Bridgeway Funds NCSRS 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, 2014 through December 31, 2014

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.

LOGO


		A no-load mutual fund family of domestic funds

		Semi-Annual Report December 31, 2014 (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

LOGO


		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			42
		SMALL-CAP GROWTH FUND
		Manager’s Commentary			50
		Schedule of Investments			53
		SMALL-CAP VALUE FUND
		Manager’s Commentary			56
		Schedule of Investments			59
		LARGE-CAP GROWTH FUND
		Manager’s Commentary			62
		Schedule of Investments			65
		BLUE CHIP 35 INDEX FUND
		Manager’s Commentary			68
		Schedule of Investments			72
		MANAGED VOLATILITY FUND
		Manager’s Commentary			74
		Schedule of Investments			78
		Schedule of Options Written			82

		STATEMENTS OF ASSETS AND LIABILITIES			87

		STATEMENTS OF OPERATIONS			89

		STATEMENTS OF CHANGES IN NET ASSETS			91

		FINANCIAL HIGHLIGHTS			95

		Notes to Financial Statements			104

		Other Information			117

		Disclosure of Fund Expenses			118




*Bridgeway Funds Standardized Returns as of December 31, 2014 (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		6.55%		4.99%		14.99%		16.00%		5.86%		13.95%		8/5/1994		1.01%			1.01%
Ultra-Small Company		5.05%		-3.49%		-0.56%		15.25%		7.08%		15.81%		8/5/1994		1.13%			1.13%
Ultra-Small Co Market		8.64%		1.86%		4.61%		16.83%		6.18%		11.45%		7/31/1997		0.83%			0.83%
Small-Cap Momentum		7.43%		-1.16%		-0.94%		NA		NA		14.01%		5/28/2010		3.13%	¹		0.95%	¹
Small-Cap Growth		6.07%		2.21%		6.13%		14.22%		5.34%		6.06%		10/31/2003		1.07%	¹		0.94%	¹
Small-Cap Value		7.66%		-2.10%		0.79%		14.95%		7.12%		8.14%		10/31/2003		1.06%	¹		1.03%	¹
Large-Cap Growth		8.62%		10.80%		18.66%		16.31%		8.05%		8.13%		10/31/2003		0.87%	¹		0.84%	¹
Blue Chip 35 Index		3.15%		5.05%		11.51%		14.05%		7.16%		6.70%		7/31/1997		0.25%	¹		0.15%	¹
Managed Volatility		1.21%		0.63%		5.95%		5.78%		3.85%		4.20%		6/30/2001		1.15%	¹		0.95%	¹

Bridgeway Funds Returns for Calendar Years 2001 through 2014* (Unaudited)



	2001	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013	2014
Aggressive Investors 1	-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%	14.99%
Ultra-Small Company	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%	-0.56%
Ultra-Small Co Market	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%	4.61%
Small-Cap Momentum											-0.92%	14.18%	37.07%	-0.94%
Small-Cap Growth				11.59%	18.24%	5.31%	6.87%	-43.48%	15.04%	11.77%	-0.63%	11.05%	48.52%	6.13%
Small-Cap Value				17.33%	18.92%	12.77%	6.93%	-45.57%	26.98%	16.55%	1.05%	20.99%	39.72%	0.79%
Large-Cap Growth				6.77%	9.33%	4.99%	19.01%	-45.42%	36.66%	13.34%	-0.71%	16.21%	37.19%	18.66%
Blue Chip 35 Index	-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%	11.51%
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%	5.95%

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.

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.

Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2014.

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

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

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


i		www.bridgeway.com


LETTER FROM THE INVESTMENT MANAGEMENT TEAM

December 31, 2014

Dear Fellow Shareholders,

Performance across all segments of the domestic equity market was positive for the December quarter and for the year, with no clear dominance of value or growth for the quarter or year. Market highlights appear on page 2. 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 Director of Research, Andrew L. Berkin co-wrote a book entitled The Incredible Shrinking Alpha: And What You Can Do to Escape Its Clutches. See page 2 for a sneak peek of this insightful read for novice and experienced investors.

Academics and industry practitioners like us are continually studying how the stock market works and what factors drive the risk and returns of stocks. Bridgeway’s President and Chief Operating Officer, Mike Mulcahy, kicks off a series on page 3 on how Bridgeway uses factors to construct portfolios.

We have always thought a fair question to ask of any money manager is, “How do you invest your money?” On page 4 Bridgeway’s founder and Chief Investment Officer, John Montgomery, publishes his target asset allocation plan. A note of caution: each investor’s situation is different; we advise against just following John’s plan. Read on to learn more about his long-term view on asset allocation.

One of the strongest parts of our culture is a commitment to community and world change. On page 5, Dick Cancelmo shares his experience as long-time supporter and advisory board member for Washington and Lee University’s Shepherd Poverty Program.

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

Sincerely,

Your Investment Management Team




John Montgomery	Christine L. Wang	Michael Whipple


Elena Khoziaeva	Dick Cancelmo


1		Semi-Annual Report \| December 31, 2014 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

LOGO

Market Review

Domestic equity markets rose in the fourth quarter of 2014 and for the calendar year. The quarter ended with the S&P 500 up 4.93% and the Dow up 5.20%. For the year, the S&P and Dow were up 13.69% and 10.04%, respectively.

