase & Co.	Diversified Financial Services		1.3%
7	Travelers Cos., Inc. (The)	Insurance		1.0%
8	Brown-Forman Corp.	Beverages		0.9%
9	Google, Inc.	Internet Software & Services		0.8%
10	Visa, Inc.	IT Services		0.8%
				12.6%

  79 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Industry Sector Representation as of December 31, 2013

Asset Type	% of Net Assets
Common Stock		54.0%
Consumer Discretionary		13.6%
Consumer Staples		8.5%
Energy		11.7%
Financials		16.0%
Health Care		10.5%
Industrials		8.8%
Information Technology		20.0%
Materials		3.6%
Telecommunication Services		4.1%
Utilities		3.1%
U.S. Government Obligations		45.4%
Covered Call Options Written		-1.1%
Put Options Written		-0.5%
Money Market Funds		2.0%
Other Assets in Excess of Liabilities		0.2%
Total		100%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 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.

Conclusion

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

Sincerely,

The Investment Management Team

  www.bridgeway.com 80

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 52.58%
Aerospace & Defense - 0.97%
Honeywell International, Inc.		800	$	73,096
Lockheed Martin Corp.		870		129,334
Northrop Grumman Corp.#		400		45,844
United Technologies Corp.#		940		106,972
				355,246
Air Freight & Logistics - 0.31%
FedEx Corp.#		800		115,016
Auto Components - 0.21%
Delphi Automotive PLC#		1,300		78,169
Automobiles - 0.18%
Ford Motor Co.#		4,200		64,806
Beverages - 1.42%
Brown-Forman Corp., Class B#		4,425		334,397
Coca-Cola Co. (The)#		4,500		185,895
				520,292
Biotechnology - 1.06%
Biogen Idec, Inc.*#		900		251,775
Gilead Sciences, Inc.*#		1,800		135,270
				387,045
Capital Markets - 1.28%
Ameriprise Financial, Inc.		680		78,234
Charles Schwab Corp. (The)#		3,500		91,000
Goldman Sachs Group, Inc. (The)#		1,000		177,260
Morgan Stanley		800		25,088
State Street Corp.#		1,300		95,407
				466,989
Chemicals - 1.25%
Dow Chemical Co. (The)#		1,500		66,600
Monsanto Co.		500		58,275
Praxair, Inc.#		1,200		156,036
Sherwin-Williams Co. (The)		600		110,100
Sigma-Aldrich Corp.		700		65,807
				456,818
Commercial Banks - 1.14%
Comerica, Inc.#		1,100		52,294
KeyCorp		3,700		49,654
U.S. Bancorp#		2,200		88,880

Industry Company	Shares		Value
Commercial Banks (continued)
Wells Fargo & Co.#		4,971	$	225,683
				416,511
Commercial Services & Supplies - 0.69%
Tyco International, Ltd.		4,400		180,576
Waste Management, Inc.#		1,600		71,792
				252,368
Communications Equipment - 0.75%
Cisco Systems, Inc.#		11,600		260,420
Juniper Networks, Inc.*		700		15,799
				276,219
Computers & Peripherals - 3.43%
Apple, Inc.#		1,100		617,221
EMC Corp.#		7,400		186,110
Hewlett-Packard Co.#		5,800		162,284
SanDisk Corp.#		1,300		91,702
Seagate Technology PLC#		3,500		196,560
				1,253,877
Consumer Finance - 0.67%
American Express Co.#		1,000		90,730
Capital One Financial Corp.#		2,000		153,220
				243,950
Containers & Packaging - 0.47%
Sealed Air Corp.#		5,000		170,250
Diversified Financial Services - 2.22%
Bank of America Corp.#		10,800		168,156
Berkshire Hathaway, Inc., Class B*		900		106,704
Citigroup, Inc.		3,310		172,484
JPMorgan Chase & Co.#		5,300		309,944
McGraw Hill Financial, Inc.		700		54,740
				812,028
Diversified Telecommunication Services - 2.01%
AT&T, Inc.#		14,600		513,336
CenturyLink, Inc.#		3,200		101,920
Frontier Communications Corp.		672		3,125
Verizon Communications, Inc.#		2,400		117,936
				736,317

  81 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Electric Utilities - 0.96%
American Electric Power Co., Inc.		1,100	$	51,414
Duke Energy Corp.		783		54,035
Entergy Corp.#		2,000		126,540
Exelon Corp.		1,500		41,085
Southern Co. (The)		1,900		78,109
				351,183
Electrical Equipment - 0.20%
Eaton Corp. PLC		400		30,448
Emerson Electric Co.		600		42,108
				72,556
Electronic Equipment, Instruments & Components - 0.05%
FLIR Systems, Inc.		600		18,060
Energy Equipment & Services - 0.96%
Baker Hughes, Inc.#		3,100		171,306
Halliburton Co.#		2,300		116,725
National Oilwell Varco, Inc.		800		63,624
				351,655
Food & Staples Retailing - 0.99%
CVS Caremark Corp.#		900		64,413
Kroger Co. (The)#		3,400		134,402
Safeway, Inc.		900		29,313
Wal-Mart Stores, Inc.#		1,700		133,773
				361,901
Food Products - 0.94%
Archer-Daniels-Midland Co.#		1,000		43,400
General Mills, Inc.		1,400		69,874
JM Smucker Co. (The)		1,400		145,068
Mead Johnson Nutrition Co.#		1,016		85,100
				343,442
Health Care Equipment & Supplies - 0.89%
Abbott Laboratories		1,300		49,829
Baxter International, Inc.#		1,300		90,415
Becton Dickinson & Co.		220		24,308
C.R. Bard, Inc.		500		66,970
Stryker Corp.#		1,260		94,676
				326,198
Health Care Providers & Services - 0.91%
Express Scripts Holding Co.*#		2,634		185,012
Laboratory Corp. of America Holdings*		300		27,411
Quest Diagnostics, Inc.#		400		21,416

Industry Company	Shares		Value
Health Care Providers & Services (continued)
UnitedHealth Group, Inc.		1,300	$	97,890
				331,729
Hotels, Restaurants & Leisure - 0.78%
McDonald’s Corp.		900		87,327
Starbucks Corp.		900		70,551
Yum! Brands, Inc.#		1,700		128,537
				286,415
Household Durables - 0.33%
Sony Corp. - Sponsored ADR#		7,000		121,030
Household Products - 1.14%
Colgate-Palmolive Co.#		2,200		143,462
Kimberly-Clark Corp.		1,000		104,460
Procter & Gamble Co. (The)#		2,100		170,961
				418,883
Independent Power Producers & Energy Traders - 0.08%
AES Corp.#		2,000		29,020
Industrial Conglomerates - 1.03%
3M Co.#		1,000		140,250
Danaher Corp.		500		38,600
General Electric Co.		7,100		199,013
				377,863
Insurance - 2.13%
Aflac, Inc.		300		20,040
Aon PLC#		1,700		142,613
Chubb Corp. (The)#		1,100		106,293
Genworth Financial, Inc., Class A*#		8,000		124,240
Progressive Corp. (The)		820		22,361
Travelers Cos., Inc. (The)#		4,000		362,160
				777,707
Internet & Catalog Retail - 0.54%
Amazon.com, Inc.*#		500		199,395
Internet Software & Services - 0.99%
eBay, Inc.*		1,300		71,357
Google, Inc., Class A*#		260		291,385
				362,742
IT Services - 1.57%
International Business Machines Corp.#		1,200		225,084
Teradata Corp.*		400		18,196

  www.bridgeway.com 82

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
IT Services (continued)
Visa, Inc., Class A#		1,300	$	289,484
Western Union Co. (The)#		2,500		43,125
				575,889
Leisure Equipment & Products - 0.23%
Hasbro, Inc.#		1,500		82,515
Life Sciences Tools & Services - 0.21%
Thermo Fisher Scientific, Inc.		700		77,945
Machinery - 0.67%
Deere & Co.#		2,700		246,591
Media - 1.72%
Comcast Corp., Class A		2,250		116,921
News Corp., Class A*		600		10,812
Omnicom Group, Inc.		1,000		74,370
Scripps Networks Interactive, Inc., Class A#		1,200		103,692
Time Warner, Inc.#		1,333		92,937
Twenty-First Century Fox, Inc., Class A#		2,400		84,432
Walt Disney Co. (The)#		1,900		145,160
				628,324
Multiline Retail - 0.41%
Big Lots, Inc.*		500		16,145
Dollar General Corp.*#		2,200		132,704
				148,849
Multi-Utilities - 0.58%
Dominion Resources, Inc.#		1,920		124,205
Sempra Energy#		1,000		89,760
				213,965
Oil, Gas & Consumable Fuels - 5.24%
Anadarko Petroleum Corp.		1,000		79,320
Apache Corp.		500		42,970
Chesapeake Energy Corp.		500		13,570
Chevron Corp.#		2,078		259,563
ConocoPhillips#		1,187		83,862
EOG Resources, Inc.		500		83,920
Exxon Mobil Corp.#		7,000		708,400
Marathon Petroleum Corp.#		5,300		486,169
Occidental Petroleum Corp.#		1,200		114,120
Phillips 66		593		45,738
				1,917,632

Industry Company	Shares		Value
Paper & Forest Products - 0.20%
International Paper Co.#		1,500	$	73,545
Pharmaceuticals - 2.52%
AbbVie, Inc.#		1,300		68,653
Actavis, PLC*#		700		117,600
Allergan, Inc.#		1,200		133,296
Bristol-Myers Squibb Co.		2,279		121,129
Johnson & Johnson#		2,500		228,975
Merck & Co., Inc.		1,600		80,080
Pfizer, Inc.#		5,600		171,528
				921,261
Real Estate Investment Trusts (REITs) - 0.63%
American Tower Corp.		1,200		95,784
Public Storage		900		135,468
				231,252
Road & Rail - 0.46%
Union Pacific Corp.		1,000		168,000
Semiconductors & Semiconductor Equipment - 1.81%
Applied Materials, Inc.		8,200		145,058
Broadcom Corp., Class A		1,400		41,510
Intel Corp.#		3,300		85,668
Micron Technology, Inc.*#		8,000		174,080
Qualcomm, Inc.#		2,000		148,500
Texas Instruments, Inc.#		1,570		68,939
				663,755
Software - 2.00%
Citrix Systems, Inc.*#		1,000		63,250
Electronic Arts, Inc.*#		11,000		252,340
Intuit, Inc.		500		38,160
Microsoft Corp.#		6,700		250,781
Oracle Corp.#		3,360		128,554
				733,085
Specialty Retail - 2.51%
AutoZone, Inc.*		600		286,764
CST Brands, Inc.		220		8,078
Gap, Inc. (The)#		11,700		457,236
Urban Outfitters, Inc.*#		4,500		166,950
				919,028
Textiles, Apparel & Luxury Goods - 0.31%
Coach, Inc.#		600		33,678
NIKE, Inc., Class B#		1,000		78,640
				112,318

  83 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry	Company			Shares		Value
Common Stocks (continued)
Trading Companies & Distributors - 0.35%
W.W. Grainger, Inc.					500	$	127,710
Wireless Telecommunication Services - 0.18%
Crown Castle International Corp.*					900		66,087
TOTAL COMMON STOCKS - 52.58%							19,243,431
(Cost $12,642,973)
Due Date	Discount Rate or Coupon Rate			Principal Amount		Value
U.S. GOVERNMENT OBLIGATIONS - 44.55%
U.S. Treasury Bills - 43.71%
01/16/2014		0.132	%(a)	$	2,000,000		1,999,890
01/30/2014		0.045	%(a)		2,000,000		1,999,927
02/27/2014		0.080	%(a)		2,000,000		1,999,747
03/20/2014		0.065	%(a)		1,000,000		999,872
03/27/2014		0.050	%(a)		2,000,000		1,999,696
03/27/2014		0.071	%(a)		3,000,000		2,999,544
04/17/2014		0.151	%(a)		2,000,000		1,999,782
05/29/2014		0.105	%(a)		2,000,000		1,999,530
							15,997,988
U.S. Treasury Notes - 0.84%
03/15/2014		1.250	%		100,000		100,234
02/15/2015		4.000	%		200,000		208,485
							308,719
TOTAL U.S. GOVERNMENT OBLIGATIONS - 44.55%							16,306,707
(Cost $16,296,828)

	Rate^			Shares		Value
MONEY MARKET FUND - 1.95%
BlackRock FedFund		0.02	%		715,129		$715,129
TOTAL MONEY MARKET FUND - 1.95%							715,129
(Cost $ 715,129)
TOTAL INVESTMENTS - 99.08%						$	36,265,267
(Cost $ 29,654,930)
Other Assets in Excess of Liabilities - 0.92%							335,691
NET ASSETS - 100.00%						$	36,600,958

* Non-income producing security.

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

^ Rate disclosed as of December 31, 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 84

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Company	Number of Contracts	Value
CALL OPTIONS WRITTEN - (1.08%)
3M Co.
Expiring April, 2014 at $135.00	3	$	(2,355	)
Abbvie, Inc.
Expiring February, 2014 at $52.50	5		(900	)
Actavis, PLC
Expiring January, 2014 at $140.00	3		(8,370	)
AES Corp.
Expiring May, 2014 at $14.00	5		(565	)
Allergan, Inc.
Expiring April, 2014 at $100.00	4		(5,480	)
Amazon.com, Inc.
Expiring April, 2014 at $390.00	2		(5,992	)
American Express Co.
Expiring January, 2014 at $80.00	3		(3,180	)
Aon PLC
Expiring January, 2014 at $75.00	5		(4,700	)
Apple, Inc.
Expiring February, 2014 at $550.00	5		(14,750	)
Expiring February, 2014 at $600.00	2		(2,020	)
			(16,770	)
Applied Materials, Inc.
Expiring January, 2014 at $18.00	20		(400	)
Archer-Daniels-Midland Co.
Expiring March, 2014 at $44.00	5		(955	)
AT&T, Inc.
Expiring January, 2014 at $35.00	100		(3,500	)
Baker Hughes, Inc.
Expiring January, 2014 at $50.00	8		(4,128	)
Bank of America Corp.
Expiring January, 2014 at $15.00	15		(1,080	)
Baxter International, Inc.
Expiring January, 2014 at $67.50	4		(936	)
Biogen Idec, Inc.
Expiring January, 2014 at $245.00	3		(10,794	)
Brown-Forman Corp., Class B
Expiring March, 2014 at $75.00	10		(2,280	)
Capital One Financial Corp.
Expiring March, 2014 at $75.00	5		(1,850	)
Centurylink, Inc.
Expiring January, 2014 at $32.00	8		(320	)
Charles Schwab Corp. (The)
Expiring January, 2014 at $22.00	10		(4,200	)
Chevron Corp.
Expiring January, 2014 at $130.00	5		(60	)
Chubb Corp. (The)
Expiring April, 2014 at $95.00	3		(1,155	)

Company	Number of Contracts	Value
Cisco Systems, Inc.
Expiring January, 2014 at $25.00	15	$	(15	)
Citrix Systems, Inc.
Expiring March, 2014 at $62.50	3		(1,230	)
Coach, Inc.
Expiring February, 2014 at $55.00	6		(1,824	)
Coca-Cola Co. (The)
Expiring February, 2014 at $40.00	10		(1,770	)
Colgate-Palmolive Co.
Expiring February, 2014 at $65.00	6		(900	)
Comerica, Inc.
Expiring April, 2014 at $47.00	4		(956	)
ConocoPhillips
Expiring January, 2014 at $72.50	3		(72	)
CVS Caremark Corp.
Expiring May, 2014 at $67.50	3		(1,668	)
Deere & Co.
Expiring March, 2014 at $90.00	10		(3,850	)
Delphi Automotive PLC
Expiring February, 2014 at $62.50	4		(520	)
Dollar General Corp.
Expiring January, 2014 at $60.00	6		(900	)
Dominion Resources, Inc.
Expiring January, 2014 at $62.50	5		(1,325	)
Electronic Arts, Inc.
Expiring March, 2014 at $24.00	110		(14,740	)
EMC Corp.
Expiring January, 2014 at $27.00	17		(51	)
Entergy Corp.
Expiring March, 2014 at $65.00	20		(2,200	)
Express Scripts Holding Co.
Expiring February, 2014 at $67.50	5		(2,000	)
Exxon Mobil Corp.
Expiring February, 2014 at $100.00	10		(2,750	)
Expiring January, 2014 at $87.50	30		(40,200	)
			(42,950	)
FedEx Corp.
Expiring January, 2014 at $115.00	4		(11,440	)
Ford Motor Co.
Expiring January, 2014 at $18.00	10		(10	)
Gap, Inc. (The)
Expiring February, 2014 at $39.00	80		(9,920	)
Expiring March, 2014 at $39.00	10		(1,980	)
			(11,900	)

  85 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Company	Number of Contracts	Value
Call Options Written (continued)
Genworth Financial, Inc., Class A
Expiring March, 2014 at $16.00	50	$	(3,600	)
Expiring January, 2014 at $13.00	30		(7,470	)
			(11,070	)
Gilead Sciences, Inc.
Expiring January, 2014 at $65.00	6		(6,060	)
Goldman Sachs Group, Inc. (The)
Expiring April, 2014 at $175.00	10		(8,700	)
Google, Inc., Class A
Expiring February, 2014 at $1,200.00	1		(980	)
Halliburton Co.
Expiring January, 2014 at $50.00	6		(840	)
Hasbro, Inc.
Expiring April, 2014 at $50.00	5		(2,850	)
Expiring April, 2014 at $52.50	5		(1,800	)
			(4,650	)
Hewlett-Packard Co.
Expiring February, 2014 at $27.00	10		(2,150	)
Expiring January, 2014 at $23.00	5		(2,585	)
			(4,735	)
Intel Corp.
Expiring January, 2014 at $23.00	8		(2,440	)
International Paper Co.
Expiring April, 2014 at $50.00	5		(985	)
Johnson & Johnson
Expiring February, 2014 at $97.50	8		(128	)
JPMorgan Chase & Co.
Expiring February, 2014 at $57.50	12		(2,472	)
Expiring January, 2014 at $52.50	5		(2,965	)
			(5,437	)
Kroger Co. (The)
Expiring January, 2014 at $41.00	8		(80	)
Marathon Petroleum Corp.
Expiring April, 2014 at $90.00	30		(20,400	)
Expiring January, 2014 at $67.50	5		(12,300	)
			(32,700	)
Mead Johnson Nutrition Co.
Expiring May, 2014 at $85.00	3		(1,350	)
Micron Technology, Inc.
Expiring January, 2014 at $19.00	20		(6,000	)
Microsoft Corp.
Expiring February, 2014 at $37.00	12		(1,824	)
Expiring March, 2014 at $40.00	10		(590	)
			(2,414	)