Returns across U.S. equity style boxes, as defined by Morningstar, were strong for the quarter. Large-cap core stocks led the way, up 8.89%, while large-cap value stocks lagged, relatively speaking, up 2.92%. Both growth and value performed well for the quarter, and investors favored small-cap stocks over large-cap stocks.

Sector performance for the S&P 500 Index was mixed in the fourth quarter. Utilities led the way, gaining more than 13%, followed by Consumer Discretionary and Consumer Staples, up more than 8% each. Laggards for the quarter were Materials, down nearly 2%, Telecommunication Services, down more than 4%, and Energy, down 11%; they were the only sectors with negative returns.

Following are the stock market style box returns from Morningstar for the quarter and year.

LOGO

A New Book from a Member of the Bridgeway Team

At Bridgeway, we want our shareholders to understand and embrace the logic, data and evidence behind our investment philosophy and process. So we’re excited to announce the publication of a new book co-written by Andrew Berkin, Bridgeway Capital Management’s Director of Research.

The Incredible Shrinking Alpha: And What You Can Do to Escape Its Clutches was authored by Andrew and Larry Swedroe, a prolific writer and long-time champion of evidence-based investing. Together, Larry and Andy examined a fascinating phenomenon: While it has always been difficult for investors to consistently beat the market, that task has become even harder in recent years. Using a data centered approach, the book lays out a compelling explanation for why those odds are shrinking and offers a number of strategies to improve investment results.

In simplest terms, much of what investors used to think was alpha – the ability to achieve superior risk-adjusted returns over an appropriate benchmark – can now be attributed to the inherent risk/reward profile of certain groups of investments. These characteristics are known as factors (which you can read more about in “What is a Factor?” on page 3). Academics and researchers, armed with better data and more powerful computing, are continually uncovering new factors and deepening our understanding of established ones. The book describes how this evidence is increasingly explaining more and more aspects of investment performance. There’s even research showing how Warren Buffet’s legendary investment success can be attributed, in part, to his tendency to invest in stocks that gave him exposure to specific factors, some of which had yet to be “discovered” by academics.

So while the book argues that there’s little chance of an investor beating the market through individual stock picking, it offers a roadmap for a successful approach: Decide which risks (and how much of each) you’re willing to take, diversify those risks, invest in factor- or evidence-based funds, and keep your costs low. The good news is that as a Bridgeway investor, you’re


www.bridgeway.com		2

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

LOGO

already at least partially aligned with this investment approach. But reading this book may strengthen your commitment to following a low-cost, long-term, evidence-based approach. The Incredible Shrinking Alpha is available now, in print and ebook form, from Amazon.com.

What is a Factor?

Multiple studies have found that, as a whole, investment managers who pick individual stocks and attempt to time the market’s moves underperform a passive or indexed buy-and-hold strategy over long periods of time. For example, during the five years through mid-2014, 70% of actively managed mutual funds — across all capitalization and style categories — failed to beat their benchmarksⁱ. Many papers have found similar results over longer periods; a study published by Bridgeway’s Director of Research, Andrew Berkin, with co-authors Robert Arnott and Jia Yeⁱⁱ, revealed comparable findings for before- and after-tax returns over 10, 15 and 20-year horizons.

Our Chief Investment Officer, John Montgomery, likes to say that looking at individual stocks is mildly entertaining but ultimately irrelevant to long-term investment success. So, how does Bridgeway construct portfolios? What gets us excited is research across a broad spectrum of stocks over a long period of time.

We call this approach statistically-driven, evidence-based investing. We study robust academic research that looks at which characteristics drive the returns of groups of stocks, and we test the risk/return characteristics of these groups across different market conditions and business cycles. Academics call these characteristics “factors,” and because factors are an essential part of Bridgeway’s investment strategies, we want to help you understand them better.

Academics and industry practitioners like us are continually studying how the stock market works and what factors drive the risk and returns of stocks. Over the years, researchers have focused on certain investment categories that appear to offer better risk-adjusted returns. You might be familiar with some of these, such as small companies vs. large, value vs. growth, momentum, quality, and so on. After intense research, peer review and debate, some of these factors have withstood the scrutiny and have become well accepted investment concepts. Others have failed to prove themselves robust enough, or have lost explanatory value over time.

In other words, researchers are continually using math and statistics combined with investment theory to explain what factors systematically drive stock market risk and return. Thanks to this work, investors now know several factors that are worth pursuing in an investment strategy. No single factor explains all the market’s returns. Each works at different times, but none work all the time. Some share similar return characteristics; others are quite different. Some are persistent, while others appear to have faded. But the good news is that investors can use persistent factors to develop investment strategies that achieve targeted risk/return objectives while keeping emotion — public enemy #1 for professional and amateur investors — out of day-to-day decisions.

That said, while there’s broad agreement on which factors drive long-term returns, not every investment manager follows the same approach when applying factors to an investment strategy. In fact, there are many ways to gain exposure to these factors in a portfolio. For example, value is one of the most commonly accepted factors in the investment world, but not everyone measures value in the same way. Some fund managers use a simple price-to-book ratio to examine a stock’s value, while others (like us) rely on multiple price ratios.