Company	Number of Contracts	Value
NIKE, Inc., Class B
Expiring January, 2014 at $70.00	5	$	(4,300	)
Occidental Petroleum Corp.
Expiring January, 2014 at $95.00	3		(570	)
Oracle Corp.
Expiring February, 2014 at $37.00	10		(1,770	)
Pfizer, Inc.
Expiring January, 2014 at $29.00	15		(2,610	)
Praxair, Inc.
Expiring January, 2014 at $125.00	4		(2,092	)
Procter & Gamble Co. (The)
Expiring April, 2014 at $85.00	3		(297	)
Qualcomm, Inc.
Expiring February, 2014 at $77.50	7		(679	)
Quest Diagnostics, Inc.
Expiring February, 2014 at $60.00	2		(60	)
Sandisk Corp.
Expiring January, 2014 at $65.00	3		(1,770	)
Scripps Networks Interactive, Inc., Class A
Expiring March, 2014 at $85.00	4		(1,844	)
Seagate Technology PLC
Expiring January, 2014 at $42.00	35		(50,050	)
Sealed Air Corp.
Expiring April, 2014 at $30.00	50		(24,500	)
Sempra Energy
Expiring April, 2014 at $95.00	3		(333	)
Sony Corp. - Sponsored ADR
Expiring February, 2014 at $18.00	40		(2,400	)
State Street Corp.
Expiring January, 2014 at $70.00	3		(1,125	)
Stryker Corp.
Expiring January, 2014 at $72.50	3		(930	)
Texas Instruments, Inc.
Expiring January, 2014 at $41.00	4		(1,192	)
Time Warner, Inc.
Expiring January, 2014 at $70.00	4		(372	)
Travelers Cos., Inc. (The)
Expiring January, 2014 at $90.00	10		(1,290	)
Twenty-First Century Fox, Inc., Class A
Expiring January, 2014 at $34.00	6		(780	)
Tyco International Ltd.
Expiring January, 2014 at $35.00	10		(5,900	)
United Technologies Corp.
Expiring February, 2014 at $110.00	3		(1,533	)

  www.bridgeway.com 86

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Company	Number of Contracts	Value
Call Options Written (continued)
Urban Outfitters, Inc.
Expiring March, 2014 at $37.00	45	$	(9,000	)
Verizon Communications, Inc.
Expiring February, 2014 at $52.50	4		(68	)
Visa, Inc., Class A
Expiring March, 2014 at $220.00	4		(4,380	)
Wal-Mart Stores, Inc.
Expiring January, 2014 at $77.50	5		(755	)
Walt Disney Co. (The)
Expiring April, 2014 at $75.00	5		(2,100	)
Waste Management, Inc.
Expiring April, 2014 at $44.00	4		(760	)
Wells Fargo & Co.
Expiring January, 2014 at $43.00	10		(2,390	)
Western Union Co.
Expiring February, 2014 at $17.00	10		(800	)
Western Union Co. (The)
Expiring January, 2014 at $19.00	5		(25	)
Yum! Brands, Inc.
Expiring January, 2014 at $72.50	4		(1,420	)
TOTAL CALL OPTIONS WRITTEN — (1.08%)			(396,955	)
(Premiums received $(226,766))
PUT OPTIONS WRITTEN - (0.51%)
Activision Blizzard, Inc.
Expiring February, 2014 at $17.00	125		(5,750	)
ADT Corp. (The)
Expiring April, 2014 at $39.00	90		(15,300	)
Agrium, Inc.
Expiring January, 2014 at $90.00	35		(3,150	)
CF Industries Holdings, Inc.
Expiring February, 2014 at $225.00	16		(10,400	)
Exxon Mobil Corp.
Expiring February, 2014 at $95.00	20		(1,380	)
General Motors Co.
Expiring March, 2014 at $38.00	50		(5,650	)
Genworth Financial, Inc., Class A
Expiring January, 2014 at $14.00	20		(100	)
Goldman Sachs Group, Inc. (The)
Expiring April, 2014 at $175.00	10		(6,900	)
Goodyear Tire & Rubber Co. (The)
Expiring January, 2014 at $22.00	150		(1,800	)

Company	Number of Contracts	Value
Herbalife Ltd.
Expiring February, 2014 at $70.00	50	$	(18,250	)
Hewlett-Packard Co.
Expiring February, 2014 at $27.00	135		(13,770	)
International Business Machines Corp.
Expiring January, 2014 at $185.00	15		(2,025	)
L-3 Communications Holdings
Expiring April, 2014 at $105.00	11		(3,630	)
Level 3 Communications, Inc.
Expiring March, 2014 at $29.00	80		(5,600	)
Expiring March, 2014 at $30.00	31		(2,790	)
			(8,390	)
Marathon Petroleum Corp.
Expiring April, 2014 at $80.00	22		(4,620	)
Marvell Technology Group Ltd.
Expiring February, 2014 at $14.00	150		(9,900	)
Motorola Solutions, Inc.
Expiring January, 2014 at $60.00	50		(500	)
Nordstrom, Inc.
Expiring April, 2014 at $60.00	25		(5,225	)
Northrop Grumman Corp.
Expiring February, 2014 at $100.00	31		(1,395	)
Pfizer, Inc.
Expiring January, 2014 at $29.00	100		(500	)
Prudential Financial, Inc.
Expiring March, 2014 at $90.00	35		(11,025	)
Quest Diagnostics, Inc.
Expiring February, 2014 at $50.00	70		(7,210	)
Sony Corp.—Sponsored ADR
Expiring January, 2014 at $19.00	20		(3,100	)
Southwest Airlines Co.
Expiring March, 2014 at $18.00	225		(11,700	)
Stanley Black & Decker, Inc.
Expiring April, 2014 at $80.00	40		(16,000	)
Time Warner, Inc.
Expiring January, 2014 at $65.00	23		(207	)
Expiring January, 2014 at $60.00	26		(182	)
			(389	)
TRW Automotive Holdings Corp.
Expiring January, 2014 at $75.00	25		(4,625	)

  87 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN (continued)
Showing percentage of net assets as of December 31, 2013 (Unaudited)

Company	Number of Contracts	Value
Put Options Written (continued)
Wellpoint, Inc.
Expiring January, 2014 at $85.00	15	$	(285	)
Western Union Co.
Expiring February, 2014 at $17.00	200		(12,600	)
TOTAL PUT OPTIONS WRITTEN — (0.51%)			(185,569	)
(Premiums received $(342,229))
TOTAL OPTIONS WRITTEN — (1.59%)		$	(582,524	)
(Premiums received $(568,995))

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$	19,243,431		$	—	$	—	$	19,243,431
U.S. Government Obligations		—			16,306,707		—		16,306,707
Money Market Fund		—			715,129		—		715,129
TOTAL	$	19,243,431		$	17,021,836	$	—	$	36,265,267
				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	$	(582,524	)	$	—	$	—	$	(582,524	)
TOTAL	$	(582,524	)	$	—	$	—	$	(582,524	)

See Notes to Financial Statements.

  www.bridgeway.com 88

THIS PAGE INTENTIONALLY LEFT BLANK

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2013 (Unaudited)

ASSETS	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market		Small-Cap   Momentum
Investments at value	$	251,475,973		$	178,709,577		$	455,358,527	$	6,147,052
Receivables:
Portfolio securities sold		7,406,567			70,946			90,757		-
Fund shares sold		58,527			-			541,636		-
Dividends and interest		128,157			150,390			344,002		3,985
Receivable from investment adviser		-			-			-		7,595
Deposits with brokers		-			-			-		-
Prepaid expenses		27,707			16,183			42,725		7,375
Total assets		259,096,931			178,947,096			456,377,647		6,166,007
LIABILITIES
Payables:
Portfolio securities purchased		5,758,468			442,691			901,848		3,465
Fund shares redeemed		631,180			4,563			602,853		-
Loan payable		1,610,000			-			-		-
Payable upon return of securities loaned		3,669,998			26,371,034			36,128,987		317,050
Accrued Liabilities:
Investment adviser fees		187,263			112,367			173,458		-
Administration fees		4,947			2,969			8,255		117
Directors’ fees		2,411			1,193			3,150		16
Other		137,037			50,375			166,973		27,785
Call options written at value		-			-			-		-
Put options written at value		-			-			-		-
Total liabilities		12,001,304			26,985,192			37,985,524		348,433
NET ASSETS	$	247,095,627		$	151,961,904		$	418,392,123	$	5,817,574
NET ASSETS REPRESENT
Paid-in capital	$	349,785,734		$	102,385,114		$	254,027,411	$	4,948,323
Undistributed (distributions in excess of) net investment income		471,289			(83,655	)		(2,176,988)		(499)
Accumulated net realized gain (loss) on investments		(149,371,789	)		8,359,368			11,305,671		189,943
Net unrealized appreciation on investments		46,210,393			41,301,077			155,236,029		679,807
NET ASSETS	$	247,095,627		$	151,961,904		$	418,392,123	$	5,817,574
Shares of common stock outstanding of $.001 par value*		4,773,804			3,743,115			24,604,279		448,553
Net asset value, offering price and redemption price per share	$	51.76		$	40.60		$	17.00(a)	$	12.97(a)
Total investments at cost	$	205,265,580		$	137,408,500		$	300,122,498	$	5,467,245
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.

  90 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Small-Cap           Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35  Index			Managed Volatility
$	41,009,223		$	92,396,558		$	55,049,931		$	520,772,536		$	36,265,267
	67,589			1,161,595			583,401			72,716,724			180,409
	322			2,677			10,000			593,558			704,215
	24,953			58,531			20,875			652,500			19,259
	-			-			-			977			-
	-			-			-			-			54,558
	13,614			18,044			15,179			63,620			9,766
	41,115,701			93,637,405			55,679,386			594,799,915			37,233,474
	242,871			392,065			-			73,455,039			954
	2,600			83,807			65,650			225,471			-
	-			-			594,000			-			-
	4,825,401			4,530,788			620,100			-			-
	11,987			52,915			19,519			-			12,021
	710			1,748			1,096			10,446			727
	322			893			530			3,317			230
	34,788			55,929			41,462			61,505			36,060
	-			-			-			-			396,955
	-			-			-			-			185,569
	5,118,679			5,118,145			1,342,357			73,755,778			632,516
$	35,997,022		$	88,519,260		$	54,337,029		$	521,044,137		$	36,600,958
$	49,110,083		$	105,306,813		$	64,679,937		$	394,808,664		$	36,098,428
	31,621			290,595			(16,278	)		(4,668	)		29,440
	(21,044,809	)		(32,126,775	)		(24,147,053	)		(27,100,442	)		(6,123,718	)
	7,900,127			15,048,627			13,820,423			153,340,583			6,596,808
$	35,997,022		$	88,519,260		$	54,337,029		$	521,044,137		$	36,600,958
	2,000,917			3,951,029			2,837,878			48,579,085			2,764,964
$	17.99		$	22.40		$	19.15		$	10.73		$	13.24
$	33,109,096		$	77,347,931		$	41,229,508		$	367,431,953		$	29,654,930
$	-		$	-		$	-		$	-		$	226,766
$	-		$	-		$	-		$	-		$	342,229

  www.bridgeway.com 91

STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2013 (Unaudited)

	Aggressive Investors 1		Ultra-Small Company		Ultra-Small Company Market		Small-Cap   Momentum
INVESTMENT INCOME
Dividends	$	1,622,273	$	873,733	$	2,598,457	$	29,805
Less: foreign taxes withheld		(16,037)		(148)		-		(4)
Interest		-		-		-		-
Securities lending		22,774		542,688		704,588		3,857
Total Investment Income		1,629,010		1,416,273		3,303,045		33,658
EXPENSES
Investment advisory fees - Base fees		1,059,613		646,820		960,546		14,815
Investment advisory fees - Performance adjustment		(241,979)		-		-		-
Administration fees		30,204		18,443		49,255		690
Accounting fees		37,756		35,083		59,193		29,552
Transfer agent fees		93,740		28,614		64,003		16,167
Audit fees		14,351		9,845		18,323		4,705
Legal fees		15,299		7,964		20,646		819
Custody fees		3,185		6,492		12,466		6,612
Blue sky fees		10,357		5,652		12,301		9,880
Directors’ and officers’ fees		13,425		8,012		21,042		266
Shareholder servicing fees		76,280		14,500		137,275		1,770
Reports to shareholders		20,859		4,212		19,966		3,318
Miscellaneous expenses		24,618		17,548		35,780		358
Total Expenses		1,157,708		803,185		1,410,796		88,952
Less investment advisory fees waived		-		-		-		(14,815)
Less expense reimbursed by investment adviser		-		-		-		(49,980)
Net Expenses		1,157,708		803,185		1,410,796		24,157
NET INVESTMENT INCOME		471,302		613,088		1,892,249		9,501
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		27,277,611		19,299,195		18,530,971		456,850
Written options		-		-		-		-
Futures contracts		-		-		-		-
Net Realized Gain (Loss)		27,277,611		19,299,195		18,530,971		456,850
Change in Unrealized Appreciation (Depreciation) on:
Investments		16,161,387		6,059,882		55,843,908		465,010
Written options		-		-		-		-
Net Change in Unrealized Appreciation (Depreciation)		16,161,387		6,059,882		55,843,908		465,010
Net Realized and Unrealized Gain on Investments		43,438,998		25,359,077		74,374,879		921,860
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	43,910,300	$	25,972,165	$	76,267,128	$	931,361

See Notes to Financial Statements.

  92 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Small-Cap           Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35  Index			Managed Volatility
	$    111,810		$	729,480		$	378,489		$	6,089,203		$	161,153
	-			-			-			-			-
	-			-			-			-			11,501
	84,425			18,813			3,980			-			31
	196,235			748,293			382,469			6,089,203			172,685
	105,153			253,385			129,750			200,751			91,485
	(12,341	)		20,393			(9,672	)		-			-
	4,495			10,839			6,657			64,397			3,901
	24,889			28,752			26,204			52,698			27,951
	25,816			33,411			27,033			25,826			20,893
	5,867			7,947			6,702			22,519			8,209
	2,619			5,459			3,664			21,941			4,196
	1,373			2,098			1,255			3,810			3,484
	10,576			11,130			10,855			19,286			10,713
	1,958			4,875			2,949			26,852			1,603
	10,782			26,838			17,271			75,420			8,531
	3,595			7,088			4,688			10,421			2,546
	3,512			8,910			5,029			50,569			2,654
	188,294			421,125			232,385			574,490			186,166
	(23,684	)		(24,211	)		(14,258	)		(198,166	)		(42,924	)
	-			-			-			-			-
	164,610			396,914			218,127			376,324			143,242
	31,625			351,379			164,342			5,712,879			29,443
	4,299,131			13,743,501			5,909,832			23,443,365			128,762
	-			-			-			-			413,218
	-			-			-			-			(1,254,716	)
	4,299,131			13,743,501			5,909,832			23,443,365			(712,736	)
	1,691,135			(862,778	)		2,819,201			36,576,436			1,937,114
	-			-			-			-			(14,594	)
	1,691,135			(862,778	)		2,819,201			36,576,436			1,922,520
	5,990,266			12,880,723			8,729,033			60,019,801			1,209,784
	$6,021,891		$	13,232,102		$	8,893,375		$	65,732,680		$	1,239,227

  www.bridgeway.com 93

STATEMENTS OF CHANGES IN NET ASSETS

	Aggressive Investors 1							Ultra-Small Company
	Six Months Ended December 31, 2013			Year Ended June 30, 2013				Six Months Ended December 31, 2013			Year Ended June 30, 2013
	(Unaudited)							(Unaudited)
OPERATIONS
Net investment income	$	471,302		$	3,630,176			$	613,088		$	1,497,265
Net realized gain on investments		27,277,611			34,045,332				19,299,195			14,089,319
Net change in unrealized appreciation (depreciation) on investments		16,161,387			21,290,661				6,059,882			25,117,050
Net increase in net assets resulting from operations		43,910,300			58,966,169				25,972,165			40,703,634
DISTRIBUTIONS:
From net investment income		(1,735,698	)		(2,292,186	)			(2,464,929	)		(62,868	)
From net realized gains		-			-				(17,948,089	)		-
Net decrease in net assets from distributions		(1,735,698	)		(2,292,186	)			(20,413,018	)		(62,868	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		3,995,644			6,787,030				1,154,611			2,581,100
Reinvestment of distributions		1,660,793			2,181,600				19,320,983			59,092
Cost of shares redeemed		(22,072,217	)		(50,315,693	)			(6,137,336	)		(13,326,070	)
Redemption fees		-			-				-			-
Net increase (decrease) in net assets resulting from share transactions		(16,415,780	)		(41,347,063	)			14,338,258			(10,685,878	)
Net increase in net assets		25,758,822			15,326,920		��		19,897,405			29,954,888
NET ASSETS:
Beginning of period		221,336,805			206,009,885				132,064,499			102,109,611
End of period**	$	247,095,627		$	221,336,805			$	151,961,904		$	132,064,499
SHARES ISSUED & REDEEMED
Issued		83,284			174,498				27,659			78,300
Distributions reinvested		33,024			59,607				505,785			1,946
Redeemed		(465,028	)		(1,330,685	)			(145,217	)		(428,719	)
Net increase (decrease)		(348,720	)		(1,096,580	)			388,227			(348,473	)
Outstanding at beginning of period		5,122,524			6,219,104				3,354,888			3,703,361
Outstanding at end of period		4,773,804			5,122,524				3,743,115			3,354,888
** Including undistributed net investment income of:	$	471,289		$	1,735,685			$	(83,655	)	$	1,768,186

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

See Notes to Financial Statements.

  94 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Ultra-Small Company Market						Small-Cap Momentum
Six Months Ended December 31, 2013			Year Ended June 30, 2013			Six Months Ended December 31, 2013			Year Ended June 30, 2013
(Unaudited)						(Unaudited)
$	1,892,249		$	4,613,726		$	9,501		$	25,214
	18,530,971			55,192,553			456,850			486,519
	55,843,908			20,284,191			465,010			57,748
	76,267,128			80,090,470			931,361			569,481
	(4,139,611	)		(7,601,549	)		(10,130	)		(35,238	)
	(35,854,743	)		(48,273,139	)		(611,659	)		(217,605	)
	(39,994,354	)		(55,874,688	)		(621,789	)		(252,843	)
	39,475,958			48,231,443			1,038,970			3,155,868
	36,966,829			49,916,712			621,508			252,588
	(36,008,904	)		(83,188,211	)		(589,791	)		(1,358,548	)
	38,529			39,173			525			50
	40,472,412			14,999,117			1,071,212			2,049,958
	76,745,186			39,214,899			1,380,784			2,366,596
	341,646,937			302,432,038			4,436,790			2,070,194
$	418,392,123		$	341,646,937		$	5,817,574		$	4,436,790
	2,323,004			3,379,810			80,169			275,593
	2,277,685			3,990,145			49,921			23,965
	(2,128,262	)		(5,852,736	)		(45,522	)		(119,578	)
	2,472,427			1,517,219			84,568			179,980
	22,131,852			20,614,633			363,985			184,005
	24,604,279			22,131,852			448,553			363,985
$	(2,176,988	)	$	70,374		$	(499	)	$	130

  www.bridgeway.com 95

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	Small-Cap Growth						Small-Cap Value
	Six Months Ended December 31, 2013			Year Ended June 30, 2013			Six Months Ended December 31, 2013			Year Ended June 30, 2013
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income		$       31,625			$    180,324			$     351,379			$  1,294,662
Net realized gain (loss) on investments		4,299,131			4,136,945			13,743,501			10,089,532
Net change in unrealized appreciation (depreciation) on investments		1,691,135			3,409,886			(862,778	)		9,535,422
Net increase in net assets resulting from operations		6,021,891			7,727,155			13,232,102			20,919,616
DISTRIBUTIONS:
From net investment income		(134,922	)		-			(411,510	)		(1,722,036	)
Net decrease in net assets from distributions		(134,922	)		-			(411,510	)		(1,722,036	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		3,571,372			1,187,084			5,027,811			21,865,548
Reinvestment of distributions		128,745			-			390,564			1,624,584
Cost of shares redeemed		(4,194,905	)		(10,087,659	)		(8,967,677	)		(31,049,588	)
Net increase (decrease) in net assets resulting from share transactions		(494,788	)		(8,900,575	)		(3,549,302	)		(7,559,456	)
Net increase (decrease) in net assets		5,392,181			(1,173,420	)		9,271,290			11,638,124
NET ASSETS:
Beginning of period		30,604,841			31,778,261			79,247,970			67,609,846
End of period*		$35,997,022			$30,604,841			$88,519,260			$79,247,970
SHARES ISSUED & REDEEMED
Issued		214,567			86,543			242,696			1,304,196
Distributions reinvested		7,459			-			18,174			100,781
Redeemed		(246,682	)		(793,794	)		(434,937	)		(1,840,442	)
Net increase (decrease)		(24,656	)		(707,251	)		(174,067	)		(435,465	)
Outstanding at beginning of period		2,025,573			2,732,824			4,125,096			4,560,561
Outstanding at end of period		2,000,917			2,025,573			3,951,029			4,125,096
* Including undistributed (distributions in excess of) net investment income of:		$       31,621			$     134,918			$     290,595			$     350,726

See Notes to Financial Statements.

  96 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

Large-Cap Growth						Blue Chip 35 Index						Managed Volatility
Six Months Ended December 31, 2013			Year Ended June 30, 2013			Six Months Ended December 31, 2013			Year Ended June 30, 2013			Six Months Ended December 31, 2013			Year Ended June 30, 2013
(Unaudited)						(Unaudited)						(Unaudited)
	$     164,342			$     520,067			$    5,712,879			$    7,359,556			$       29,443			$       90,434
	5,909,832			3,467,573			23,443,365			9,150,508			(712,736	)		705,496
	2,819,201			5,833,513			36,576,436			39,947,827			1,922,520			912,343
	8,893,375			9,821,153			65,732,680			56,457,891			1,239,227			1,708,273
	(269,798	)		(610,529	)		(9,822,019	)		(6,835,197	)		(90,423	)		(99,887	)
	(269,798	)		(610,529	)		(9,822,019	)		(6,835,197	)		(90,423	)		(99,887	)
	1,091,804			1,201,169			62,100,736			240,050,743			13,390,698			10,018,161
	257,823			577,615			9,492,007			6,403,524			84,812			93,246
	(3,602,741	)		(11,466,357	)		(69,605,552	)		(97,091,282	)		(4,726,584	)		(8,721,810	)
	(2,253,114	)		(9,687,573	)		1,987,191			149,362,985			8,748,926			1,389,597
	6,370,463			(476,949	)		57,897,852			198,985,679			9,897,730			2,997,983
	47,966,566			48,443,515			463,146,285			264,160,606			26,703,228			23,705,245
	$54,337,029			$47,966,566			$521,044,137			$463,146,285			$36,600,958			$26,703,228
	60,293			82,722			6,137,780			26,105,773			1,027,244			809,859
	13,944			41,258			921,554			765,972			6,489			7,600
	(200,622	)		(794,886	)		(6,776,689	)		(10,931,914	)		(363,241	)		(708,751	)
	(126,385	)		(670,906	)		282,645			15,939,831			670,492			108,708
	2,964,263			3,635,169			48,296,440			32,356,609			2,094,472			1,985,764
	2,837,878			2,964,263			48,579,085			48,296,440			2,764,964			2,094,472
	$     (16,278	)		$      89,178			$         (4,668	)		$   4,104,472			$      29,440			$      90,420

  www.bridgeway.com 97

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

AGGRESSIVE INVESTORS 1

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	2010	2009
Net Asset Value, Beginning of Period	$43.21	$33.13	$38.19	$27.67	$25.93	$53.96
Income from Investment Operations:
Net Investment Income(a)	0.09	0.65	0.62	0.51	0.58	0.30
Net Realized and Unrealized Gain (Loss)	8.82	9.84	(4.37)	10.72	1.40	(28.00)
Total from Investment Operations	8.91	10.49	(3.75)	11.23	1.98	(27.70)
Less Distributions to Shareholders from:
Net Realized Gain	-	-	-	-	-	(0.33)
Net Investment Income	(0.36)	(0.41)	(1.31)	(0.71)	(0.24)	-
Total Distributions	(0.36)	(0.41)	(1.31)	(0.71)	(0.24)	(0.33)
Net Asset Value, End of Period	$51.76	$43.21	$33.13	$38.19	$27.67	$25.93
Total Return	20.65%(b)	31.92%	(9.57%)	40.81%	7.56%	(51.31%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$247,096	$221,337	$206,010	$106,757	$93,008	$115,835
Expenses Before Waivers and Reimbursements(c)	0.98%(d)	0.74%(d)	(0.04%)(d)	(0.41%)(d)	(0.51%)(d)	0.34%(d)
Expenses After Waivers and Reimbursements(c)	0.98%	0.74%	(0.04%)	(0.41%)	(0.51%)	0.34%
Net Investment Income After Waivers and Reimbursements(c)	0.40%	1.69%	1.86%	1.49%	1.94%	0.97%
Portfolio Turnover Rate	60%(b)	149%	125%	107%	118%	134%

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

(b) Not annualized.

(c) Annualized for periods less than one year.

(d) For the years ended June 30, 2009, June 30, 2010, June 30, 2011, June 30, 2012, June 30, 2013 and the period ended December 31, 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.

See Notes to Financial Statements.

  98 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	2010	2009
Net Asset Value, Beginning of Period	$39.36	$27.57	$29.65	$22.94	$19.76	$24.59
Income from Investment Operations:
Net Investment Income(a)	0.18	0.43	0.13	0.07	0.19	0.23
Net Realized and Unrealized Gain (Loss)	7.33	11.38	(1.79)	6.83	3.22	(5.03)
Total from Investment Operations	7.51	11.81	(1.66)	6.90	3.41	(4.80)
Less Distributions to Shareholders from:
Net Realized Gain	(5.51)	-	-	-	-	-
Net Investment Income	(0.76)	(0.02)	(0.42)	(0.19)	(0.23)	(0.03)
Total Distributions	(6.27)	(0.02)	(0.42)	(0.19)	(0.23)	(0.03)
Net Asset Value, End of Period	$40.60	$39.36	$27.57	$29.65	$22.94	$19.76
Total Return	20.08%(b)	42.85%	(5.41%)	30.12%	17.26%	(19.48%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$151,962	$132,064	$102,110	$94,434	$81,582	$73,708
Expenses Before Waivers and Reimbursements(c)	1.11%	1.17%	1.22%	1.18%	1.17%	1.16%
Expenses After Waivers and Reimbursements(c)	1.11%	1.17%	1.22%	1.18%	1.17%	1.16%
Net Investment Income After Waivers and Reimbursements(c)	0.85%	1.33%	0.49%	0.27%	0.83%	1.23%
Portfolio Turnover Rate	41%(b)	89%	93%	110%	133%	90%

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

(b) Not annualized.

(c) Annualized for periods less than one year.

See Notes to Financial Statements.

  www.bridgeway.com 99

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY MARKET

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	2010	2009
Net Asset Value, Beginning of Period	$15.44	$14.67	$15.34	$11.72	$10.50	$15.33
Income from Investment Operations:
Net Investment Income(a)	0.09	0.22	0.12	0.12	0.14	0.14
Net Realized and Unrealized Gain (Loss)	3.24	3.49	(0.09)	3.65	1.25	(3.88)
Total from Investment Operations	3.33	3.71	0.03	3.77	1.39	(3.74)
Less Distributions to Shareholders from:
Net Realized Gain	(1.59)	(2.54)	(0.56)	-	-	(0.89)
Net Investment Income	(0.18)	(0.40)	(0.14)	(0.15)	(0.17)	(0.21)
Total Distributions	(1.77)	(2.94)	(0.70)	(0.15)	(0.17)	(1.10)
Paid in Capital from Redemption Fees(a)	-(b)	-(b)	-(b)	-(b)	-(b)	0.01
Net Asset Value, End of Period	$17.00	$15.44	$14.67	$15.34	$11.72	$10.50
Total Return	22.17%(c)	29.95%(d)	1.05%(d)	32.22%(d)	13.30%(d)	(23.47%)(d)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$418,392	$341,647	$302,432	$393,883	$343,668	$342,923
Expenses Before Waivers and Reimbursements(e)	0.73%	0.79%	0.83%	0.79%	0.77%	0.79%
Expenses After Waivers and Reimbursements(e)	0.73%	0.75%	0.75%	0.75%	0.75%	0.75%
Net Investment Income After Waivers and Reimbursements(e)	0.98%	1.52%	0.86%	0.82%	1.18%	1.27%
Portfolio Turnover Rate	13%(c)	41%	31%	42%	48%	42%

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

(b) Amount represents less than $0.005.

(c) Not annualized.

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

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

  100 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

SMALL-CAP MOMENTUM

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	For the Period Ended 06/30/2010(a)
Net Asset Value, Beginning of Period	$12.19	$11.25	$12.74	$9.33	$10.00
Income from Investment Operations:
Net Investment Income(b)	0.02	0.10	0.04	0.09	-(c)
Net Realized and Unrealized Gain (Loss)	2.25	2.20	(0.35)	3.40	(0.67)
Total from Investment Operations	2.27	2.30	(0.31)	3.49	(0.67)
Less Distributions to Shareholders from:
Net Realized Gain	(1.47)	(1.17)	(1.18)	-	-
Net Investment Income	(0.02)	(0.19)	(0.01)	(0.08)	-
Total Distributions	(1.49)	(1.36)	(1.19)	(0.08)	-
Paid in Capital from Redemption Fees(b)	-(c)	-(c)	0.01	-(c)	-
Net Asset Value, End of Period	$12.97	$12.19	$11.25	$12.74	$9.33
Total Return	19.19%(d)(e)	22.31%(e)	(1.40%)(e)	37.49%(e)	(6.70%)(e)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$5,818	$4,437	$2,070	$3,002	$1,888
Expenses Before Waivers and Reimbursements(f)	3.30%	5.42%	5.73%	5.43%	11.24%
Expenses After Waivers and Reimbursements(f)	0.90%	0.90%	0.90%	0.90%	0.90%
Net Investment Income After Waivers and Reimbursements(f)	0.35%	0.89%	0.38%	0.79%	0.50%
Portfolio Turnover Rate	119%(d)	264%	230%	272%	3%

(a) Commenced operations on May 28, 2010.

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

(c) Amount represents less than $0.005.

(d) Not annualized.

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

(f) Annualized for periods less than one year.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

SMALL-CAP GROWTH

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	2010	2009
Net Asset Value, Beginning of Period	$15.11	$11.63	$12.42	$9.14	$8.46	$13.95
Income from Investment Operations:
Net Investment Income (Loss)(a)	0.02	0.08	(0.02)	(0.01)	0.02	0.03
Net Realized and Unrealized Gain (Loss)	2.93	3.40	(0.77)	3.31	0.70	(5.52)
Total from Investment Operations	2.95	3.48	(0.79)	3.30	0.72	(5.49)
Less Distributions to Shareholders from:
Net Investment Income	(0.07)	-	-(b)	(0.02)	(0.04)	-
Total Distributions	(0.07)	-	-(b)	(0.02)	(0.04)	-
Net Asset Value, End of Period	$17.99	$15.11	$11.63	$12.42	$9.14	$8.46
Total Return	19.52%(c)(d)	29.92%(d)	(6.35%)(d)	36.17%(d)	8.44%	(39.35%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$35,997	$30,605	$31,778	$46,717	$57,011	$71,697
Expenses Before Waivers and Reimbursements(e)	1.08%	1.13%	1.08%	0.98%	0.93%	0.94%
Expenses After Waivers and Reimbursements(e)	0.94%	0.94%	0.94%	0.94%	0.93%	0.94%
Net Investment Income (Loss) After Waivers and Reimbursements(e)	0.18%	0.60%	(0.14%)	(0.12%)	0.21%	0.29%
Portfolio Turnover Rate	60%(c)	78%	63%	87%	87%	75%

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

(b) Amount represents less than $0.005.

(c) Not annualized.

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

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

  102 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

SMALL-CAP VALUE

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	2010	2009
Net Asset Value, Beginning of Period	$19.21	$14.82	$15.12	$11.45	$9.73	$15.86
Income from Investment Operations:
Net Investment Income(a)	0.08	0.29	0.15	0.14	0.07	0.08
Net Realized and Unrealized Gain (Loss)	3.21	4.46	(0.26)	3.60	1.72	(6.14)
Total from Investment Operations	3.29	4.75	(0.11)	3.74	1.79	(6.06)
Less Distributions to Shareholders from:
Net Investment Income	(0.10)	(0.36)	(0.19)	(0.07)	(0.07)	(0.07)
Total Distributions	(0.10)	(0.36)	(0.19)	(0.07)	(0.07)	(0.07)
Net Asset Value, End of Period	$22.40	$19.21	$14.82	$15.12	$11.45	$9.73
Total Return	17.17%(b)(c)	32.49%	(0.59%)(c)	32.73%	18.35%	(38.15%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$88,519	$79,248	$67,610	$93,714	$108,701	$132,229
Expenses Before Waivers and Reimbursements(d)	1.00%	0.91%	0.99%	0.87%	0.91%	0.92%
Expenses After Waivers and Reimbursements(d)	0.94%	0.91%	0.94%	0.87%	0.91%	0.92%
Net Investment Income After Waivers and Reimbursements(d)	0.83%	1.71%	1.10%	1.03%	0.64%	0.75%
Portfolio Turnover Rate	48%(b)	64%	49%	84%	81%	83%

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

(b) Not annualized.

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

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

LARGE-CAP GROWTH

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	2010	2009
Net Asset Value, Beginning of Period	$16.18	$13.33	$13.38	$10.17	$9.06	$13.73
Income from Investment Operations:
Net Investment Income(a)	0.05	0.16	0.09	0.06	0.06	0.06
Net Realized and Unrealized Gain (Loss)	3.01	2.88	(0.05)	3.22	1.11	(4.66)
Total from Investment Operations	3.06	3.04	0.04	3.28	1.17	(4.60)
Less Distributions to Shareholders from:
Net Investment Income	(0.09)	(0.19)	(0.09)	(0.07)	(0.06)	(0.07)
Total Distributions	(0.09)	(0.19)	(0.09)	(0.07)	(0.06)	(0.07)
Net Asset Value, End of Period	$19.15	$16.18	$13.33	$13.38	$10.17	$9.06
Total Return	18.96%(b)(c)	23.06%(c)	0.37%(c)	32.31%(c)	12.89%(c)	(33.43%)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$54,337	$47,967	$48,444	$58,478	$58,409	$70,534
Expenses Before Waivers and Reimbursements(d)	0.90%	0.90%	0.92%	0.86%	0.86%	0.82%
Expenses After Waivers and Reimbursements(d)	0.84%	0.84%	0.84%	0.84%	0.84%	0.82%
Net Investment Income After Waivers and Reimbursements(d)	0.63%	1.10%	0.74%	0.47%	0.55%	0.63%
Portfolio Turnover Rate	45%(b)	49%	55%	65%	40%	49%

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

(b) Not annualized.

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

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

  104 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

BLUE CHIP 35 INDEX

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	2010	2009
Net Asset Value, Beginning of Period	$9.59	$8.16	$7.60	$6.18	$5.66	$7.21
Income from Investment Operations:
Net Investment Income(a)	0.12	0.21	0.17	0.15	0.13	0.15
Net Realized and Unrealized Gain (Loss)	1.22	1.46	0.55	1.39	0.52	(1.51)
Total from Investment Operations	1.34	1.67	0.72	1.54	0.65	(1.36)
Less Distributions to Shareholders from:
Net Investment Income	(0.20)	(0.24)	(0.16)	(0.12)	(0.13)	(0.19)
Total Distributions	(0.20)	(0.24)	(0.16)	(0.12)	(0.13)	(0.19)
Net Asset Value, End of Period	$10.73	$9.59	$8.16	$7.60	$6.18	$5.66
Total Return	14.09%(b)(c)	20.89%(c)	9.72%(c)	25.10%(c)	11.25%(c)(d)	(18.77%)(c)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$521,044	$463,146	$264,161	$331,565	$222,586	$188,012
Expenses Before Waivers and Reimbursements(e)	0.23%	0.27%	0.29%	0.27%	0.27%	0.25%
Expenses After Waivers and Reimbursements(e)	0.15%	0.15%	0.15%	0.15%	0.15%	0.15%
Net Investment Income After Waivers and Reimbursements(e)	2.28%	2.36%	2.28%	2.09%	1.99%	2.58%
Portfolio Turnover Rate	22%(b)	28%	33%	19%	28%	86%

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

(b) Not annualized.

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

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

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

(for a share outstanding throughout period indicated)

MANAGED VOLATILITY

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	2011	2010	2009
Net Asset Value, Beginning of Period	$12.75	$11.94	$11.58	$10.23	$10.19	$12.58
Income from Investment Operations:
Net Investment Income(a)	0.01	0.05	0.04	0.07	0.10	0.18
Net Realized and Unrealized Gain (Loss)	0.51	0.81	0.39	1.37	0.08	(1.69)
Total from Investment Operations	0.52	0.86	0.43	1.44	0.18	(1.51)
Less Distributions to Shareholders from:
Net Realized Gain	-	-	-	-	-	(0.52)
Net Investment Income	(0.03)	(0.05)	(0.07)	(0.09)	(0.14)	(0.36)
Total Distributions	(0.03)	(0.05)	(0.07)	(0.09)	(0.14)	(0.88)
Net Asset Value, End of Period	$13.24	$12.75	$11.94	$11.58	$10.23	$10.19
Total Return	4.11%(b)(c)	7.23%(c)	3.74%(c)	14.15%(c)	1.67%(c)	(11.66%)(c)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$36,601	$26,703	$23,705	$29,246	$33,684	$47,299
Expenses Before Waivers and Reimbursements(d)	1.22%	1.35%	1.43%	1.22%	1.05%	1.01%
Expenses After Waivers and Reimbursements(d)	0.94%	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income After Waivers and Reimbursements(d)	0.19%	0.37%	0.39%	0.63%	0.91%	1.72%
Portfolio Turnover Rate	21%(b)	45%	41%	34%	33%	51%

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

(b) Not annualized.

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

(d) Annualized for periods less than one year.

See Notes to Financial Statements.

  106 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

NOTES TO FINANCIAL STATEMENTS

December 31, 2013 (Unaudited)

1. Organization:

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

Bridgeway is organized as a series fund, with 11 investment funds as of December 31, 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 December 31, 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.

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 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 NAS-DAQ 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.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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

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

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

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

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

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

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, 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, and the BNY Mellon Overnight Government Fund invests primarily in securities that are valued at cost or amortized cost. Therefore, these investments 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 December 31, 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 period ended December 31, 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.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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 re-pledge collateral received in the form of securities unless the borrower goes into default. The risks to a Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due resulting in a loss. Under the terms of the Securities Lending Agreement, the Funds are indemnified for such losses by the securities lending agent.

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

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

The following table is a summary of the Funds’ securities loaned and related collateral which are subject to a netting agreement as of December 31, 2013:

						Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments	Cash Collateral Received1		Net Amount
Aggressive Investors 1
Securities lending	$	3,588,226	-	$	3,588,226	-	$	3,588,226	-
Ultra-Small Company
Securities lending	$	25,062,522	-	$	25,062,522	-	$	25,062,522	-
Ultra-Small Company Market
Securities lending	$	33,849,702	-	$	33,849,702	-	$	33,849,702	-
Small-Cap Momentum
Securities lending	$	308,224	-	$	308,224	-	$	308,224	-
Small-Cap Growth
Securities lending	$	4,717,205	-	$	4,717,205	-	$	4,717,205	-
Small-Cap Value
Securities lending	$	4,417,188	-	$	4,417,188	-	$	4,417,188	-
Large-Cap Growth
Securities lending	$	607,776	-	$	607,776	-	$	607,776	-

¹  Collateral with a value of $3,669,998, $26,371,034, $36,128,987, $317,050, $4,825,401, $4,530,788 and $620,100 has been received in connection with securities lending of Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value and Large-Cap Growth Funds, respectively. Excess of collateral received from an individual counterparty is not shown for financial reporting purposes.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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 December 31, 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 period ended December 31, 2013 was limited to futures contracts, purchased options, and written options. The following is a summary of how these derivatives are treated in the financial statements and their impact on the Funds.