Because there is considerable care and expertise required when translating factors into investment products, we at Bridgeway spend a lot of our time and energy evaluating individual factors, defining ways to measure them, and analyzing how they work in correlation with each other to design our portfolios. Our belief in factors as the building blocks of our investment process allows us to create portfolios that are grounded in years of academic research, yet nimble enough to incorporate, where appropriate, the latest in factor research to benefit our clients.

Over the next several shareholder letters we will dig deeper into factors. Our goal is to help you understand more about these important drivers of risk and return, and how we use them to construct our Fund portfolios. We hope you enjoy this look into the science and expertise behind the Bridgeway Funds.


3		Semi-Annual Report \| December 31, 2014 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

LOGO

How I Invest My Money

by John Montgomery, Founder and Chief Investment Officer

I think a fair question for investors to ask the person managing their funds is, “How do you invest your money?”

As Chief Investment Officer of Bridgeway, I’m happy to answer. And since I haven’t shared my target asset allocation with you in a while, I thought I’d give you an update in this semi-annual report. If you’ve followed my writing in the past, you won’t be surprised to hear that my target allocation hasn’t changed much over time. Compared to others, I have a very long-term, very static view of asset allocation.

Bear in mind, everybody’s situation is different in terms of goals, risk tolerance, emergency fund cushion, and especially time horizons. I am not recommending that you follow my target allocation, because your situation is undoubtedly different than mine. I share it with you simply to show my thought process and also by way of disclosure.

Personally, I have a high threshold for pain in a market downturn. I don’t usually look at my account statements beyond updating them in Quicken often enough to ensure accuracy and tax lots and disclosure reporting. My rule of thumb — both professionally and personally — is, “If it doesn’t make a difference in a decision you make, don’t look.”

I realize this is hardly classical wisdom, but I see two big problems with watching one’s investments too closely. First, investors tend to become more nervous, especially in a downturn, which causes unnecessary stress — and studies show that stress causes investors to make costly changes to their investment mix. Second, investors tend to chase “hot” returns, buying more of an investment after a big run-up and selling after a downturn. That’s a formula for financial disaster.

So what’s the antidote to obsessing about returns? Here’s my philosophy:

a) Structure an asset allocation plan that matches your goals, investing time horizon and risk tolerance. Generally, this means diversified, short-term income investments for near-term needs and more stocks for long-term needs.

b) Write it down.

c) Implement it.

d) Rebalance it about once a year, or as lifestyle changes occur.

Increasingly, I support hiring an investment advisor to help you implement this strategy — but only one who charges reasonable fees, does tax-lot level reporting, practices regular rebalancing and takes advantage of donating appreciated tax lots. Above all, you need an advisor who understands the dynamics of the behavior gap and has a strong record of helping clients avoid chasing hot returns and panicking in downturns.

Now, some disclosure before we get to my allocation:

1. I am 59 years old, and my three children are all financially independent adults. My wife and I pay our living expenses out of the income we receive from our respective workplaces, so my investments are essentially all long-term focused and earmarked for our retirement years. For near-term obligations (especially an emergency fund), I have historically used short-term bonds (including inflation-protected bonds) and a small amount of savings in a money market fund. Currently, I use the Bridgeway Managed Volatility Fund for short-term obligations since it has a fixed income component.

2. At any given time my actual allocation will vary somewhat from the targets below, due to periodic cash flow and tax management considerations. Generally, I try to keep it in balance over time. Since I am in the income producing phase of life, I typically am able to rebalance by investing new money into the area of my allocation that has underperformed the most. I will also trim what has done really well, if necessary, to stay close to my targets below.

3. I use Bridgeway-managed portfolios for 100% of my stock market investing needs. No portfolio manager at Bridgeway is permitted to buy domestic equities directly; we “eat our own cooking.”


www.bridgeway.com		4

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

LOGO

4. This table does not include my substantial, majority ownership in Bridgeway Capital Management, since I plan to retire off of my personal investments as detailed below. The substantial allocation of Bridgeway Funds through my Bridgeway Capital Management ownership can be found in the Statement of Additional Information on our website.

5. In addition to my mutual fund allocation, at one point, I invested less than 10% of my investments with a family member in a diversifying venture. Currently, I have no investments outside my mutual fund allocation (my brother sold his business), but I could do this again in the future.

6. The following table depicts my personal targeted Fund allocation, but does not show or explain how the Bridgeway managers (including me) manage money within each Fund.

Whew! Here’s my long-term target allocation:


Fund	Allocation
Bridgeway Aggressive Investors 1 Fund		50.0	%
Bridgeway Ultra-Small Company Fund		38.4	%
Bridgeway Managed Volatility Fund		8.0	%
Bridgeway Small-Cap Momentum Fund		0.4	%
Bridgeway Blue Chip 35 Index Fund		0.4	%
Bridgeway Large-Cap Growth Fund		0.4	%
American Beacon/Bridgeway Large-Cap Value Fund		0.4	%
Bridgeway Small-Cap Growth Fund		0.4	%
Bridgeway Small-Cap Value Fund		0.4	%
Bridgeway Omni Small-Cap Value Fund		0.4	%
Bridgeway Omni Tax-Managed Small-Cap Value Fund		0.4	%
Bridgeway Ultra-Small Company Market Fund		0.4	%
Total		100.0	%

Transformative Change: Preparing Tomorrow’s Leaders to Fight Poverty

by Dick Cancelmo, Trading and Portfolio Management

The Shepherd Poverty Program began in 1997 at my alma mater, Washington and Lee University, to address a glaring need: The study of poverty was woefully lacking, or even non-existent, at the undergraduate level.