		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	$	396,955 185,569

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
Equity Contracts	Purchased
	Option	Realized Gain (Loss) on Investments	$	24,400
Managed Volatility
Equity Contracts	Written
	Option	Realized Gain (Loss) on Written Options	$	413,218
		Change in Unrealized Appreciation (Depreciation) on Written Options				$	(14,594	)
	Futures Contract	Realized Gain (Loss) on Futures Contracts	$	(1,254,716	)

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

The derivative instruments outstanding as of December 31, 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 Contracts The Funds may purchase or sell financial futures contracts to hedge cash positions, manage market risk, and to dampen volatility in line with investment objectives. A futures contract is an agreement between two parties to buy or sell a financial instrument at a set price on a future date. Upon entering into such a contract, a Fund is required to pledge to the broker an amount of cash or 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 December 31, 2013, the Funds had no open futures contracts.

Options The Aggressive Investors 1 Fund may buy and sell calls and puts to increase or decrease the Fund’s exposure to stock market risk or for purposes of diversification of risk. The Managed Volatility Fund may buy and sell calls and puts to reduce the Fund’s volatility and provide some cash flow. An option is a contract conveying a right to buy or sell a financial instrument at a specified price during a stipulated period. The premium paid by a Fund for the purchase of a call or a put option is included in such Fund’s Schedule of Investments as an investment and subsequently marked-to-market to reflect the current market value of the option. When a Fund writes a call or a put option, an amount equal to the premium received by such Fund is included in its Statement of Assets and Liabilities as a liability and is subsequently marked-to-market to reflect the current market value of the option written. If an option 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 Puts The Aggressive Investors 1 and Managed Volatility Funds may write call options on a covered basis, that is, a Fund will own the underlying security, or a Fund may write secured puts. The principal reason for writing covered calls and secured puts on a security is to attempt to realize income through the receipt of premiums. The option writer has, in return for the premium, given up the opportunity for profit from a substantial price increase in the underlying security so long as the obligation as a writer continues, but has retained the risk of loss should the price of the security

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December 31, 2013 (Unaudited)

decline. All options were listed on exchanges and considered liquid positions with readily available market quotes. Transactions in options written during the period ended December 31, 2013 are as follows:

	Managed Volatility Fund						Managed Volatility Fund
	Written Call Options						Written Put Options
	Contracts			Premiums			Contracts			Premiums
Outstanding, June 30, 2013		921		$	185,759			1,204		$	282,902
Positions Opened		2,410			465,362			3,749			668,877
Exercised		(686	)		(144,646	)		(755	)		(154,758	)
Splits		-			-			-			-
Expired		(862	)		(145,212	)		(1,621	)		(349,104	)
Closed		(602	)		(134,497	)		(682	)		(105,688	)
Outstanding, December 31, 2013		1,181		$	226,766			1,895		$	342,229
Value, December 31, 2013				$	(396,955	)				$	(185,569	)

The Aggressive Investors 1 Fund had no transactions in written options during the period ended December 31, 2013.

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

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

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

Aggressive Investors 1: 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.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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.

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 December 31, 2013. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

				Total Waivers and
				Reimbursements
	Expense			for Period Ending
Bridgeway Fund	Limitation			12/31/13
Aggressive Investors 1		1.75	%	$	-
Ultra-Small Company		1.85	%		-
Ultra-Small Company Market		0.75	%		-
Small-Cap Momentum*		0.90	%		64,795
Small-Cap Growth		0.94	%		23,684
Small-Cap Value		0.94	%		24,211
Large-Cap Growth		0.84	%		14,258
Blue Chip 35 Index		0.15	%		198,166
Managed Volatility		0.94	%		42,924

*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, $128,493 and $64,795, which expire June 30, 2014, June 30, 2015, June 30, 2016 and June 30, 2017, respectively.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

Other Related Party Transactions: The Funds will engage in inter-portfolio trades when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales during the period ended December 31, 2013 were as follows:

	Inter-Portfolio		Inter-Portfolio
Bridgeway Fund	Purchases		Sales
Aggressive Investors 1	$	-	$	5,038,299
Ultra-Small Company		1,088,203		6,886,636
Ultra-Small Company Market		9,333,993		3,716,226
Small-Cap Momentum		-		85,792
Small-Cap Growth		-		815,119
Small-Cap Value		-		644,962

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.

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.

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.

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.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the period ended December 31, 2013 were as follows:

	Purchases			Sales
Bridgeway Fund	U.S. Government	Other		U.S. Government		Other
Aggressive Investors 1	$    -	$	152,669,046		$           -	$	139,031,848
Ultra-Small Company	-		58,512,166		-		63,365,393
Ultra-Small Company Market	-		49,721,141		-		50,808,424
Small-Cap Momentum	-		6,786,257		-		6,330,543
Small-Cap Growth	-		20,429,714		-		20,875,953
Small-Cap Value	-		39,624,437		-		44,397,994
Large-Cap Growth	-		22,990,946		-		25,216,851
Blue Chip 35 Index	-		110,673,552		-		112,826,692
Managed Volatility	-		6,303,389		200,000		3,527,420

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 December 31, 2013, were as follows:

	Aggressive Investors 1				Ultra-Small Company				Ultra-Small Company Market
Gross appreciation (excess of value over tax cost)		$	48,969,880			$	47,938,395			$	162,109,439
Gross depreciation (excess of tax cost over value)			(2,759,487	)			(6,637,318	)			(6,990,965	)
Net unrealized appreciation (depreciation)		$	46,210,393			$	41,301,077			$	155,118,474
Cost of investments for income tax purposes		$	201,595,582			$	111,037,466			$	264,111,066
	Small-Cap Momentum				Small-Cap Growth				Small-Cap Value
Gross appreciation (excess of value over tax cost)		$	761,556			$	9,001,170			$	16,692,049
Gross depreciation (excess of tax cost over value)			(81,761	)			(1,101,043	)			(1,643,422	)
Net unrealized appreciation (depreciation)		$	679,795			$	7,900,127			$	15,048,627
Cost of investments for income tax purposes		$	5,150,207			$	28,283,695			$	72,817,143
	Large-Cap Growth				Blue Chip 35 Index				Managed Volatility
Gross appreciation (excess of value over tax cost)		$	14,263,077			$	153,340,583			$	6,733,999
Gross depreciation (excess of tax cost over value)			(442,654	)			(2,733,526	)			(133,550	)
Net unrealized appreciation (depreciation)		$	13,820,423			$	150,607,057			$	6,600,449
Cost of investments for income tax purposes		$	40,609,408			$	370,165,479			$	29,664,818

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.

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December 31, 2013 (Unaudited)

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
	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		-

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

	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. For Aggressive Investors 1 and Ultra-Small Company Funds, capital losses related to prior year reorganizations are subject to limitations under Internal Revenue Code Section 381-384. As of the date of the reorganizations 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

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	)

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

	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.

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 18, 2014. 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 period ended December 31, 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		1.43	%	$	858,083		48	$	1,616	$	3,066,000
Ultra-Small Company		1.43	%		617,500		14		339		920,000
Ultra-Small Company Market		1.43	%		593,270		37		859		1,780,000
Small-Cap Growth		1.42	%		402,217		23		360		710,000
Small-Cap Value		1.43	%		431,140		43		724		1,447,000
Large-Cap Growth		1.42	%		326,286		7		89		594,000
Blue Chip 35 Index		1.42	%		3,744,875		32		4,674		10,000,000

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

At December 31, 2013, Aggressive Investors 1 and Large-Cap Growth Funds had loans outstanding in the amounts of $1,610,000 and $594,000, 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.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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.

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OTHER INFORMATION

December 31, 2013 (unaudited)

1. 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.

2. Fund Holdings

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

The Bridgeway Funds file complete schedules of the Funds’ holdings with the SEC for the first and third quarters of each fiscal year 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.

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DISCLOSURE OF FUND EXPENSES

December 31, 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 July 1, 2013 and held until December 31, 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 7/1/13	Ending Account Value at 12/31/13	Expense Ratio	Expenses Paid During Period* 7/1/13 - 12/31/13
Bridgeway Aggressive Investors 1
Actual Fund Return	$1,000.00	$1,206.50	0.98%	$5.45
Hypothetical Fund Return	$1,000.00	$1,020.27	0.98%	$4.99
Bridgeway Ultra-Small Company Fund
Actual Fund Return	$1,000.00	$1,200.80	1.11%	$6.16
Hypothetical Fund Return	$1,000.00	$1,019.61	1.11%	$5.65
Bridgeway Ultra-Small Company Market Fund
Actual Fund Return	$1,000.00	$1,221.70	0.73%	$4.09
Hypothetical Fund Return	$1,000.00	$1,021.53	0.73%	$3.72
Bridgeway Small-Cap Momentum Fund
Actual Fund Return	$1,000.00	$1,191.90	0.90%	$4.97
Hypothetical Fund Return	$1,000.00	$1,020.67	0.90%	$4.58
Bridgeway Small-Cap Growth Fund
Actual Fund Return	$1,000.00	$1,195.20	0.94%	$5.20
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79
Bridgeway Small-Cap Value Fund
Actual Fund Return	$1,000.00	$1,171.70	0.94%	$5.15
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79

  www.bridgeway.com 121

DISCLOSURE OF FUND EXPENSES (continued)

December 31, 2013 (Unaudited)

	Beginning Account Value at 7/1/13	Ending Account Value at 12/31/13	Expense Ratio	Expenses Paid During Period* 7/1/13 - 12/31/13
Bridgeway Large-Cap Growth Fund
Actual Fund Return	$1,000.00	$1,189.60	0.84%	$4.64
Hypothetical Fund Return	$1,000.00	$1,020.97	0.84%	$4.28
Bridgeway Blue Chip 35 Index Fund
Actual Fund Return	$1,000.00	$1,140.90	0.15%	$0.81
Hypothetical Fund Return	$1,000.00	$1,024.45	0.15%	$0.77
Bridgeway Managed Volatility
Actual Fund Return	$1,000.00	$1,041.10	0.94%	$4.84
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79

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

  122 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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.

A no-load mutual fund family of domestic funds
Semi-Annual Report
December 31, 2013 [Unaudited]
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	19
STATEMENTS OF ASSETS AND LIABILITIES	28
STATEMENTS OF OPERATIONS	29
STATEMENTS OF CHANGES IN NET ASSETS	30
FINANCIAL HIGHLIGHTS	31
Notes to Financial Statements	33
Other Information	40
Disclosure of Fund Expenses	41

Bridgeway Funds Standardized Returns as of December 31, 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	12.30%	22.09%	44.64%	NA	NA	27.69%	8/31/2011	0.78%1	0.60%1
Omni Tax-Managed Small-Cap Value	11.19%	21.65%	43.08%	NA	NA	16.43%	12/31/2010	0.78%1	0.61%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 December 31, 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

December 31, 2013

Dear Fellow Shareholders,

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

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

Sincerely,

Your Investment Management Team

John Montgomery	Christine L. Wang	Michael Whipple
Elena Khoziaeva

Market Review

Domestic equity markets rose in the fourth quarter of 2013, capping one of the best years for stocks since 1995. Broad market returns for the quarter were up 10.10% as represented by the Russell 3000 Index.

For the calendar year ended December 31, 2013, broad market stocks were up 33.55% as represented by the Russell 3000 Index. Returns among value stocks generally outperformed growth stocks across the market cap spectrum. Mid-cap value stocks led the way, up 27.65%, followed closely by large-cap value stocks, up 25.32%.

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

  www.bridgewayomni.com 1

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Russell Style-Based Indexes Ranked by Performance for the Quarter and Calendar Year Ended December 31, 2013*

	Quarter	Calendar Year
Best Performing	Russell 1000 Growth Index +10.44%	Russell 2000 Growth Index +43.30%
	Russell 3000 Value Index +10.25%	Russell Mid-Cap Growth Index +35.74%
	Russell 1000 Value Index +10.01%	Russell 2000 Value Index +34.52%
	Russell 3000 Value Index +9.95%	Russell 3000 Growth Index +34.23%
	Russell 2000 Value Index +9.30%	Russell 1000 Growth Index +33.48%
	Russell Mid-Cap Value Index +8.56%	Russell Mid-Cap Value Index +33.46%
	Russell Mid-Cap Growth Index +8.23%	Russell 3000 Value Index +32.69%
Worst Performing	Russell 2000 Growth Index +8.17%	Russell 1000 Value Index +32.53%

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

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

  2 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

December 31, 2013

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2013, our Fund appreciated 12.30%, outperforming our primary market benchmark, the Russell 2000 Value Index (+9.30%).

For the six-month “semi-annual” period ended December 31, 2013, total returns were 22.09% for the Fund and 17.60% for the Russell 2000 Value Index.

For the calendar year ended December 31, 2013, total returns were 44.64% for the Fund and 34.52% for the Russell 2000 Value Index.

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

Standardized Returns as of December 31, 2013

										Annualized
	Quarter			6 Months			1 Year			Since Inception (8/31/11)
Omni Small-Cap Value Fund		12.30	%		22.09	%		44.64	%		27.69%
Russell 2000 Value Index		9.30	%		17.60	%		34.52	%		23.63%

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

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

According to data from Lipper, Inc. as of December 31, 2013, Omni Small-Cap Value Fund ranked 19th of 307 small-cap value funds for the twelve month period ended December 31, 2013, and 27th of 277 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 12/31/13

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 December 31, 2013, we held 508 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. Additionally, the Fund’s holdings within the Consumer Staples and Energy sectors had a positive effect on relative performance.

Detailed Explanation of Calendar Year Performance

Our smaller cap and deeper value exposures helped performance for the calendar year. Relative to our primary market benchmark, we were overweighted in the Consumer Discretionary sector, a strong performing sector; this helped the Fund’s absolute and relative returns. We were underweighted in the Utilities sector, which lagged for the year.

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	OM Group, Inc.	Chemicals		0.8%
2	First Interstate Bancsystem, Inc.	Commercial Banks		0.8%
3	American Equity Investment Life Holding Co.	Insurance		0.7%
4	Fresh Del Monte Produce, Inc.	Food Products		0.7%
5	SYNNEX Corp.	Electronic Equipment, Instruments & Components		0.7%
6	Sanmina Corp.	Electronic Equipment, Instruments & Components		0.7%
7	AAR Corp.	Aerospace & Defense		0.7%
8	ManTech International Corp, Class A	IT Services		0.7%
9	Andersons, Inc. (The)	Food & Staples Retailing		0.7%
10	First Midwest Bancorp, Inc.	Commercial Banks		0.7%
	Total			7.2%

  4 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Industry Sector Representation as of December 31, 2013

	% of Portfolio			% of Russell 2000 Value Index			Difference
Consumer Discretionary		10.1	%		10.6	%		-0.5	%
Consumer Staples		5.5	%		2.7	%		2.8	%
Energy		12.4	%		7.2	%		5.2	%
Financials		35.5	%		39.2	%		-3.7	%
Health Care		5.9	%		4.7	%		1.2	%
Industrials		14.5	%		13.6	%		0.9	%
Information Technology		10.2	%		10.6	%		-0.4	%
Materials		4.6	%		4.7	%		-0.1	%
Telecommunication Services		1.3	%		0.6	%		0.7	%
Utilities		0.0	%		6.1	%		-6.1	%
Cash & Other Assets		0.0	%		0.0	%		0.0	%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 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 December 31, 2013 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.90%
Aerospace & Defense - 1.23%
AAR Corp.		81,000	$	2,268,810
Ducommun, Inc.*		33,100		986,711
Erickson Air-Crane, Inc.*+		28,500		592,515
Kratos Defense & Security Solutions, Inc.*		40,000		307,200
				4,155,236
Air Freight & Logistics - 0.60%
Air Transport Services Group, Inc.*		187,300		1,515,257
Atlas Air Worldwide Holdings, Inc.*		12,800		526,720
				2,041,977
Airlines - 1.13%
Hawaiian Holdings, Inc.*+		96,234		926,733
Republic Airways Holdings, Inc.*		114,400		1,222,936
SkyWest, Inc.		114,068		1,691,629
				3,841,298
Auto Components - 0.45%
China XD Plastics Co., Ltd.*+		50,900		267,734
Modine Manufacturing Co.*		10,000		128,200
SORL Auto Parts, Inc.*+		29,900		119,002
Stoneridge, Inc.*		55,900		712,725
Strattec Security Corp.		1,300		58,071
Superior Industries International, Inc.		12,200		251,686
				1,537,418
Beverages - 0.05%
MGP Ingredients, Inc.		11,318		58,740
Primo Water Corp.*		37,600		98,888
				157,628
Biotechnology - 0.20%
Emergent Biosolutions, Inc.*		30,000		689,700
Building Products - 0.87%
Gibraltar Industries, Inc.*		81,850		1,521,591
Griffon Corp.		108,900		1,438,569
				2,960,160
Capital Markets - 1.76%
BlackRock Kelso Capital Corp.		35,000		326,550
Calamos Asset Management, Inc., Class A		30,500		361,120

Industry Company	Shares		Value
Capital Markets (continued)
Capital Southwest Corp.		22,400	$	781,088
CIFC Corp.+		34,600		269,188
Cowen Group, Inc., Class A*		105,900		414,069
FBR & Co.*		21,600		569,808
GFI Group, Inc.		75,000		293,250
Gladstone Capital Corp.		31,900		306,240
INTL. FCStone, Inc.*		2,200		40,788
Investment Technology Group, Inc.*		57,050		1,172,948
JMP Group, Inc.		37,300		276,020
Manning & Napier, Inc.		17,000		300,050
MVC Capital, Inc.		30,000		405,000
Piper Jaffray Cos.*		11,400		450,870
				5,966,989
Chemicals - 1.85%
China Green Agriculture, Inc.*+		36,800		133,216
Core Molding Technologies, Inc.*		700		9,590
Gulf Resources, Inc.*		87,400		205,390
Kraton Performance Polymers, Inc.*		48,350		1,114,468
Material Sciences Corp.*		5,200		61,412
OM Group, Inc.*		74,500		2,712,545
Schulman (A.), Inc.		57,500		2,027,450
				6,264,071
Commercial Banks - 19.80%
1st Source Corp.		53,952		1,723,227
Access National Corp.		2,700		40,365
American National Bankshares, Inc.		21,800		572,250
Ameris Bancorp*		41,900		884,509
BancorpSouth, Inc.		64,850		1,648,487
Bank of Commerce Holdings+		32,300		184,433
Banner Corp.		11,450		513,189
Bar Harbor Bankshares		7,500		299,925
BCB Bancorp, Inc.		10,400		139,880
BNC Bancorp+		61,844		1,060,006
BSB Bancorp, Inc.*+		21,000		316,890
C&F Financial Corp.+		1,200		54,804
Camden National Corp.		9,500		401,090
Capital City Bank Group, Inc.*		28,150		331,326
Carolina Bank Holdings, Inc.*+		11,500		118,450

  6 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Central Pacific Financial Corp.		25,000	$	502,000
Central Valley Community Bancorp+		20,000		225,000
Century Bancorp, Inc., Class A		15,200		505,400
Chemical Financial Corp.		61,500		1,947,705
Chemung Financial Corp.		13,500		461,295
Columbia Banking System, Inc.		44,518		1,224,690
Enterprise Financial Services Corp.		44,500		908,690
Farmers Capital Bank Corp.*		18,400		400,200
Financial Institutions, Inc.		30,500		753,655
First Bancorp		49,571		823,870
First Bancorp, Inc.		1,295		22,559
First BanCorp. (Puerto Rico)*		288,800		1,787,672
First Busey Corp.		55,710		323,118
First Business Financial Services, Inc.		9,400		353,722
First Commonwealth Financial Corp.		158,300		1,396,206
First Community Bancshares, Inc.		35,000		584,500
First Connecticut Bancorp, Inc.		16,100		259,532
First Financial Bancorp		66,600		1,160,838
First Financial Corp.		24,000		877,440
First Financial Holdings, Inc.		14,506		964,794
First Interstate Bancsystem, Inc.		95,200		2,700,824
First Merchants Corp.		79,311		1,805,118
First Midwest Bancorp, Inc.		129,000		2,261,370
First of Long Island Corp. (The)		8,000		342,960
Firstbank Corp.		14,800		286,232
Flushing Financial Corp.		44,297		916,948
German American Bancorp, Inc.		13,000		370,500
Glacier Bancorp, Inc.		55,200		1,644,408
Great Southern Bancorp, Inc.		21,000		638,610
Hanmi Financial Corp.		50,050		1,095,594
Heartland Financial USA, Inc.		9,200		264,868
Heritage Commerce Corp.		28,100		231,544
Heritage Financial Corp.		30,000		513,300
Horizon Bancorp		3,150		79,790
Hudson Valley Holding Corp.		25,200		512,820
Independent Bank Corp.*		3,800		45,600

Industry Company	Shares		Value
Commercial Banks (continued)
International Bancshares Corp.		65,687	$	1,733,480
Intervest Bancshares Corp.*		59,100		443,841
Lakeland Bancorp, Inc.		69,000		853,530
LNB Bancorp, Inc.		16,672		167,220
Macatawa Bank Corp.*		13,200		66,000
MainSource Financial Group, Inc.		41,750		752,752
MB Financial, Inc.		17,400		558,366
MBT Financial Corp.*		42,500		181,050
Mercantile Bank Corp.		16,800		362,544
Metro Bancorp, Inc.*		27,300		588,042
Middleburg Financial Corp.		5,000		90,200
MidSouth Bancorp, Inc.		22,500		401,850
MidWestOne Financial Group, Inc.		15,000		408,000
MutualFirst Financial, Inc.		10,900		186,717
National Penn Bancshares, Inc.		25,000		283,250
NBT Bancorp, Inc.		13,000		336,700
NewBridge Bancorp*		96,700		725,250
Northrim BanCorp, Inc.		5,945		155,997
Old National Bancorp		20,000		307,400
OmniAmerican Bancorp, Inc.*		7,644		163,429
Orrstown Financial Services, Inc.*		16,800		274,680
Pacific Continental Corp.		22,000		350,680
Park Sterling Corp.		48,852		348,803
Peapack Gladstone Financial Corp.		6,894		131,675
Peoples Bancorp, Inc.		29,200		657,292
Pinnacle Financial Partners, Inc.		18,700		608,311
Preferred Bank*		35,700		715,785
Premier Financial Bancorp, Inc.		4,200		59,430
PrivateBancorp, Inc.		74,750		2,162,518
Renasant Corp.		47,946		1,508,381
Republic Bancorp, Inc., Class A		21,550		528,837
Republic First Bancorp, Inc.*		37,000		110,260
S&T Bancorp, Inc.		49,300		1,247,783
Sandy Spring Bancorp, Inc.		24,000		676,560
Shore Bancshares, Inc.*		1,112		10,253
Sierra Bancorp		20,000		321,800
Southside Bancshares, Inc.+		13,335		364,579
Southwest Bancorp, Inc.*		32,900		523,768
State Bank Financial Corp.		57,384		1,043,815
StellarOne Corp.		62,600		1,506,782
Suffolk Bancorp*		27,996		582,317

  www.bridgewayomni.com 7

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Summit State Bank		6,000	$	63,300
Tompkins Financial Corp.		12,808		658,203
Trico Bancshares		37,400		1,061,038
Umpqua Holdings Corp.		7,200		137,808
United Community Banks, Inc.*		35,650		632,787
Univest Corp. of Pennsylvania		37,600		777,568
Washington Banking Co.		34,000		602,820
WesBanco, Inc.		51,900		1,660,800
Wintrust Financial Corp.		18,000		830,160
Yadkin Financial Corp.*		38,452		655,222
				67,061,836
Commercial Services & Supplies - 2.50%
ACCO Brands Corp.*		233,000		1,565,760
ARC Document Solutions, Inc.*		125,850		1,034,487
Consolidated Graphics, Inc.*		27,600		1,861,344
Courier Corp.		31,200		564,408
Ennis, Inc.		54,492		964,508
Kimball International, Inc., Class B		67,200		1,010,016
Multi-Color Corp.		22,400		845,376
Schawk, Inc.		1,966		29,235
Versar, Inc.*		24,800		119,784
Viad Corp.		17,400		483,372
				8,478,290
Communications Equipment - 0.82%
Aviat Networks, Inc.*		310,400		701,504
Bel Fuse, Inc., Class B		13,500		287,685
Black Box Corp.		25,050		746,490
ClearOne, Inc.*+		27,500		241,175
Comtech Telecommuni-cations Corp.		15,000		472,800
Harmonic, Inc.*		28,700		211,806
Relm Wireless Corp.*		33,900		114,243
				2,775,703
Computers & Peripherals - 0.10%
Hutchinson Technology, Inc.*		100,900		322,880
Construction & Engineering - 1.11%
Aegion Corp.*		30,700		672,023
Argan, Inc.		18,600		512,616
Goldfield Corp. (The)*		20,000		39,000
Layne Christensen Co.*+		14,000		239,120
MYR Group, Inc.*		12,100		303,468
Northwest Pipe Co.*		13,400		505,984
Orion Marine Group, Inc.*		27,800		334,434

Industry Company	Shares		Value
Construction & Engineering (continued)
Pike Corp.*		90,000	$	951,300
Sterling Construction Co., Inc.*		18,250		214,073
				3,772,018
Consumer Finance - 0.80%
Asta Funding, Inc.		29,100		245,022
Cash America International, Inc.		10,200		390,660
Consumer Portfolio Services, Inc.*		57,000		535,230
DFC Global Corp.*		34,600		396,170
Encore Capital Group, Inc.*		1,179		59,257
Nelnet, Inc., Class A		25,800		1,087,212
				2,713,551
Distributors - 0.03%
VOXX International Corp.*		6,500		108,550
Diversified Consumer Services - 0.37%
Corinthian Colleges, Inc.*		108,650		193,397
Lincoln Educational Services Corp.		39,150		194,967
Regis Corp.		60,450		877,130
				1,265,494
Diversified Financial Services - 1.06%
Gain Capital Holdings, Inc.+		47,599		357,468
Interactive Brokers Group, Inc., Class A		51,150		1,244,991
MicroFinancial, Inc.		32,846		280,833
PHH Corp.*		69,550		1,693,543
				3,576,835
Diversified Telecommunication Services - 0.89%
Alaska Communications Systems Group, Inc.*		136,100		288,532
Cbeyond, Inc.*		26,550		183,195
General Communication, Inc., Class A*		82,650		921,548
Hawaiian Telcom Holdco, Inc.*		27,500		807,675
Iridium Communications, Inc.*+		97,728		611,777
Premiere Global Services, Inc.*		700		8,113
Vonage Holdings Corp.*		53,700		178,821
				2,999,661
Electrical Equipment - 0.17%
Broadwind Energy, Inc.*		25,000		236,000
Lihua International, Inc.*+		6,700		38,324

  8 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Electrical Equipment (continued)
Orion Energy Systems, Inc.*		35,000	$	238,000
SL Industries, Inc.+		1,650		44,715
Ultralife Corp.*		7,350		26,093
				583,132
Electronic Equipment, Instruments & Components - 3.81%
Benchmark Electronics, Inc.*		65,100		1,502,508
CTS Corp.		25,000		497,750
IEC Electronics Corp.*		800		3,344
Insight Enterprises, Inc.*		29,800		676,758
Key Tronic Corp.*		22,000		242,440
Multi-Fineline Electronix, Inc.*		45,600		633,384
Newport Corp.*		26,000		469,820
PAR Technology Corp.*		29,000		158,050
PC Connection, Inc.		12,000		298,200
PCM, Inc.*		5,600		57,512
Plexus Corp.*		13,000		562,770
Radisys Corp.*		50,600		115,874
Sanmina Corp.*		142,700		2,383,090
ScanSource, Inc.*		21,800		924,974
SYNNEX Corp.*		35,900		2,419,660
TTM Technologies, Inc.*		87,800		753,324
Viasystems Group, Inc.*		54,200		741,456
Vishay Precision Group, Inc.*		31,448		468,261
				12,909,175
Energy Equipment & Services - 3.97%
Basic Energy Services, Inc.*		120,700		1,904,646
C&J Energy Services, Inc.*+		66,300		1,531,530
Cal Dive International, Inc.*		178,300		358,383
Dawson Geophysical Co.*		26,000		879,320
ENGlobal Corp.*		83,200		115,648
Forbes Energy Services, Ltd.*		62,800		205,356
Gulfmark Offshore, Inc., Class A		13,000		612,690
Hercules Offshore, Inc.*		333,700		2,179,061
Key Energy Services, Inc.*		102,600		810,540
Mitcham Industries, Inc.*		30,600		541,926
Natural Gas Services Group, Inc.*		19,800		545,886
Parker Drilling Co.*		132,950		1,080,884
PHI, Inc.*		37,200		1,614,480
Pioneer Energy Services Corp.*		131,640		1,054,436
				13,434,786
Food & Staples Retailing - 2.17%
Andersons, Inc. (The)		25,400		2,264,918

Industry Company	Shares		Value
Food & Staples Retailing (continued)
Ingles Markets, Inc., Class A		34,000	$	921,400
Pantry, Inc. (The)*		30,700		515,146
Roundy’s, Inc.+		138,100		1,361,666
Spartan Stores, Inc.		56,146		1,363,225
Weis Markets, Inc.		17,500		919,800
				7,346,155
Food Products - 2.33%
Chiquita Brands International, Inc.*		130,700		1,529,190
Coffee Holding Co., Inc.+		13,500		68,715
Fresh Del Monte Produce, Inc.		88,000		2,490,400
John B. Sanfilippo & Son, Inc.		26,438		652,490
Omega Protein Corp.*		45,150		554,893
Post Holdings, Inc.*		40,000		1,970,800
Seneca Foods Corp., Class A*		16,400		522,996
SkyPeople Fruit Juice, Inc.*		62,900		110,075
				7,899,559
Health Care Equipment & Supplies - 1.59%
Alphatec Holdings, Inc.*		220,000		442,200
AngioDynamics, Inc.*		74,400		1,278,936
CryoLife, Inc.		28,700		318,283
Invacare Corp.		47,350		1,098,994
Medical Action Industries, Inc.*		48,600		416,016
PhotoMedex, Inc.*+		36,397		471,341
RTI Surgical, Inc.*		23,600		83,544
Symmetry Medical, Inc.*		125,000		1,260,000
				5,369,314
Health Care Providers & Services - 4.11%
Addus HomeCare Corp.*		4,800		107,760
Almost Family, Inc.*		13,300		429,989
Amedisys, Inc.*		99,900		1,461,537
Amsurg Corp.*		28,550		1,311,016
BioTelemetry, Inc.*		74,500		591,530
Cross Country Healthcare, Inc.*		71,850		717,063
Five Star Quality Care, Inc.*		157,300		863,577
Gentiva Health Services, Inc.*		40,000		496,400
Kindred Healthcare, Inc.		81,350		1,605,849
LHC Group, Inc.*		38,000		913,520
Magellan Health Services, Inc.*		6,000		359,460
Molina Healthcare, Inc.*		41,650		1,447,337
National Healthcare Corp.		8,000		431,280
PharMerica Corp.*		54,350		1,168,525

  www.bridgewayomni.com 9

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Providers & Services (continued)
Providence Service Corp. (The)*		16,000	$	411,520
Select Medical Holdings Corp.		86,900		1,008,909
Skilled Healthcare Group, Inc., Class A*		50,000		240,500
Triple-S Management Corp., Class B*		18,800		365,472
				13,931,244
Hotels, Restaurants & Leisure - 2.93%
Boyd Gaming Corp.*		136,100		1,532,486
Bravo Brio Restaurant Group, Inc.*		33,800		549,926
Carrols Restaurant Group, Inc.*		48,025		317,445
Fiesta Restaurant Group, Inc.*		18,025		941,626
Frisch’s Restaurants, Inc.		6,800		174,284
Full House Resorts, Inc.*		39,350		110,180
International Speedway Corp., Class A		9,920		352,061
Isle of Capri Casinos, Inc.*		96,200		865,800
Lakes Entertainment, Inc.*+		22,700		89,665
Luby’s, Inc.*		12,600		97,272
Marcus Corp. (The)		13,350		179,424
Monarch Casino & Resort, Inc.*		29,400		590,352
Pinnacle Entertainment, Inc.*		47,450		1,233,226
Red Robin Gourmet Burgers, Inc.*		6,800		500,072
Ruby Tuesday, Inc.*		139,900		969,507
Speedway Motorsports, Inc.		71,900		1,427,215
				9,930,541
Household Durables - 0.62%
Bassett Furniture Industries, Inc.		21,900		334,632
CSS Industries, Inc.		22,600		648,168
Lifetime Brands, Inc.		24,400		383,812
NACCO Industries, Inc., Class A		9,250		575,258
Stanley Furniture Co., Inc.*		44,900		172,416
				2,114,286
Household Products - 0.70%
Central Garden & Pet Co., Class A*		76,750		518,063
Harbinger Group, Inc.*		157,700		1,868,745
				2,386,808

Industry Company	Shares		Value
Insurance - 7.47%
American Equity Investment Life Holding Co.		94,850	$	2,502,143
AMERISAFE, Inc.		10,000		422,400
Baldwin & Lyons, Inc., Class B		13,400		366,088
Crawford & Co., Class B		73,674		680,748
Donegal Group, Inc., Class A		26,900		427,710
Eastern Insurance Holdings, Inc.		15,400		377,146
EMC Insurance Group, Inc.		13,700		419,494
Employers Holdings, Inc.		38,500		1,218,525
FBL Financial Group, Inc., Class A		19,850		889,081
Federated National Holding Co.		20,000		292,600
Fortegra Financial Corp.*		44,785		370,372
Hallmark Financial Services, Inc.*		37,800		335,853
Hilltop Holdings, Inc.*		20,000		462,600
Horace Mann Educators Corp.		60,800		1,917,632
Independence Holding Co.		10,000		134,900
Infinity Property & Casualty Corp.		15,640		1,122,170
Kansas City Life Insurance Co.		3,400		162,316
Maiden Holdings, Ltd.		162,600		1,777,218
Meadowbrook Insurance Group, Inc.		120,150		836,244
Montpelier Re Holdings, Ltd.		46,400		1,350,240
National Interstate Corp.		8,000		184,000
National Western Life Insurance Co., Class A		2,125		475,044
Navigators Group, Inc. (The)*		27,000		1,705,320
Safety Insurance Group, Inc.		10,500		591,150
Selective Insurance Group, Inc.		30,650		829,389
State Auto Financial Corp.		3,800		80,712
Stewart Information Services Corp.		62,150		2,005,580
United Fire Group, Inc.		58,800		1,685,208
United Insurance Holdings Corp.+		30,000		422,400
Universal Insurance Holdings, Inc.		86,316		1,249,856
				25,294,139

  10 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Internet & Catalog Retail - 0.50%
FTD Cos., Inc.*		25,380	$	826,880
Orbitz Worldwide, Inc.*		118,900		853,702
				1,680,582
Internet Software & Services - 1.22%
Digital River, Inc.*		29,100		538,350
IntraLinks Holdings, Inc.*		40,000		484,400
Marchex, Inc., Class B		70,000		605,500
Monster Worldwide, Inc.*		179,200		1,277,696
QuinStreet, Inc.*		76,000		660,440
United Online, Inc.*		41,128		565,921
				4,132,307
IT Services - 1.60%
CACI International, Inc., Class A*+		25,924		1,898,155
CIBER, Inc.*		32,350		133,929
CSP, Inc.		10,000		80,700
Dynamics Research Corp.*		29,900		343,252
Hackett Group, Inc. (The)+		22,300		138,483
ManTech International Corp., Class A+		75,800		2,268,694
Pfsweb, Inc.*		10,300		93,421
Sykes Enterprises, Inc.*		21,900		477,639
				5,434,273
Leisure Equipment & Products - 0.15%
Johnson Outdoors, Inc., Class A		15,700		423,115
Summer Infant, Inc.*		41,400		74,934
				498,049
Machinery - 2.13%
American Railcar Industries, Inc.+		30,500		1,395,375
Ampco-Pittsburgh Corp.		18,800		365,660
Briggs & Stratton Corp.		54,300		1,181,568
Cleantech Solutions International, Inc.*+		11,500		62,790
FreightCar America, Inc.		14,200		378,004
Greenbrier Cos., Inc. (The)*		37,700		1,238,068
Hardinge, Inc.		15,000		217,050
Kadant, Inc.		10,000		405,200
Key Technology, Inc.*		1,950		27,944
Lydall, Inc.*		39,700		699,514
Miller Industries, Inc.		10,400		193,752
NN, Inc.		17,950		362,410
Supreme Industries, Inc., Class A*		35,805		208,743

Industry Company	Shares		Value
Machinery (continued)
Tecumseh Products Co., Class A*		15,000	$	135,750
Titan International, Inc.		20,000		359,600
				7,231,428
Marine - 0.18%
Baltic Trading, Ltd.		42,800		275,632
Eagle Bulk Shipping, Inc.*+		41,987		192,720
International Shipholding Corp.		5,038		148,621
				616,973
Media - 1.89%
A.H. Belo Corp., Class A		41,700		311,499
Ballantyne Strong, Inc.*		14,000		64,820
Cumulus Media, Inc., Class A*+		25,200		194,796
Digital Generation, Inc.*		25,000		318,750
E.W. Scripps Co., Class A (The)*		26,500		575,580
Entercom Communications Corp., Class A*		46,545		489,188
Gray Television, Inc.*		99,550		1,481,304
Harte-Hanks, Inc.		136,600		1,068,212
Insignia Systems, Inc.*		10,000		27,300
Journal Communications, Inc., Class A*		57,100		531,601
Radio One, Inc., Class D*+		108,100		409,699
Reading International, Inc., Class A*		10,700		80,143
Salem Communications Corp., Class A		24,800		215,760
Scholastic Corp.		18,250		620,682
				6,389,334
Metals & Mining - 2.14%
A.M. Castle & Co.*		57,800		853,706
Century Aluminum Co.*		169,100		1,768,786
Friedman Industries, Inc.		3,000		25,500
Horsehead Holding Corp.*+		7,800		126,438
Kaiser Aluminum Corp.		21,980		1,543,875
Materion Corp.		33,400		1,030,390
Olympic Steel, Inc.		43,200		1,251,936
SunCoke Energy, Inc.*		28,000		638,680
				7,239,311
Multiline Retail - 0.42%
Fred’s, Inc., Class A		46,200		855,624

  www.bridgewayomni.com 11

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Multiline Retail (continued)
Tuesday Morning Corp.*		34,600	$	552,216
				1,407,840
Oil, Gas & Consumable Fuels - 8.48%
Adams Resources & Energy, Inc.		11,300		774,050
Alon USA Energy, Inc.+		83,950		1,388,533
Alpha Natural Resources, Inc.*+		51,000		364,140
Bill Barrett Corp.*+		31,200		835,536
Callon Petroleum Co.*		80,400		525,012
Carrizo Oil & Gas, Inc.*		10,000		447,700
Clayton Williams Energy, Inc.*		16,000		1,311,200
Cloud Peak Energy, Inc.*		91,900		1,654,200
Comstock Resources, Inc.		65,900		1,205,311
Crosstex Energy, Inc.		59,450		2,149,712
Delek US Holdings, Inc.		46,600		1,603,506
DHT Holdings, Inc.		36,722		251,178
EPL Oil & Gas, Inc.*		78,200		2,228,700
Equal Energy, Ltd.		93,200		497,688
Gastar Exploration, Ltd.*+		95,500		660,860
Green Plains Renewable Energy, Inc.		90,200		1,748,978
Hallador Energy Co.		70,000		564,200
Knightsbridge Tankers, Ltd.+		28,000		257,320
L&L Energy, Inc.*D+		160,750		242,733
Matador Resources Co.*		20,000		372,800
Midstates Petroleum Co., Inc.*+		138,300		915,546
New Concept Energy, Inc.*		4,800		8,400
Northern Oil and Gas, Inc.*+		39,100		589,237
Penn Virginia Corp.*		142,300		1,341,889
Renewable Energy Group, Inc.*		110,550		1,266,903
Resolute Energy Corp.*+		59,300		535,479
REX American Resources Corp.*		24,020		1,073,934
Sanchez Energy Corp.*+		15,000		367,650
Stone Energy Corp.*		46,700		1,615,353
U.S. Energy Corp.*		72,700		273,352
W&T Offshore, Inc.		74,600		1,193,600
Warren Resources, Inc.*		144,400		453,416
				28,718,116
Paper & Forest Products - 0.60%
Mercer International, Inc.*		79,150		789,126
Resolute Forest Products*		77,000		1,233,540
				2,022,666