Faculty and administration at Washington and Lee came together, developed a plan and secured funding from Tom and Nancy Shepherd to launch the innovative program. Students participate in rigorous classroom study of poverty, along with focused summer internships at non-profits in their area of study. This combination enriches the education of students in a wide variety of majors with many different career paths. The intent is to prepare students for a lifetime of professional, civic and political activity to help diminish poverty.

Bridgeway first learned about the Shepherd Program in the early 2000s. We studied the program carefully, as we do with any potential charitable commitment. We liked what we saw and decided to make a donation. What we didn’t know then is how this program would impact two of our partners — myself and Michele Camp — over time. And more importantly, we didn’t know just how much it would affect students, non-profits, businesses and the disadvantaged across the country.

Shortly after our initial donation, I joined the advisory board for Washington and Lee’s Shepherd Poverty Program. As we got closer to the program, we concluded that we wanted to see it expand around the country, particularly here in Houston. This idea was not new to program founder Harlan Beckley. He had a vision of thousands of graduates entering the work force every year with the knowledge and experience to help reduce poverty and make a real impact on the lives of others. He helped us explore ways we could get more involved, which led to Bridgeway giving the initial funds to start poverty programs at Rice and Baylor Universities. Michele Camp had heard me talking about the program and thought it would be a great fit for her alma mater, Furman University. So we gave the funds to start a program there, too, and Michele is now co-chair of the advisory board for Furman’s program.


5		Semi-Annual Report \| December 31, 2014 (Unaudited)


LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Given the enormous problem of global poverty, others in academia continued to ponder why their institutions lacked a formal poverty studies program. Again, this gap was not lost on Harlan Beckley, who continued his mission to grow poverty studies by creating The Shepherd Higher Education Consortium on Poverty in 2011. I joined the effort as one of the founding directors, and the consortium now unites nearly 25 colleges for collaborative work in this important area of study for our leaders of tomorrow.

Michele and I have learned a great deal over the years through our collaboration with the Shepherd Poverty Program, but the most powerful insights come directly from the students sharing their stories of transformational change. We hear about their internships in far-ranging places such as an emergency room in New York City, a Boys and Girls Club in a poor, rural town in the Mississippi Delta, a mission at the Navajo Nation Reservation in Arizona, or in a public defenders office in Atlanta.

These stories often bring tears to your eyes because they are about real people living extremely difficult lives in poverty. But those tears are partially inspired by how deeply these students care about alleviating those challenges, and from the realization that they now have the education and experience to tackle this problem through their personal and professional lives. They offer hope.

http://shepherdconsortium.org/

ⁱ S&P Dow Jones Indices SPIVA U.S. Scorecard, Mid-Year 2014.

ⁱⁱ Arnott, Robert D., Berkin, Andrew L., & Ye, Jia. “How Well Have Taxable Investors Been Served in the 1980s and 1990s?” The Journal of Portfolio Management. Summer (2000): 84-93.


www.bridgeway.com		6


Aggressive Investors 1 Fund
MANAGER’S COMMENTARY
(Unaudited)

December 31, 2014

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 6.55%, outperforming our primary market benchmark, the S&P 500 Index (+4.93%), and our peer benchmark, the Lipper Capital Appreciation Funds Index (+3.86%). The Fund lagged the smaller-cap Russell 2000 Index (+9.73%) in a small-cap dominated market. It was a good quarter on an absolute basis, but a mixed quarter on a relative basis; we are generally pleased with the results.

For the six-month “semi-annual” period ending December 31, 2014, our Fund returned 4.99%, underperforming our primary market benchmark, the S&P 500 Index (+6.12%), and outperforming our peer benchmark, the Lipper Capital Appreciation Funds Index (+3.49%), and the Russell 2000 Index (+1.65%).

For the calendar year, our Fund returned 14.99%, outperforming our primary market benchmark, the S&P 500 Index (+13.69%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+9.81%), and the Russell 2000 Index (+4.89%).

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, 2014
							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (8/5/94)

Aggressive Investors 1 Fund		6.55%		4.99%		14.99%		16.00%		5.86%		6.37%	13.95%
S&P 500 Index		4.93%		6.12%		13.69%		15.45%		7.67%		4.24%	9.72%
Russell 2000 Index		9.73%		1.65%		4.89%		15.55%		7.77%		7.38%	9.60%
Lipper Capital Appreciation Funds Index		3.86%		3.49%		9.81%		13.23%		8.02%		3.83%	8.69%

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

The 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, 2014, Aggressive Investors 1 Fund ranked 17th of 270 capital appreciation funds for the twelve months ending December 31, 2014, 59th of 233 over the last five years, 126th of 163 over the last ten years, and 2nd of 48 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, 2014 (Unaudited)


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

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

from Inception 8/5/94 to 12/31/14

LOGO

Detailed Explanation of Quarterly Performance

In a quarter when small-cap stocks outperformed large-cap stocks, our Fund’s “all-cap” design was a primary factor impacting the relative performance versus its larger primary benchmark, the S&P 500 Index. Our momentum and value category of models performed strongly this quarter.

The Fund’s sector allocation, which is an outcome of statistical analysis of company-level fundamentals and not any macroeconomic or sector view, detracted slightly from our relative returns. However, strong stock selection across several sectors more than offset the negative effect of the Fund’s sector allocation versus our primary benchmark. The Fund was overweighted in the Materials sector, which was a poor performing sector. Overweighting in the Industrials sector, airline company stocks in particular, contributed positively to the Fund’s relative performance.

Detailed Explanation of Calendar Year Performance

For the calendar year, we outperformed all of our benchmarks. Positive momentum among larger companies was rewarded this year and contributed positively to our Fund’s performance. Our price momentum and company financial health categories of models, accounting for approximately 70% of the Fund’s assets, contributed to the Fund’s absolute and relative returns. Our current positioning, favoring smaller size companies relative to our primary market benchmark, slightly helped the Fund’s annual performance.

With the exception of the Energy and Financial sectors, the Fund’s holdings generally performed well. In a year when the Energy sector did not perform well, the lower energy prices benefited the airline industry. Our airline holdings added more than 4% to both the total absolute and relative annual returns of the Fund.


www.bridgeway.com		8


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

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Southwest Airlines Co.	Airlines		3.1	%
2	United Continental Holdings, Inc.	Airlines		2.7	%
3	Skyworks Solutions, Inc.	Semiconductors & Semiconductor Equipment		2.5	%
4	Level 3 Communications, Inc.	Diversified Telecommunication Services		2.2	%
5	Micron Technology, Inc.	Semiconductors & Semiconductor Equipment		2.1	%
6	Actavis PLC	Pharmaceuticals		2.0	%
7	Hawaiian Holdings, Inc.	Airlines		1.9	%
8	Delta Air Lines, Inc.	Airlines		1.9	%
9	United Rentals, Inc.	Trading Companies & Distributors		1.5	%
10	Gap, Inc. (The)	Specialty Retail		1.4	%
	Total			21.3	%

Industry Sector Representation as of December 31, 2014


	% of Net Assets			% of S&P 500 Index			Difference
Consumer Discretionary		12.9	%		12.1	%	0.8%
Consumer Staples		6.1	%		9.8	%	-3.7%
Energy		8.1	%		8.4	%	-0.3%
Financials		15.4	%		16.7	%	-1.3%
Health Care		6.9	%		14.2	%	-7.3%
Industrials		18.1	%		10.4	%	7.7%
Information Technology		17.2	%		19.7	%	-2.5%
Materials		9.4	%		3.2	%	6.2%
Telecommunication Services		3.1	%		2.3	%	0.8%
Utilities		2.3	%		3.2	%	-0.9%
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, 2014, 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, 2014 (Unaudited)


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

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


Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

COMMON STOCKS - 99.56%
Airlines - 9.65%
Delta Air Lines, Inc.		101,300	$	4,982,947
Hawaiian Holdings, Inc.*+		192,100		5,004,205
Southwest Airlines Co.		196,300		8,307,416
United Continental Holdings, Inc.*		108,200		7,237,498

				25,532,066

Auto Components - 2.15%
Delphi Automotive PLC		40,100		2,916,072
Magna International, Inc.		25,400		2,760,726

				5,676,798

Automobiles - 0.90%
Tata Motors, Ltd., ADR		56,400		2,384,592

Beverages - 2.04%
Constellation Brands, Inc., Class A*		28,100		2,758,577
Dr. Pepper Snapple Group, Inc.		36,700		2,630,656

				5,389,233

Building Products - 0.56%
Universal Forest Products, Inc.		28,000		1,489,600

Capital Markets - 2.15%
Affiliated Managers Group, Inc.*		13,000		2,759,120
Morgan Stanley		75,500		2,929,400

				5,688,520

Chemicals - 2.35%
Celanese Corp., Class A		43,000		2,578,280
Dow Chemical Co. (The)		53,000		2,417,330
LyondellBasell Industries NV, Class A		15,500		1,230,545

				6,226,155

Commercial Banks - 2.98%
CIT Group, Inc.		54,200		2,592,386
PNC Financial Services Group, Inc. (The)		30,600		2,791,638
Royal Bank of Canada		36,200		2,500,334

				7,884,358

Commercial Services & Supplies - 1.01%
ACCO Brands Corp.*		296,800		2,674,168

Computers & Peripherals - 5.99%
Apple, Inc.		33,600		3,708,768
Hewlett-Packard Co.		75,700		3,037,841


Industry Company	Shares		Value

Computers & Peripherals (continued)
Seagate Technology PLC		38,500	$	2,560,250
Super Micro Computer, Inc.*		103,300		3,603,104
Western Digital Corp.		26,500		2,933,550