Industry Company	Shares		Value
Personal Products - 0.23%
Nutraceutical International Corp.*		28,700	$	768,586
Professional Services - 1.91%
CBIZ, Inc.*		115,775		1,055,868
CDI Corp.		32,000		592,960
FTI Consulting, Inc.*		16,000		658,240
Heidrick & Struggles International, Inc.		35,000		704,900
ICF International, Inc.*		17,150		595,276
Kelly Services, Inc., Class A		13,600		339,184
Navigant Consulting, Inc.*		99,600		1,912,320
RCM Technologies, Inc.*		6,100		42,578
VSE Corp.		11,800		566,518
				6,467,844
Road & Rail - 1.31%
Arkansas Best Corp.		45,700		1,539,176
Celadon Group, Inc.		22,400		436,352
Covenant Transportation Group, Inc., Class A*		45,300		371,913
Marten Transport, Ltd.		55,482		1,120,182
P.A.M. Transportation Services, Inc.*		4,000		82,880
Saia, Inc.*		23,625		757,181
USA Truck, Inc.*		9,636		128,930
				4,436,614
Semiconductors & Semiconductor Equipment - 2.24%
Advanced Energy Industries, Inc.*		11,800		269,748
Alpha & Omega Semiconductor, Ltd.*		55,000		424,050
Amkor Technology, Inc.*+		99,000		606,870
Diodes, Inc.*		16,400		386,384
Integrated Silicon Solution, Inc.*		49,800		602,082
Kulicke & Soffa Industries, Inc.*		71,900		956,270
Magnachip Semiconductor Corp.*		38,400		748,800
Pericom Semiconductor Corp.*		40,000		354,400
Photronics, Inc.*		105,950		956,728
Spansion, Inc., Class A*		136,500		1,895,985
Ultra Clean Holdings, Inc.*		39,300		394,179
				7,595,496
Software - 0.41%
Ebix, Inc.+		40,000		588,800

  12 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Software (continued)
Net 1 UEPS Technologies, Inc.*		3,400	$	29,682
NetSol Technologies, Inc.*+		31,000		180,730
TeleCommunication Systems, Inc., Class A*		110,743		256,924
Telenav, Inc.*		46,500		306,435
Trunkbow International Holdings, Ltd.*		29,900		39,468
				1,402,039
Specialty Retail - 1.80%
Barnes & Noble, Inc.*		73,400		1,097,330
Brown Shoe Co., Inc.		51,400		1,446,396
Build-A-Bear Workshop, Inc.*		8,050		60,778
Citi Trends, Inc.*		28,900		491,300
hhgregg, Inc.*+		15,000		209,550
Office Depot, Inc.*		188,900		999,281
Pep Boys-Manny, Moe & Jack (The)*		40,900		496,526
Stein Mart, Inc.		33,750		453,937
TravelCenters of America LLC*		35,400		344,796
West Marine, Inc.*		35,300		502,319
				6,102,213
Textiles, Apparel & Luxury Goods - 0.89%
Delta Apparel, Inc.*		10,000		169,800
Joe’s Jeans, Inc.*		192,000		211,200
Perry Ellis International, Inc.*		25,500		402,645
Rocky Brands, Inc.		9,900		144,243
Skechers U.S.A., Inc., Class A*		27,000		894,510
Unifi, Inc.*		44,300		1,206,732
				3,029,130
Thrifts & Mortgage Finance - 4.58%
Astoria Financial Corp.		112,100		1,550,343
Bank Mutual Corp.		124,700		874,147
BankFinancial Corp.		35,100		321,516
Berkshire Hills Bancorp, Inc.		10,000		272,700
Cape Bancorp, Inc.		29,300		297,688
Dime Community Bancshares, Inc.		42,100		712,332
ESB Financial Corp.		36,600		519,720
ESSA Bancorp, Inc.		33,100		382,636
Federal Agricultural Mortgage Corp., Class C		21,500		736,375
First Defiance Financial Corp.		19,400		503,818

Industry Company	Shares		Value
Thrifts & Mortgage Finance (continued)
First Financial Northwest, Inc.		35,182	$	364,837
Flagstar Bancorp, Inc.*		57,100		1,120,302
Heritage Financial Group, Inc.		16,800		323,400
Home Loan Servicing Solutions, Ltd.		20,000		459,400
HomeStreet, Inc.		26,400		528,000
HopFed Bancorp, Inc.		18,100		206,159
Meta Financial Group, Inc.		7,900		318,607
NASB Financial, Inc.+		2,600		78,520
Northwest Bancshares, Inc.		22,000		325,160
OceanFirst Financial Corp.		39,900		683,487
Provident Financial Holdings, Inc.		26,600		399,000
Provident Financial Services, Inc.		69,700		1,346,604
Pulaski Financial Corp.		4,900		55,174
Riverview Bancorp, Inc.*		50,000		145,000
Rockville Financial, Inc.		42,900		609,609
Security National Financial Corp., Class A*+		71,000		342,220
SI Financial Group, Inc.		15,000		180,750
Territorial Bancorp, Inc.		21,200		491,840
Timberland Bancorp, Inc.		9,000		86,580
United Community Bancorp		11,800		134,520
United Community Financial Corp.*		61,324		218,927
Westfield Financial, Inc.		53,081		395,984
WSFS Financial Corp.		7,000		542,710
				15,528,065
Trading Companies & Distributors - 1.36%
AeroCentury Corp.*+		5,400		92,772
Aircastle, Ltd.		73,900		1,415,924
CAI International, Inc.*		16,500		388,905
Essex Rental Corp.*		57,700		188,679
Rush Enterprises, Inc., Class A*		58,500		1,734,525
TAL International Group, Inc.+		7,000		401,450
Willis Lease Finance Corp.*		22,000		381,920
				4,604,175
Wireless Telecommunication Services - 0.37%
Leap Wireless International, Inc.*		32,900		572,460
Shenandoah Telecommuni-cations Co.		5,600		143,752

  www.bridgewayomni.com 13

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company		Shares	Value
Common Stocks (continued)
Wireless Telecommunication Services (continued)
USA Mobility, Inc.		37,200	$	531,216
				1,247,428
TOTAL COMMON STOCKS - 99.90%				338,440,903
(Cost $250,705,159)
	Rate^	Shares	Value
MONEY MARKET FUND - 0.05%
BlackRock FedFund	0.02%	184,927		184,927
TOTAL MONEY MARKET FUND - 0.05%				184,927
(Cost $184,927)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.91%
BNY Mellon Overnight Government Fund	0.01%	13,254,708		13,254,708
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.91%				13,254,708
(Cost $13,254,708)
TOTAL INVESTMENTS - 103.86%			$	351,880,538
(Cost $264,144,794)
Liabilities in Excess of Other Assets - (3.86%)				(13,091,073	)
NET ASSETS - 100.00%			$	338,789,465

* Non-income producing security.

^ Rate disclosed as of December 31, 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 December 31, 2013. Total loaned securities had a value of $12,824,207 at December 31, 2013.

LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 12/31/2013 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	$	338,198,170	$	—		$242,733	$	338,440,903
Money Market Fund		—		184,927		—		184,927
Investments Purchased with Cash Proceeds From Securities Lending		—		13,254,708		—		13,254,708
TOTAL	$	338,198,170	$	13,439,635		$242,733	$	351,880,538

  14 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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		Total
Balance as of 06/30/2013	$	—	$	—
Purchases		—		—
Sales		—		—
Realized gain/(loss)		—		—
Change in unrealized appreciation/ (depreciation)1		(27,327)		(27,327)
Transfers in2,3		270,060		270,060
Transfers out		—		—
Balance as of 12/31/2013	$	242,733	$	242,733
Net change in unrealized appreciation (depreciation) from investments held as of 12/31/2013	$	(27,327)	$	(27,327)
1Change in unrealized appreciation/(depreciation) for Level 3 securities is included on the Statements of Operations in the Change in Unrealized Appreciation (Depreciation) on Investments. 2Transfers in represent 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. The purchase value is used in situations where the investment was not held as of the beginning of the period. 3Transfer took place as a result of a trading halt. See Notes to Financial Statements.

  www.bridgewayomni.com 15

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

December 31, 2013

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

For the quarter ended December 31, 2013, our Fund appreciated 11.19%, outperforming our primary market benchmark, the Russell 2000 Value Index (+9.30%).

For the six-month “semi-annual” period ended December 31, 2013, total returns were 21.65% for the Fund and 17.60% for the Russell 2000 Value Index.

For the calendar year ended December 31, 2013, total returns were 43.08% for the Fund and 34.52% for the Russell 2000 Value Index.

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

Standardized Returns as of December 31, 2013

										Annualized
	Quarter			6 Months			1 Year			Since Inception (12/31/10)
Omni Tax-Managed Small-Cap Value Fund		11.19	%		21.65	%		43.08	%		16.43%
Russell 2000 Value Index		9.30	%		17.60	%		34.52	%		14.49%

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

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

According to data from Lipper, Inc. as of December 31, 2013, Omni Tax-Managed Small-Cap Value Fund ranked 39th of 307 small-cap value funds for the twelve month period ended December 31, 2013 and 49th of 251 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 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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 12/31/13

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 December 31, 2013, we held 522 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. Additionally, the Fund’s holdings within the Consumer Staples and Energy sectors had a positive effect on relative performance.

Detailed Explanation of Calendar Year Performance

Our smaller cap and deeper value exposure helped performance for the calendar year. Relative to our primary market benchmark, we were overweighted in the Consumer Discretionary sector, a strong performing sector; this helped the Fund’s absolute and relative returns. We were underweighted in the Utilities sector, which lagged for the year.

Top Ten Holdings as of December 31, 2013

Rank	Description	Industry	% of Net Assets
1	Crosstex Energy, Inc.	Oil, Gas & Consumable Fuels	0.9%
2	OM Group, Inc.	Chemicals	0.8%
3	First Interstate Bancsystem, Inc.	Commercial Banks	0.8%
4	SYNNEX Corp.	Electronic Equipment, Instruments & Components	0.7%
5	Fresh Del Monte Produce, Inc.	Food Products	0.7%
6	Sanmina Corp.	Electronic Equipment, Instruments & Components	0.7%
7	BancorpSouth, Inc.	Commercial Banks	0.7%
8	AAR Corp.	Aerospace & Defense	0.7%
9	Horace Mann Educators Corp.	Insurance	0.7%
10	ManTech International Corp., Class A	IT Services	0.7%
	Total		7.4%

  www.bridgewayomni.com 17

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

Industry Sector Representation as of December 31, 2013

	% of Net Assets		% of Russell 2000 Value Index		Difference
Consumer Discretionary		9.1%		10.6%		-1.5%
Consumer Staples		5.6%		2.7%		2.9%
Energy		13.4%		7.2%		6.2%
Financials		35.9%		39.2%		-3.3%
Health Care		5.9%		4.7%		1.2%
Industrials		14.9%		13.6%		1.3%
Information Technology		10.1%		10.6%		-0.5%
Materials		3.9%		4.7%		-0.8%
Telecommunication Services		1.1%		0.6%		0.5%
Utilities		0.0%		6.1%		-6.1%
Cash & Other Assets		0.1%		0.0%		0.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 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 Tax-Managed Small-Cap Value Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

  18 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.79%
Aerospace & Defense - 1.30%
AAR Corp.		84,660	$	2,371,327
Ducommun, Inc.*		34,750		1,035,897
Erickson Air-Crane, Inc.*+		27,700		575,883
Kratos Defense & Security Solutions, Inc.*		76,900		590,592
				4,573,699
Air Freight & Logistics - 0.67%
Air Transport Services Group, Inc.*		193,450		1,565,010
Atlas Air Worldwide Holdings, Inc.*		18,700		769,505
				2,334,515
Airlines - 1.17%
Hawaiian Holdings, Inc.*+		96,200		926,406
Republic Airways Holdings, Inc.*		142,504		1,523,368
SkyWest, Inc.		111,832		1,658,468
				4,108,242
Auto Components - 0.42%
China Automotive Systems, Inc.*+		28,500		226,005
China XD Plastics Co., Ltd.*+		16,000		84,160
Modine Manufacturing Co.*		28,900		370,498
SORL Auto Parts, Inc.*		25,000		99,500
Stoneridge, Inc.*		11,900		151,725
Strattec Security Corp.		4,380		195,655
Superior Industries International, Inc.		16,600		342,458
				1,470,001
Beverages - 0.02%
MGP Ingredients, Inc.		12,300		63,837
Biotechnology - 0.13%
Emergent Biosolutions, Inc.*		20,000		459,800
Building Products - 0.86%
Gibraltar Industries, Inc.*		84,706		1,574,685
Griffon Corp.		110,250		1,456,402
				3,031,087
Capital Markets - 1.89%
Calamos Asset Management, Inc., Class A		49,700		588,448
Capital Southwest Corp.		16,800		585,816
CIFC Corp.		41,000		318,980
Cowen Group, Inc., Class A*		157,300		615,043

Industry Company	Shares		Value
Capital Markets (continued)
FBR & Co.*		11,775	$	310,624
GFI Group, Inc.		135,680		530,509
INTL. FCStone, Inc.*		29,950		555,273
Investment Technology Group, Inc.*		63,250		1,300,420
JMP Group, Inc.		37,400		276,760
Manning & Napier, Inc.		27,800		490,670
MVC Capital, Inc.		30,000		405,000
Piper Jaffray Cos.*		16,100		636,755
				6,614,298
Chemicals - 1.58%
Core Molding Technologies, Inc.*		7,425		101,722
Kraton Performance Polymers, Inc.*		16,075		370,529
Material Sciences Corp.*		14,900		175,969
OM Group, Inc.*		77,800		2,832,698
Schulman (A.), Inc.		58,600		2,066,236
				5,547,154
Commercial Banks - 20.05%
1st Source Corp.		52,500		1,676,850
Access National Corp.		600		8,970
American National Bankshares, Inc.		13,060		342,825
Ameris Bancorp*		30,300		639,633
BancorpSouth, Inc.		95,900		2,437,778
Bank of Commerce Holdings		28,400		162,164
Bank of Kentucky Financial Corp.		4,400		162,360
Banner Corp.		25,057		1,123,055
Bar Harbor Bankshares		7,000		279,930
BCB Bancorp, Inc.		11,300		151,985
BNC Bancorp+		61,956		1,061,926
BSB Bancorp, Inc.*		15,800		238,422
C&F Financial Corp.		2,400		109,608
Camden National Corp.		5,853		247,114
Capital City Bank Group, Inc.*		40,050		471,388
Carolina Bank Holdings, Inc.*		11,500		118,450
Central Pacific Financial Corp.		49,400		991,952
Central Valley Community Bancorp		21,000		236,250
Century Bancorp, Inc., Class A		14,300		475,475
Chemical Financial Corp.		60,300		1,909,701
Chemung Financial Corp.		10,998		375,802

  www.bridgewayomni.com 19

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Columbia Banking System, Inc.		38,300	$	1,053,633
Eastern Virginia Bankshares, Inc.*		7,051		49,357
Enterprise Financial Services Corp.		43,500		888,270
Farmers Capital Bank Corp.*		13,400		291,450
Financial Institutions, Inc.		30,000		741,300
First Bancorp		51,600		857,592
First Bancorp, Inc.		11,800		205,556
First BanCorp. (Puerto Rico)*		293,700		1,818,003
First Busey Corp.		111,500		646,700
First Business Financial Services, Inc.		9,200		346,196
First Commonwealth Financial Corp.		121,200		1,068,984
First Community Bancshares, Inc.		13,100		218,770
First Connecticut Bancorp, Inc.		4,800		77,376
First Financial Bancorp		68,337		1,191,114
First Financial Corp.		26,830		980,905
First Financial Holdings, Inc.		16,911		1,124,751
First Interstate Bancsystem, Inc.		94,600		2,683,802
First Merchants Corp.		71,000		1,615,960
First Midwest Bancorp, Inc.		115,900		2,031,727
First of Long Island Corp. (The)		12,000		514,440
Firstbank Corp.		1,500		29,010
Flushing Financial Corp.		43,300		896,310
German American Bancorp, Inc.		12,500		356,250
Glacier Bancorp, Inc.		76,700		2,284,893
Great Southern Bancorp, Inc.		20,750		631,007
Hanmi Financial Corp.		46,563		1,019,264
Heartland Financial USA, Inc.		1,750		50,382
Heritage Commerce Corp.		30,000		247,200
Heritage Financial Corp.		30,000		513,300
Home Federal Bancorp, Inc.		19,300		287,570
HomeTrust Bancshares, Inc.*		50,000		799,500
Horizon Bancorp		1,363		34,525
Hudson Valley Holding Corp.		37,800		769,230
Independent Bank Corp.*		10,500		126,000
International Bancshares Corp.		64,600		1,704,794
Intervest Bancshares Corp.*		45,200		339,452

Industry Company	Shares		Value
Commercial Banks (continued)
Lakeland Bancorp, Inc.		68,515	$	847,531
LNB Bancorp, Inc.		17,000		170,510
Macatawa Bank Corp.*		12,550		62,750
MainSource Financial Group, Inc.		41,500		748,245
MB Financial, Inc.		19,700		632,173
MBT Financial Corp.*		44,084		187,798
Mercantile Bank Corp.+		17,200		371,176
Metro Bancorp, Inc.*		26,250		565,425
MetroCorp Bancshares, Inc.		8,694		131,019
Middleburg Financial Corp.		5,863		105,768
MidSouth Bancorp, Inc.		23,300		416,138
MidWestOne Financial Group, Inc.		12,000		326,400
MutualFirst Financial, Inc.		8,700		149,031
NewBridge Bancorp*		99,388		745,410
Northrim BanCorp, Inc.		14,000		367,360
Old National Bancorp		30,600		470,322
OmniAmerican Bancorp, Inc.*		9,756		208,583
Orrstown Financial Services, Inc.*		16,700		273,045
Pacific Continental Corp.		22,200		353,868
Park Sterling Corp.		50,298		359,128
Peapack Gladstone Financial Corp.		318		6,074
Peoples Bancorp, Inc.		28,550		642,660
Pinnacle Financial Partners, Inc.		45,750		1,488,247
Preferred Bank*		36,000		721,800
Premier Financial Bancorp, Inc.		5,366		75,929
PrivateBancorp, Inc.		73,900		2,137,927
Renasant Corp.		48,700		1,532,102
Republic Bancorp, Inc., Class A		25,700		630,678
Republic First Bancorp, Inc.*		83,000		247,340
S&T Bancorp, Inc.		30,700		777,017
Sandy Spring Bancorp, Inc.		14,300		403,117
Shore Bancshares, Inc.*		20,000		184,400
Sierra Bancorp		17,200		276,748
Southern National Bancorpof Virginia, Inc.		35,000		350,350
Southside Bancshares, Inc.		11,550		315,777
Southwest Bancorp, Inc.*		23,900		380,488
State Bank Financial Corp.		56,500		1,027,735
StellarOne Corp.		60,200		1,449,014
Suffolk Bancorp*		27,900		580,320
Summit State Bank		5,000		52,750
Tompkins Financial Corp.		8,400		431,676
Trico Bancshares		38,900		1,103,593