				15,843,513

Consumer Finance - 2.64%
Capital One Financial Corp.		31,500		2,600,325
Navient Corp.		96,000		2,074,560
SLM Corp.		96,000		978,240
World Acceptance Corp.*+		16,600		1,318,870

				6,971,995

Containers & Packaging - 3.37%
Ball Corp.		49,700		3,388,049
Crown Holdings, Inc.*		54,800		2,789,320
Packaging Corp. of America		35,100		2,739,555

				8,916,924

Distributors - 0.54%
Core-Mark Holding Co., Inc.		23,000		1,424,390

Diversified Financial Services - 1.18%
Voya Financial, Inc.		73,900		3,131,882

Diversified Telecommunication Services - 3.13%
Level 3 Communications, Inc.*		116,008		5,728,475
Verizon Communications, Inc.		54,500		2,549,510

				8,277,985

Electronic Equipment, Instruments & Components - 0.89%
Plexus Corp.*		56,900		2,344,849

Energy Equipment & Services - 2.60%
Halliburton Co.		40,700		1,600,731
Matrix Service Co.*		56,000		1,249,920
Noble Corp. PLC		89,700		1,486,329
Seadrill, Ltd.+		213,500		2,549,190

				6,886,170

Food & Staples Retailing - 3.09%
Kroger Co. (The)		43,300		2,780,293
Pantry, Inc. (The)*		72,600		2,690,556
Rite Aid Corp.*		360,300		2,709,456

				8,180,305

Food Products - 1.02%
Pilgrim’s Pride Corp.*+		82,400		2,701,896

Gas Utilities - 0.76%
ONEOK, Inc.		40,500		2,016,495


11		Semi-Annual Report \| December 31, 2014 (Unaudited)


Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Health Care Equipment & Supplies - 2.39%
C.R. Bard, Inc.		17,000	$	2,832,540
Edwards Lifesciences Corp.*		27,500		3,502,950

				6,335,490

Health Care Providers & Services - 2.51%
HCA Holdings, Inc.*		40,100		2,942,939
Triple-S Management Corp., Class B*		44,300		1,059,213
Universal Health Services, Inc., Class B		23,600		2,625,736

				6,627,888

Hotels, Restaurants & Leisure - 2.40%
Marriott International, Inc., Class A		39,900		3,113,397
Royal Caribbean Cruises, Ltd.		39,400		3,247,742

				6,361,139

Household Durables - 1.16%
NVR, Inc.*		2,400		3,060,792

Insurance - 4.22%
Aflac, Inc.		43,000		2,626,870
Allstate Corp. (The)		35,000		2,458,750
Employers Holdings, Inc.		63,800		1,499,938
Genworth Financial, Inc., Class A*		143,600		1,220,600
Infinity Property & Casualty Corp.		5,260		406,388
Maiden Holdings, Ltd.		113,200		1,447,828
Navigators Group, Inc. (The)*		20,400		1,496,136

				11,156,510

Internet Software & Services - 1.01%
Facebook, Inc., Class A*		34,300		2,676,086

IT Services - 2.04%
Computer Sciences Corp.		44,300		2,793,115
Paychex, Inc.		56,600		2,613,222

				5,406,337

Machinery - 2.37%
Briggs & Stratton Corp.		121,000		2,470,820
Greenbrier Companies., Inc. (The)+		39,500		2,122,335
Trinity Industries, Inc.		60,000		1,680,600

				6,273,755


Industry Company	Shares		Value

Marine - 1.00%
Matson, Inc.		76,800	$	2,651,136

Metals & Mining - 2.64%
Alcoa, Inc.		161,800		2,554,822
Century Aluminum Co.*		116,900		2,852,360
United States Steel Corp.		59,400		1,588,356

				6,995,538

Multi-Utilities - 2.27%
Consolidated Edison, Inc.		45,200		2,983,652
Public Service Enterprise Group, Inc.		73,000		3,022,930

				6,006,582

Oil, Gas & Consumable Fuels - 4.75%
Green Plains, Inc.		87,900		2,178,162
Marathon Petroleum Corp.		29,000		2,617,540
Targa Resources Corp.		22,000		2,333,100
Tesoro Corp.		35,900		2,669,165
Valero Energy Corp.		55,900		2,767,050

				12,565,017

Paper & Forest Products - 1.05%
International Paper Co.		51,900		2,780,802

Pharmaceuticals - 1.98%
Actavis PLC*		20,300		5,225,423

Real Estate Investment Trusts (REITs) - 1.04%
FelCor Lodging Trust, Inc.		253,600		2,743,952

Real Estate Management & Development - 1.16%
Jones Lang Lasalle, Inc.		20,500		3,073,565

Road & Rail - 1.13%
Avis Budget Group, Inc.*		45,000		2,984,850

Semiconductors & Semiconductor Equipment - 6.29%
Amkor Technology, Inc.*		244,200		1,733,820
Lam Research Corp.		33,000		2,618,220
Micron Technology, Inc.*		162,400		5,685,624
Skyworks Solutions, Inc.		90,800		6,602,068

				16,639,732

Software - 0.97%
salesforce.com, inc.*		43,200		2,562,192

Specialty Retail - 4.74%
CarMax, Inc.*		46,900		3,122,602
Gap, Inc. (The)		89,000		3,747,790
PetSmart, Inc.		35,000		2,845,325


www.bridgeway.com		12


Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company		Shares	Value

Common Stocks (continued)
Specialty Retail (continued)
Select Comfort Corp.*		104,000	$	2,811,120

				12,526,837

Textiles, Apparel & Luxury Goods - 1.01%
Skechers U.S.A., Inc., Class A*		48,200		2,663,050

Trading Companies & Distributors - 2.43%
Rush Enterprises, Inc., Class A*		75,700		2,426,185
United Rentals, Inc.*		38,700		3,947,787
Veritiv Corp.*		992		51,455

				6,425,427

TOTAL COMMON STOCKS - 99.56%				263,383,994

(Cost $215,549,812)

		Number of Contracts	Value
CALL OPTIONS PURCHASED – 0.03%
Alaska Air Group, Inc.
Expiring January, 2015 at $57.50		230		71,300

TOTAL CALL OPTIONS PURCHASED - 0.03%				71,300

(Cost $43,631)

	Rate^	Shares	Value
MONEY MARKET FUND – 0.02%
Dreyfus Cash Management Fund	0.03%	58,512		58,512

TOTAL MONEY MARKET FUND - 0.02%				58,512

(Cost $58,512)

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 4.10%
Dreyfus Cash Management Fund**	0.03%	10,840,059		10,840,059

TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 4.10%				10,840,059

(Cost $10,840,059)


	Value

TOTAL INVESTMENTS - 103.71%	$	274,353,865

(Cost $226,492,014)
Liabilities in Excess of Other Assets - (3.71%)		(9,820,362	)

NET ASSETS - 100.00%	$	264,533,503

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

^	Rate disclosed as of December 31, 2014.

+	This security or a portion of the security is out on loan as of December 31, 2014. Total loaned securities had a value of $8,534,097 as of December 31, 2014.

ADR - American Depositary Receipt

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2014

(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	$	263,383,994	$	—	$	—	$	263,383,994
Call Options Purchased		71,300		—		—		71,300
Money Market Fund		—		58,512		—		58,512
Investments Purchased with Cash Proceeds from Securities Lending		—		10,840,059		—		10,840,059

TOTAL	$	263,455,294	$	10,898,571	$	—	$	274,353,865

See Notes to Financial Statements.


13		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

December 31, 2014

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 5.05%, underperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+5.54%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+7.58%), the Russell 2000 Index (+9.73%) and the Russell Microcap Index (+11.19%). It was a poor quarter on a relative basis.

For the six-month “semi-annual” period ending December 31, 2014, our Fund declined 3.49%, underperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (-0.83%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (-0.14%), the Russell 2000 Index (+1.65%) and the Russell Microcap Index (+2.06%).

For the 2014 calendar year, our Fund declined 0.56%, underperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+2.86%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (-0.17%), the Russell 2000 Index (+4.89%) and the Russell Microcap Index (+3.65%).

Standardized Returns as of December 31, 2014


										Annualized
	Quarter			6 Months			1 Year			5 Years			10 Years			15 Years			Since Inception (8/5/94)

Ultra-Small Company Fund		5.05	%		-3.49	%		-0.56	%		15.25	%		7.08	%		13.55	%		15.81	%
CRSP Cap-Based Portfolio 10 Index		5.54	%		-0.83	%		2.86	%		15.64	%		8.47	%		12.35	%		12.94	%
Russell Microcap Index		11.19	%		2.06	%		3.65	%		16.14	%		5.96	%		N/A			N/A
Russell 2000 Index		9.73	%		1.65	%		4.89	%		15.55	%		7.77	%		7.38	%		9.60	%
Lipper Micro-Cap Stock Funds Index		7.58	%		-0.14	%		-0.17	%		15.19	%		6.84	%		6.97	%		N/A

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 951 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, 2014, Ultra-Small Company Fund ranked 38th of 70 micro-cap funds for the twelve months ending December 31, 2014, 29th of 53 over the last five years, 17th of 36 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 (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 8/5/94 to 12/31/14

LOGO

*	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

Our Fund underperformed the CRSP Cap-Based Portfolio 10 Index for the quarter. Our company financial health and momentum categories of models underperformed versus the benchmark, which hurt our performance.

Underweighting in the Health Care sector and stock selection within the Consumer Discretionary and Health Care sectors detracted the most from our relative performance, while our holdings in Consumer Staples positively contributed to relative performance.