  20 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Umpqua Holdings Corp.		25,000	$	478,500
United Community Banks, Inc.*		57,770		1,025,417
Univest Corp. of Pennsylvania		39,200		810,656
Virginia Commerce Bancorp, Inc.*		23,000		390,770
Washington Banking Co.		11,800		209,214
WesBanco, Inc.		48,490		1,551,680
Wintrust Financial Corp.		24,600		1,134,552
Yadkin Financial Corp.*		38,000		647,520
				70,271,942
Commercial Services & Supplies - 2.12%
ACCO Brands Corp.*		239,800		1,611,456
Consolidated Graphics, Inc.*		13,000		876,720
Courier Corp.		30,350		549,032
Ennis, Inc.		64,000		1,132,800
Intersections, Inc.		54,550		424,944
Kimball International, Inc., Class B		53,800		808,614
Multi-Color Corp.		5,750		217,005
Quad/Graphics, Inc.+		24,000		653,520
Schawk, Inc.		44,400		660,228
Versar, Inc.*		27,300		131,859
Viad Corp.		12,700		352,806
				7,418,984
Communications Equipment - 0.47%
Bel Fuse, Inc., Class B		3,600		76,716
Black Box Corp.		19,900		593,020
ClearOne, Inc.*		13,000		114,010
Comtech Telecommuni-cations Corp.		4,000		126,080
Harmonic, Inc.*		99,100		731,358
				1,641,184
Computers & Peripherals - 0.10%
Hutchinson Technology, Inc.*		105,500		337,600
Construction & Engineering - 1.62%
Aegion Corp.*		31,300		685,157
Goldfield Corp. (The)*		65,000		126,750
Layne Christensen Co.*		13,000		222,040
MYR Group, Inc.*		15,000		376,200
Northwest Pipe Co.*		19,000		717,440
Orion Marine Group, Inc.*		128,500		1,545,855
Pike Corp.*		94,700		1,000,979
Sterling Construction Co., Inc.*		30,000		351,900

Industry Company	Shares		Value
Construction & Engineering (continued)
Tutor Perini Corp.*		24,500	$	644,350
				5,670,671
Consumer Finance - 0.78%
Asta Funding, Inc.		9,150		77,043
Cash America International, Inc.		24,900		953,670
Consumer Portfolio Services, Inc.*		59,000		554,010
Encore Capital Group, Inc.*		973		48,903
Nelnet, Inc., Class A		25,900		1,091,426
				2,725,052
Distributors - 0.14%
VOXX International Corp.*		28,500		475,950
Diversified Consumer Services - 0.18%
Bridgepoint Education, Inc.*		2,724		48,242
Corinthian Colleges, Inc.*		59,850		106,533
Regis Corp.		34,050		494,066
				648,841
Diversified Financial Services - 1.09%
Gain Capital Holdings, Inc.+		39,900		299,649
Interactive Brokers Group, Inc., Class A		90,750		2,208,855
MicroFinancial, Inc.		22,000		188,100
PHH Corp.*		46,000		1,120,100
				3,816,704
Diversified Telecommunication Services - 0.77%
Alaska Communications Systems Group, Inc.*		141,500		299,980
General Communication, Inc., Class A*		10,000		111,500
Hawaiian Telcom Holdco, Inc.*		24,000		704,880
Inteliquent, Inc.		58,000		662,360
Iridium Communications, Inc.*+		115,725		724,438
Premiere Global Services, Inc.*		15,800		183,122
Vonage Holdings Corp.*		600		1,998
				2,688,278
Electrical Equipment - 0.19%
Broadwind Energy, Inc.*		25,000		236,000
Lihua International, Inc.*+		48,000		274,560
Orion Energy Systems, Inc.*		17,224		117,123
SL Industries, Inc.		400		10,840

  www.bridgewayomni.com 21

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Electrical Equipment (continued)
Ultralife Corp.*		7,150	$	25,383
				663,906
Electronic Equipment, Instruments & Components - 3.92%
Benchmark Electronics, Inc.*		99,700		2,301,076
CTS Corp.		25,000		497,750
IEC Electronics Corp.*		8,150		34,067
Insight Enterprises, Inc.*		44,883		1,019,293
Newport Corp.*		12,600		227,682
PAR Technology Corp.*		43,750		238,437
PC Connection, Inc.		32,000		795,200
PCM, Inc.*		6,450		66,242
Radisys Corp.*		74,700		171,063
Sanmina Corp.*		149,100		2,489,970
ScanSource, Inc.*		14,000		594,020
SYNNEX Corp.*		38,700		2,608,380
TTM Technologies, Inc.*		108,400		930,072
Viasystems Group, Inc.*		56,500		772,920
Vishay Intertechnology, Inc.*		40,000		530,400
Vishay Precision Group, Inc.*		31,667		471,522
				13,748,094
Energy Equipment & Services - 4.70%
Basic Energy Services, Inc.*		107,400		1,694,772
C&J Energy Services, Inc.*+		81,600		1,884,960
Cal Dive International, Inc.*		135,000		271,350
Dawson Geophysical Co.*		19,100		645,962
ENGlobal Corp.*		86,300		119,957
Forbes Energy Services, Ltd.*		41,300		135,051
Gulfmark Offshore, Inc., Class A		28,800		1,357,344
Hercules Offshore, Inc.*		345,650		2,257,094
Hornbeck Offshore Services, Inc.*		13,000		639,990
Key Energy Services, Inc.*		107,100		846,090
Mitcham Industries, Inc.*		31,650		560,521
Natural Gas Services Group, Inc.*		16,305		449,529
Newpark Resources, Inc.*		30,000		368,700
Nuverra Environmental Solutions, Inc.*+		4,807		80,710
Parker Drilling Co.*		239,400		1,946,322
PHI, Inc.*		39,150		1,699,110
Pioneer Energy Services Corp.*		117,100		937,971
SEACOR Holdings, Inc.*		6,500		592,800
				16,488,233

Industry Company	Shares		Value
Food & Staples Retailing - 2.42%
Andersons, Inc. (The)		24,900	$	2,220,333
Ingles Markets, Inc., Class A		50,950		1,380,745
Pantry, Inc. (The)*		46,900		786,982
Roundy’s, Inc.		136,370		1,344,608
Spartan Stores, Inc.		68,074		1,652,837
Weis Markets, Inc.		20,700		1,087,992
				8,473,497
Food Products - 2.41%
Chiquita Brands International, Inc.*		136,100		1,592,370
Coffee Holding Co., Inc.+		14,000		71,260
Fresh Del Monte Produce, Inc.		90,800		2,569,640
John B. Sanfilippo & Son, Inc.		13,900		343,052
Omega Protein Corp.*		58,250		715,892
Post Holdings, Inc.*		45,700		2,251,639
Seneca Foods Corp., Class A*		24,950		795,656
SkyPeople Fruit Juice, Inc.*		51,000		89,250
				8,428,759
Health Care Equipment & Supplies - 1.70%
Alphatec Holdings, Inc.*		220,200		442,602
AngioDynamics, Inc.*		77,500		1,332,225
CryoLife, Inc.		30,000		332,700
Invacare Corp.		47,900		1,111,759
Medical Action Industries, Inc.*		50,050		428,428
Merit Medical Systems, Inc.*		28,100		442,294
NuVasive, Inc.*		22,900		740,357
PhotoMedex, Inc.*+		25,400		328,930
RTI Surgical, Inc.*		73,000		258,420
Symmetry Medical, Inc.*		52,800		532,224
				5,949,939
Health Care Providers & Services - 3.96%
Addus HomeCare Corp.*		22,188		498,121
Almost Family, Inc.*		12,500		404,125
Amedisys, Inc.*		104,060		1,522,398
Amsurg Corp.*		11,100		509,712
BioTelemetry, Inc.*		34,479		273,763
Cross Country Healthcare, Inc.*		76,700		765,466
Five Star Quality Care, Inc.*		103,700		569,313
Gentiva Health Services, Inc.*		30,000		372,300
Kindred Healthcare, Inc.		112,600		2,222,724
LHC Group, Inc.*		16,500		396,660

  22 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Providers & Services (continued)
Magellan Health Services, Inc.*		5,000	$	299,550
Molina Healthcare, Inc.*		28,600		993,850
National Healthcare Corp.		6,000		323,460
PharMerica Corp.*		56,300		1,210,450
Providence Service Corp. (The)*		16,150		415,378
Select Medical Holdings Corp.		149,720		1,738,249
Skilled Healthcare Group, Inc., Class A*		68,000		327,080
Skystar Bio-Pharmaceutical Co. Ltd.*		2,800		9,828
Triple-S Management Corp., Class B*		32,000		622,080
Universal American Corp.		57,625		420,662
				13,895,169
Hotels, Restaurants & Leisure - 2.78%
Boyd Gaming Corp.*		162,400		1,828,624
Bravo Brio Restaurant Group, Inc.*		31,400		510,878
Carrols Restaurant Group, Inc.*		46,825		309,513
Fiesta Restaurant Group, Inc.*		7,825		408,778
Frisch’s Restaurants, Inc.		2,400		61,512
Full House Resorts, Inc.*		31,300		87,640
International Speedway Corp., Class A		11,000		390,390
Isle of Capri Casinos, Inc.*		100,150		901,350
Lakes Entertainment, Inc.*		23,900		94,405
Luby’s, Inc.*		42,500		328,100
Marcus Corp. (The)		8,800		118,272
Monarch Casino & Resort, Inc.*		22,300		447,784
Pinnacle Entertainment, Inc.*		46,100		1,198,139
Red Robin Gourmet Burgers, Inc.*		14,650		1,077,361
Ruby Tuesday, Inc.*		73,200		507,276
Speedway Motorsports, Inc.		74,750		1,483,788
				9,753,810
Household Durables - 0.55%
CSS Industries, Inc.		23,458		672,775
Lifetime Brands, Inc.		24,999		393,234
NACCO Industries, Inc., Class A		11,350		705,857
Stanley Furniture Co., Inc.*		35,100		134,784
Universal Electronics, Inc.*		600		22,866
				1,929,516

Industry Company	Shares		Value
Household Products - 0.53%
Central Garden & Pet Co., Class A*		98,200	$	662,850
Harbinger Group, Inc.*		100,100		1,186,185
				1,849,035
Insurance - 7.67%
American Equity Investment Life Holding Co.		78,550		2,072,149
Baldwin & Lyons, Inc., Class B		19,700		538,204
Crawford & Co., Class B		20,350		188,034
Donegal Group, Inc., Class A		57,100		907,890
EMC Insurance Group, Inc.		13,850		424,087
Employers Holdings, Inc.		38,500		1,218,525
FBL Financial Group, Inc., Class A		27,666		1,239,160
Federated National Holding Co.		8,900		130,207
Fortegra Financial Corp.*		41,500		343,205
Hallmark Financial Services, Inc.*		40,158		356,804
Hilltop Holdings, Inc.*		14,100		326,133
Horace Mann Educators Corp.		74,950		2,363,923
Independence Holding Co.		4,900		66,101
Infinity Property & Casualty Corp.		9,200		660,100
Kansas City Life Insurance Co.		3,500		167,090
Maiden Holdings, Ltd.		167,450		1,830,228
Meadowbrook Insurance Group, Inc.		125,000		870,000
Montpelier Re Holdings, Ltd.		43,950		1,278,945
National Interstate Corp.		16,000		368,000
National Western Life Insurance Co., Class A		5,350		1,195,992
Navigators Group, Inc. (The)*		27,450		1,733,742
Safety Insurance Group, Inc.		14,500		816,350
Selective Insurance Group, Inc.		63,200		1,710,192
State Auto Financial Corp.		15,000		318,600
Stewart Information Services Corp.		60,950		1,966,857
United Fire Group, Inc.		60,900		1,745,394
United Insurance Holdings Corp.		43,400		611,072
Universal Insurance Holdings, Inc.		98,641		1,428,322
				26,875,306

  www.bridgewayomni.com 23

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Internet & Catalog Retail - 0.40%
FTD Cos., Inc.*		27,160	$	884,873
Orbitz Worldwide, Inc.*		71,850		515,883
				1,400,756
Internet Software & Services - 0.83%
Digital River, Inc.*		39,700		734,450
EarthLink, Inc.		43,000		218,010
IntraLinks Holdings, Inc.*		49,000		593,390
Marchex, Inc., Class B		88,000		761,200
United Online, Inc.*		42,700		587,552
				2,894,602
IT Services - 1.86%
CACI International, Inc., Class A*		28,951		2,119,792
CIBER, Inc.*		157,501		652,054
CSP, Inc.		13,700		110,559
Dynamics Research Corp.*		31,200		358,176
Hackett Group, Inc. (The)		2,800		17,388
ManTech International Corp., Class A+		78,882		2,360,938
NCI, Inc., Class A*		26,400		174,768
Pfsweb, Inc.*		450		4,082
Sykes Enterprises, Inc.*		33,550		731,726
				6,529,483
Leisure Equipment & Products - 0.05%
Johnson Outdoors, Inc., Class A		3,950		106,452
Summer Infant, Inc.*		43,200		78,192
				184,644
Life Sciences Tools & Services - 0.08%
Albany Molecular Research, Inc.*		29,300		295,344
Machinery - 2.43%
Accuride Corp.*		52,400		195,452
American Railcar Industries, Inc.+		31,000		1,418,250
Ampco-Pittsburgh Corp.		17,905		348,252
Briggs & Stratton Corp.		54,450		1,184,832
Cleantech Solutions International, Inc.*+		12,000		65,520
FreightCar America, Inc.		15,000		399,300
Greenbrier Cos., Inc. (The)*		46,700		1,533,628
Hardinge, Inc.		27,000		390,690
Hyster-Yale Materials Handling, Inc.		2,700		251,532
Kadant, Inc.		5,000		202,600

Industry Company	Shares		Value
Machinery (continued)
Key Technology, Inc.*		1,950	$	27,944
L.S. Starrett Co., Class A (The)		8,200		119,474
Lydall, Inc.*		40,050		705,681
Miller Industries, Inc.		9,550		177,916
NN, Inc.		29,500		595,605
Supreme Industries, Inc., Class A*		30,450		177,524
Tecumseh Products Co., Class A*		15,000		135,750
Titan International, Inc.		33,000		593,340
				8,523,290
Marine - 0.14%
Eagle Bulk Shipping, Inc.*+		48,700		223,533
International Shipholding Corp.		8,250		243,375
Ultrapetrol Bahamas, Ltd.*		4,900		18,326
				485,234
Media - 2.04%
A.H. Belo Corp., Class A		33,800		252,486
Ballantyne Strong, Inc.*		14,300		66,209
Cumulus Media, Inc., Class A*		69,865		540,056
Digital Generation, Inc.*		40,210		512,678
E.W. Scripps Co., Class A (The)*		34,600		751,512
Entercom Communications Corp., Class A*+		37,050		389,395
Gray Television, Inc.*		58,950		877,176
Harte-Hanks, Inc.		151,200		1,182,384
Journal Communications, Inc., Class A*		47,450		441,760
Radio One, Inc., Class D*		110,350		418,226
Reading International, Inc., Class A*		9,900		74,151
Salem Communications Corp., Class A		64,700		562,890
Scholastic Corp.		31,900		1,084,919
				7,153,842
Metals & Mining - 1.70%
A.M. Castle & Co.*		60,900		899,493
Friedman Industries, Inc.		3,500		29,750
Horsehead Holding Corp.*		8,900		144,269
Kaiser Aluminum Corp.		22,700		1,594,448
Materion Corp.		34,500		1,064,325
Olympic Steel, Inc.		45,500		1,318,590

  24 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Metals & Mining (continued)
SunCoke Energy, Inc.*		39,500	$	900,995
				5,951,870
Multiline Retail - 0.24%
Fred’s, Inc., Class A		16,250		300,950
Tuesday Morning Corp.*		32,950		525,882
				826,832
Oil, Gas & Consumable Fuels - 8.70%
Adams Resources & Energy, Inc.		11,800		808,300
Alon USA Energy, Inc.		50,700		838,578
Alpha Natural Resources, Inc.*+		63,000		449,820
Bill Barrett Corp.*+		69,700		1,866,566
BioFuel Energy Corp.*+		20,900		35,948
Callon Petroleum Co.*		83,500		545,255
Carrizo Oil & Gas, Inc.*		20,000		895,400
Clayton Williams Energy, Inc.*		5,600		458,920
Cloud Peak Energy, Inc.*		35,200		633,600
Comstock Resources, Inc.		48,200		881,578
Crosstex Energy, Inc.		82,600		2,986,816
Delek US Holdings, Inc.		22,900		787,989
DHT Holdings, Inc.		39,000		266,760
Double Eagle Petroleum Co.*		51,650		120,344
EPL Oil & Gas, Inc.*		81,200		2,314,200
Equal Energy, Ltd.		96,700		516,378
Gran Tierra Energy, Inc.*		60,200		440,062
Green Plains Renewable Energy, Inc.		96,450		1,870,166
Hallador Energy Co.		71,600		577,096
Knightsbridge Tankers, Ltd.		30,000		275,700
Midstates Petroleum Co., Inc.*+		143,700		951,294
Miller Energy Resources, Inc.*+		88,000		619,520
New Concept Energy, Inc.*		3,600		6,300
Northern Oil and Gas, Inc.*		41,300		622,391
PBF Energy, Inc., Class A+		11,100		349,206
PDC Energy, Inc.*		15,380		818,524
Penn Virginia Corp.*		172,000		1,621,960
Renewable Energy Group, Inc.*		114,744		1,314,966
Resolute Energy Corp.*		134,300		1,212,729
REX American Resources Corp.*		25,250		1,128,928
Sanchez Energy Corp.*+		14,000		343,140
Ship Finance International, Ltd.		19,900		325,962

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Stone Energy Corp.*		45,300	$	1,566,927
Teekay Tankers, Ltd., Class A+		80,800		317,544
U.S. Energy Corp.*		79,200		297,792
W&T Offshore, Inc.		64,700		1,035,200
Warren Resources, Inc.*		120,780		379,249
				30,481,108
Paper & Forest Products - 0.64%
Mercer International, Inc.*		64,950		647,552
Resolute Forest Products*		99,700		1,597,194
				2,244,746
Personal Products - 0.23%
Nutraceutical International Corp.*		29,950		802,061
Professional Services - 2.09%
CBIZ, Inc.*		121,275		1,106,028
CDI Corp.		35,700		661,521
FTI Consulting, Inc.*		16,000		658,240
Heidrick & Struggles International, Inc.		43,240		870,854
ICF International, Inc.*		19,000		659,490
Kelly Services, Inc., Class A		22,300		556,162
Navigant Consulting, Inc.*		99,500		1,910,400
RCM Technologies, Inc.*		400		2,792
RPX Corp.*		7,796		131,752
VSE Corp.		15,830		759,998
				7,317,237
Road & Rail - 0.81%
Arkansas Best Corp.		40,400		1,360,672
Celadon Group, Inc.		4,400		85,712
Covenant Transportation Group, Inc., Class A*		42,550		349,336
Marten Transport, Ltd.		37,966		766,534
Saia, Inc.*		4,725		151,436
USA Truck, Inc.*		9,635		128,916
				2,842,606
Semiconductors & Semiconductor Equipment - 2.68%
Advanced Energy Industries, Inc.*		11,800		269,748
Amkor Technology, Inc.*		99,300		608,709
Diodes, Inc.*		17,200		405,232
Fairchild Semiconductor International, Inc.*		52,400		699,540
Integrated Silicon Solution, Inc.*		36,394		440,004

  www.bridgewayomni.com 25

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Semiconductors & Semiconductor Equipment (continued)
Kulicke & Soffa Industries, Inc.*		100,300	$	1,333,990
Magnachip Semiconductor Corp.*		33,100		645,450
OmniVision Technologies, Inc.*		45,800		787,760
Pericom Semiconductor Corp.*		41,500		367,690
Photronics, Inc.*		118,170		1,067,075
Rudolph Technologies, Inc.*		31,100		365,114
Spansion, Inc., Class A*		131,300		1,823,757
Ultra Clean Holdings, Inc.*		57,000		571,710
				9,385,779
Software - 0.21%
GSE Systems, Inc.*		35,000		56,000
Net 1 UEPS Technologies, Inc.*		15,700		137,061
NetSol Technologies, Inc.*+		31,100		181,313
TeleCommunication Systems, Inc., Class A*		57,900		134,328
Telenav, Inc.*		31,500		207,585
Voltari Corp.*+		2,100		7,203
				723,490
Specialty Retail - 1.34%
Barnes & Noble, Inc.*		43,800		654,810
Brown Shoe Co., Inc.		25,150		707,721
Build-A-Bear Workshop, Inc.*		3,800		28,690
Citi Trends, Inc.*		33,050		561,850
hhgregg, Inc.*+		20,000		279,400
Office Depot, Inc.*		168,000		888,720
Pep Boys-Manny, Moe & Jack (The)*		25,000		303,500
Stein Mart, Inc.		32,400		435,780
TravelCenters of America LLC*		54,150		527,421
West Marine, Inc.*		22,679		322,722
				4,710,614
Textiles, Apparel & Luxury Goods - 0.92%
Delta Apparel, Inc.*		13,200		224,136
Joe’s Jeans, Inc.*		193,000		212,300
Perry Ellis International, Inc.*		19,800		312,642
Rocky Brands, Inc.		16,150		235,305
Skechers U.S.A., Inc., Class A*		31,600		1,046,908
Unifi, Inc.*		43,600		1,187,664
				3,218,955

Industry Company	Shares		Value
Thrifts & Mortgage Finance - 4.35%
Astoria Financial Corp.		120,900	$	1,672,047
Bank Mutual Corp.		121,800		853,818
BankFinancial Corp.		44,100		403,956
Berkshire Hills Bancorp, Inc.		10,000		272,700
Brookline Bancorp, Inc.		30,000		287,100
Camco Financial Corp.*		26,255		175,383
Cape Bancorp, Inc.		26,100		265,176
Doral Financial Corp.*		5,660		88,636
ESB Financial Corp.		35,649		506,216
ESSA Bancorp, Inc.		35,000		404,600
Federal Agricultural Mortgage Corp., Class C		16,500		565,125
First Defiance Financial Corp.		20,750		538,878
First Financial Northwest, Inc.		26,400		273,768
Flagstar Bancorp, Inc.*		59,500		1,167,390
Franklin Financial Corp.*		15,873		313,968
Heritage Financial Group, Inc.		12,200		234,850
Home Bancorp, Inc.*		14,000		263,900
Home Loan Servicing Solutions, Ltd.		16,500		379,005
HomeStreet, Inc.		33,500		670,000
HopFed Bancorp, Inc.		23,500		267,665
Laporte Bancorp, Inc.		11,000		122,320
Meta Financial Group, Inc.		11,500		463,795
NASB Financial, Inc.+		2,600		78,520
Northwest Bancshares, Inc.		20,000		295,600
OceanFirst Financial Corp.		50,488		864,859
Provident Financial Holdings, Inc.		26,600		399,000
Provident Financial Services, Inc.		67,400		1,302,168
Pulaski Financial Corp.		800		9,008
Riverview Bancorp, Inc.*		50,000		145,000
Security National Financial Corp., Class A*		72,000		347,040
Territorial Bancorp, Inc.		21,900		508,080
Timberland Bancorp, Inc.		7,000		67,340
United Community Bancorp		10,000		114,000
United Community Financial Corp.*		39,163		139,812
Westfield Financial, Inc.		53,000		395,380
WSFS Financial Corp.		4,870		377,571
				15,233,674
Trading Companies & Distributors - 1.51%
AeroCentury Corp.*		5,500		94,490
Aircastle, Ltd.		101,500		1,944,740

  26 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2013 (Unaudited)

Industry Company		Shares	Value
Common Stocks (continued)
Trading Companies & Distributors (continued)
CAI International, Inc.*		12,000	$	282,840
Essex Rental Corp.*		60,200		196,854
Rush Enterprises, Inc., Class A*		58,600		1,737,490
TAL International Group, Inc.		12,000		688,200
Willis Lease Finance Corp.*		20,750		360,220
				5,304,834
Wireless Telecommunication Services - 0.35%
Shenandoah Telecommunications Co.		15,700		403,019
USA Mobility, Inc.		57,859		826,227
				1,229,246
TOTAL COMMON STOCKS - 99.79%				349,693,350
(Cost $260,290,151)
	Rate^	Shares	Value
MONEY MARKET FUND - 0.51%
BlackRock FedFund	0.02%	1,810,065		1,810,065
TOTAL MONEY MARKET FUND - 0.51%				1,810,065
(Cost $1,810,065)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.63%
BNY Mellon Overnight Government Fund	0.01%	9,218,361		9,218,361
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.63%				9,218,361
(Cost $9,218,361)
TOTAL INVESTMENTS - 102.93% (Cost $271,318,577)			$	360,721,776
Liabilities in Excess of Other Assets - (2.93%)				(10,282,806	)
NET ASSETS - 100.00%			$	350,438,970
*     Non-income producing security. ^    Rate disclosed as of December 31, 2013. +    This security or a portion of the security is out on loan as of December 31, 2013. Total loaned securities had a value of $8,932,457 at December 31, 2013. LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 12/31/2013 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Obse- rvable Inputs		Level 3 Significant Unobse- rvable Inputs	Total
Common Stocks	$	349,693,350	$	—	$—	$	349,693,350
Money Market Fund		—		1,810,065	—		1,810,065
Investments Purchased with Cash Proceeds From Securities Lending		—		9,218,361	—		9,218,361
TOTAL	$	349,693,350	$	11,028,426	$—	$	360,721,776

See Notes to Financial Statements.

  www.bridgewayomni.com 27

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2013 (Unaudited)

ASSETS	Omni Small-Cap Value			Omni Tax -Managed Small-Cap Value
Investments at value		$	351,880,538		$	360,721,776
Receivables:
Fund shares sold			419,199			865,493
Dividends and interest			179,484			162,343
Prepaid expenses			39,526			36,389
Total assets			352,518,747			361,786,001
LIABILITIES
Payables:
Portfolio securities purchased			31,255			1,411,237
Fund shares redeemed			219,537			504,479
Payable upon return of securities loaned			13,254,708			9,218,361
Accrued Liabilities:
Investment advisory fees			108,293			111,774
Administration fees			6,657			6,907
Directors’ fees			2,114			1,658
Other			106,718			92,615
Total liabilities			13,729,282			11,347,031
NET ASSETS		$	338,789,465		$	350,438,970
NET ASSETS REPRESENT
Paid-in capital		$	238,178,073		$	252,420,305
Undistributed (distributions in excess of) net investment income			(1,907)			2,424
Accumulated net realized gain on investments			12,877,555			8,613,042
Net unrealized appreciation on investments			87,735,744			89,403,199
NET ASSETS		$	338,789,465		$	350,438,970
Shares of common stock outstanding of $.001 par value*			21,170,674			23,483,991
Net asset value, offering price and redemption price per share		$	16.00		$	14.92
Total investments at cost		$	264,144,794		$	271,318,577

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

See Notes to Financial Statements.

  28 Semi-Annual Report | December 31, 2013 (Unaudited)  

STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2013 (Unaudited)

	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
INVESTMENT INCOME
Dividends		$	2,048,612		$	2,137,287
Less: foreign taxes withheld			(997)			(1,025)
Securities lending			124,787			95,129
Total Investment Income			2,172,402			2,231,391
EXPENSES
Investment advisory fees			753,723			780,851
Administration fees			38,618			40,003
Accounting fees			52,653			54,155
Transfer agent fees			6,365			6,360
Professional fees			30,423			27,832
Custody fees			8,272			8,515
Blue sky fees			14,477			15,367
Directors’ and officers’ fees			16,057			16,053
Shareholder servicing fees			109,827			108,160
Reports to shareholders			14,429			14,352
Miscellaneous expenses			27,439			26,495
Total Expenses			1,072,283			1,098,143
Less investment advisory fees waived			(167,901)			(161,206)
Net Expenses			904,382			936,937
NET INVESTMENT INCOME			1,268,020			1,294,454
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments			26,735,385			14,976,578
Change in Unrealized Appreciation (Depreciation) on:
Investments			32,077,756			43,697,280
Net Realized and Unrealized Gain on Investments			58,813,141			58,673,858
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	60,081,161		$	59,968,312

See Notes to Financial Statements.

  www.bridgewayomni.com 29

STATEMENTS OF CHANGES IN NET ASSETS

	Omni Small-Cap Value						Omni Tax-Managed Small-Cap Value
	Six Months Ended December 31, 2013			Year Ended June 30, 2013			Six Months Ended December 31, 2013			Year Ended June 30, 2013
		(Unaudited)						(Unaudited)
OPERATIONS
Net investment income		$    1,268,020			$    2,959,274			$    1,294,454			$    2,551,258
Net realized gain on investments		26,735,385			10,904,743			14,976,578			5,772,987
Net change in unrealized appreciation (depreciation) on investments		32,077,756			44,979,070			43,697,280			42,087,918
Net increase in net assets resulting from operations		60,081,161			58,843,087			59,968,312			50,412,163
DISTRIBUTIONS:
From net investment income		(1,694,743	)		(2,835,617	)		(1,891,418	)		(2,235,902	)
From net realized gains		(21,789,088	)		(2,196,201	)		(10,989,498	)		-
Net decrease in net assets resulting from distributions		(23,483,831	)		(5,031,818	)		(12,880,916	)		(2,235,902	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		59,652,976			63,805,646			51,124,055			115,641,726
Reinvestment of distributions		23,483,830			5,031,818			12,880,497			2,235,804
Cost of shares redeemed		(41,853,830	)		(41,292,281	)		(22,740,796	)		(31,182,289	)
Net increase in net assets resulting from share transactions		41,282,976			27,545,183			41,263,756			86,695,241
Net increase in net assets		77,880,306			81,356,452			88,351,152			134,871,502
NET ASSETS:
Beginning of period		260,909,159			179,552,707			262,087,818			127,216,316
End of period*		$338,789,465			$260,909,159			$350,438,970			$262,087,818
SHARES ISSUED & REDEEMED
Issued		3,834,633			5,217,382			3,623,848			10,437,669
Distributions reinvested		1,534,891			422,842			901,365			206,255
Redeemed		(2,690,103	)		(3,303,393	)		(1,597,622	)		(2,748,125	)
Net increase in shares		2,679,421			2,336,831			2,927,591			7,895,799
Outstanding at beginning of period		18,491,253			16,154,422			20,556,400			12,660,601
Outstanding at end of period		21,170,674			18,491,253			23,483,991			20,556,400
* Including undistributed (distributions in excess of) net investment income of:		$           (1,907)			$        424,816			$            2,424			$        599,388

See Notes to Financial Statements.

  30 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI SMALL-CAP VALUE

	For the Period Ended 12/31/2013 (Unaudited)	For the Year Ended 06/30/2013	For the Period Ended 06/30/2012(a)
Net Asset Value, Beginning of Period	$14.11	$11.11	$10.00
Income from Investment Operations:
Net Investment Income(b)	0.07	0.17	0.08
Net Realized and Unrealized Gain	2.99	3.12	1.06
Total from Investment Operations	3.06	3.29	1.14
Less Distributions to Shareholders from:
Net Realized Gain	(1.09)	(0.13)	-
Net Investment Income	(0.08)	(0.16)	(0.03)
Total Distributions	(1.17)	(0.29)	(0.03)
Net Asset Value, End of Period	$16.00	$14.11	$11.11
Total Return	22.09%(c)(d)	30.08%(d)	11.41%(d)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$338,789	$260,909	$179,553
Expenses Before Waivers and Reimbursements(e)	0.71%	0.78%	0.84%
Expenses After Waivers and Reimbursements(e)	0.60%	0.60%	0.60%
Net Investment Income (Loss) After Waivers and Reimbursements(e)	0.84%	1.36%	0.92%
Portfolio Turnover Rate	28%(c)	34%	8%

(a) Commenced operations on August 31, 2011.

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

(c) Not annualized.

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

(e) Annualized for periods less than one year.

See Notes to Financial Statements.

  www.bridgeway.com 31

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI TAX-MANAGED SMALL-CAP VALUE

		Year Ended June 30
	For the Period Ended 12/31/2013 (Unaudited)	2013	2012	For the Period Ended 06/30/2011(a)
Net Asset Value, Beginning of Period	$12.75	$10.05	$10.68	$10.00
Income from Investment Operations:
Net Investment Income(b)	0.06	0.15	0.09	0.03
Net Realized and Unrealized Gain (Loss)	2.67	2.68	(0.67)(c)	0.65
Total from Investment Operations	2.73	2.83	(0.58)	0.68
Less Distributions to Shareholders from:
Net Realized Gain	(0.48)	-	-	-
Net Investment Income	(0.08)	(0.13)	(0.05)	-
Total Distributions	(0.56)	(0.13)	(0.05)	-
Net Asset Value, End of Period	$14.92	$12.75	$10.05	$10.68
Total Return	21.65%(d)(e)	28.43%(e)	(5.41%)(e)	6.80%(e)
Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$350,439	$262,088	$127,216	$37,945
Expenses Before Waivers and Reimbursements(f)	0.70%	0.77%	0.90%	1.56%
Expenses After Waivers and Reimbursements(f)	0.60%	0.60%	0.60%	0.60%
Net Investment Income (Loss) After Waivers and Reimbursements(f)	0.83%	1.34%	0.95%	0.57%
Portfolio Turnover Rate	21%(d)	34%	26%	7%

(a) Commenced operations on December 31, 2010.

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

(c) 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.

(d) Not annualized.

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

(f) Annualized for periods less than one year.

See Notes to Financial Statements.

  32 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

NOTES TO FINANCIAL STATEMENTS

December 31, 2013 (Unaudited)

1. Organization:

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

Bridgeway is organized as a series fund, with 11 investment funds as of December 31, 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 December 31, 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.

  www.bridgewayomni.com 33

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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, and the BNY Mellon Overnight Government Fund invests primarily in securities that are valued at cost or amortized cost. Therefore, these investments 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 December 31, 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 period ended December 31, 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.

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 resulting in a loss. Under the terms of the Securities Lending Agreement, the Funds are indemnified for such losses by the securities lending agent.

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

  34 Semi-Annual Report | December 31, 2013 (Unaudited)  

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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

The following table is a summary of the Funds’ securities loaned and related collateral which are subject to a netting agreement as of December 31, 2013:

						Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities	Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments	Cash Collateral Received1		Net   Amount
Omni Small-Cap Value
Securities lending	$	12,824,207	-	$	12,824,207	-	$	12,824,207	-
Omni Tax-Managed Small-Cap Value
Securities lending	$	8,932,457	-	$	8,932,457	-	$	8,932,457	-

¹  Collateral with a value of $13,254,708 and $ 9,218,361 has been received in connection with securities lending of Omni Small-Cap Value Fund and Omni Tax-Managed Small Cap Value Fund, respectively. Excess of collateral received from individual counterparty is not shown for financial reporting purposes.

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

  www.bridgewayomni.com 35

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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 period ended December 31, 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 Period Ending 12/31/13
Omni Small-Cap Value*	0.60%	$167,901
Omni Tax-Managed Small-Cap Value*	0.60%	161,206

*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, $384,005, and 167,901, which expire on June 30, 2015, June 30, 2016, and June 30, 2017, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $85,793, $243,003, $328,970, and 161,206, which expire June 30, 2014, June 30, 2015, June 30, 2016, and June 30, 2017, 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 period ended December 31, 2013 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales
Omni Small-Cap Value		$11,573,526		$5,998,401
Omni Tax-Managed Small-Cap Value		8,499,282		7,309,570

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 period ended December 31, 2013, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $38,618 and $40,003, respectively.

  36 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

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.

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.

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 period ended December 31, 2013 were as follows:

	Purchases			Sales
	U.S. Government	Other		U.S. Government	Other
Omni Small-Cap Value	$    -		$99,670,858	$    -		$83,348,192
Omni Tax-Managed Small-Cap Value	-		93,464,796	-		64,384,789

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 December 31, 2013, were as follows:

	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
Gross appreciation (excess of value over tax cost)		$  90,313,722			$  92,047,928
Gross depreciation (excess of tax cost over value)		(2,578,533	)		(2,668,074	)
Net unrealized appreciation (depreciation)		$  87,735,189			$  89,379,854
Cost of investments for income tax purposes		$250,890,641			$262,123,561

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.

  www.bridgewayomni.com 37

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

The tax character of the distributions paid by the Funds during the fiscal year or period ended June 30, 2013 and 2012, 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

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.

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.

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 18, 2014. 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.

  38 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2013 (Unaudited)

For the period ended December 31, 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	1.43%	$1,145,000	27	$1,212	$2,413,000
Omni Tax-Managed Small-Cap Value	1.43%	897,231	13	457	1,171,000

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 December 31, 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.

  www.bridgewayomni.com 39

OTHER INFORMATION

December 31, 2013 (unaudited)

1. 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.

2. 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.

  40 Semi-Annual Report  |  December 31, 2013 (Unaudited)  

DISCLOSURE OF FUND EXPENSES

December 31, 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 July 1, 2013 and held until December 31, 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 7/1/13	Ending Account Value at 12/31/13	Expense Ratio		Expenses Paid During Period* 7/1/13 - 12/31/13
Bridgeway Omni Small-Cap Value
Actual Fund Return	$1,000.00	$1,220.90		0.60%	$3.36
Hypothetical Fund Return	$1,000.00	$1,022.18		0.60%	$3.06
Bridgeway Omni Tax-Managed Small-Cap Value
Actual Fund Return	$1,000.00	$1,216.50		0.60%	$3.35
Hypothetical Fund Return	$1,000.00	$1,022.18		0.60%	$3.06

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

  www.bridgewayomni.com 41

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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.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 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) Not applicable.

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

(a)(3) Not applicable.

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

SIGNATURES

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

(Registrant)                           Bridgeway Funds, Inc.

By (Signature and Title)*	/s/ Michael D. Mulcahy
	Michael D. Mulcahy, President and Principal Executive Officer
	(principal executive officer)

Date   March 7, 2014

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   March 7, 2014

By (Signature and Title)*	/s/ Linda G. Giuffré
	Linda G. Giuffré, Treasurer and Principal Financial Officer
	(principal financial officer)

Date   March 7, 2014

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