15		Semi-Annual Report \| December 31, 2014 (Unaudited)


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


CRSP Decile¹	Quarter		6 Months		1 Year		5 Years		10 Years		89 Years
1 (ultra-large)		4.16%		5.92%		12.28%		14.80%		7.38%		9.36%
2		5.94%		6.49%		16.00%		17.69%		9.75%		10.65%
3		5.71%		3.81%		10.24%		17.54%		9.34%		11.12%
4		2.37%		-1.28%		7.64%		16.74%		9.94%		11.00%
5		5.21%		-0.18%		5.36%		17.24%		11.02%		11.66%
6		5.20%		-0.86%		4.14%		17.27%		8.86%		11.51%
7		7.48%		0.10%		6.81%		17.49%		9.90%		11.64%
8		8.46%		0.54%		1.73%		17.05%		9.74%		11.69%
9		10.39%		-0.14%		2.07%		15.96%		8.29%		11.63%
10 (ultra-small)		5.54%		-0.83%		2.86%		15.64%		8.47%		13.54%

Performance figures are as of the period ended December 31, 2014. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of 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

For the calendar year, the Fund underperformed the CRSP Cap-Based Portfolio 10 Index, the Fund’s primary benchmark. While the Fund had strong exposure to some of the smallest stocks in the CRSP 10 universe of stocks, higher relative exposure to stocks which have outgrown the CRSP 10 size cutoff — ones that we don’t sell immediately — contributed to underperformance. Additionally, ultra-small stocks with highest liquidity hurt the Fund’s relative returns for the year.

Our diversifying models in the value and momentum categories underperformed the benchmark’s return of 2.86%, while company financial health models outperformed.

Holdings within the Consumer Discretionary and Health Care sectors contributed most to the Fund’s underperformance. Additionally, there were some significant laggards in the Information Technology and Materials sectors.

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	United Insurance Holdings Corp.	Insurance		3.0	%
2	Addus HomeCare Corp.	Health Care Providers & Services		2.1	%
3	RadNet, Inc.	Health Care Providers & Services		2.0	%
4	Roundy’s, Inc.	Food & Staples Retailing		1.6	%
5	USA Truck, Inc.	Road & Rail		1.6	%
6	Federated National Holding Co.	Insurance		1.5	%
7	Noranda Aluminum Holding Corp.	Metals & Mining		1.5	%
8	Covenant Transportation Group, Inc., Class A	Road & Rail		1.5	%
9	Christopher & Banks Corp.	Specialty Retail		1.4	%
10	Skullcandy, Inc.	Household Durables		1.4	%
	Total			17.6	%


www.bridgeway.com		16


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

Industry Sector Representation as of December 31, 2014


	% of Net Assets			% of CRSP 10 Index			Difference
Consumer Discretionary		22.2	%		15.6	%	6.6%
Consumer Staples		3.9	%		3.6	%	0.3%
Energy		2.5	%		4.3	%	-1.8%
Financials		19.3	%		22.8	%	-3.5%
Health Care		8.6	%		18.3	%	-9.7%
Industrials		17.9	%		11.4	%	6.5%
Information Technology		20.1	%		18.0	%	2.1%
Materials		3.4	%		3.9	%	-0.5%
Telecommunication Services		0.7	%		1.2	%	-0.5%
Utilities		1.3	%		1.0	%	0.3%
Cash & Other Assets		0.2	%		0.0	%	0.2%
Total		100.0	%		100.0	%

Disclaimer

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, 2014 (Unaudited)


Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

COMMON STOCKS - 99.83%
Aerospace & Defense - 1.28%
Ducommun, Inc.*		52,500	$	1,327,200
LMI Aerospace, Inc.*+		32,600		459,660

				1,786,860

Air Freight & Logistics - 0.37%
Radiant Logistics, Inc.*		122,900		519,867

Auto Components - 2.46%
Jason Industries, Inc.*		80,000		788,000
Shiloh Industries, Inc.*		33,400		525,382
Spartan Motors, Inc.		56,200		295,612
Strattec Security Corp.		22,000		1,816,760

				3,425,754

Beverages - 0.82%
MGP Ingredients, Inc.		72,000		1,141,920

Biotechnology - 0.78%
Biota Pharmaceuticals, Inc.*		65,000		145,600
OXiGENE, Inc.*+		303,000		487,830
Targacept, Inc.*		170,000		447,100

				1,080,530

Building Products - 0.21%
Alpha Pro Tech, Ltd.*+		115,300		296,321

Capital Markets - 1.56%
Calamos Asset Management, Inc., Class A		66,500		885,780
Capitala Finance Corp.+		46,400		829,168
JMP Group, Inc.		32,500		247,650
Pzena Investment Management, Inc., Class A		22,000		208,120

				2,170,718

Chemicals - 0.67%
Chase Corp.		17,400		626,226
Gulf Resources, Inc.*		258,000		299,280

				925,506

Commercial Banks - 6.39%
AmeriServ Financial, Inc.		74,000		232,360
Citizens & Northern Corp.		26,500		547,755
CU Bancorp*+		14,600		316,674
Farmers Capital Bank Corp.*		42,800		996,812
Farmers National Banc Corp.+		19,800		165,330
First Bancorp, Inc.+		12,218		221,024


Industry Company	Shares		Value


Commercial Banks (continued)
Heritage Oaks Bancorp		38,800	$	325,532
Independent Bank Corp., MI		112,400		1,466,820
Metro Bancorp, Inc.*		38,700		1,003,104
Old Line Bancshares, Inc.+		44,400		702,408
Pacific Mercantile Bancorp*		40,000		281,600
Peoples Bancorp, Inc.		21,800		565,274
Royal Bancshares of Pennsylvania, Inc., Class A*		67,100		108,031
Shore Bancshares, Inc.*		17,000		158,100
Suffolk Bancorp		23,900		542,769
Unity Bancorp, Inc.+		15,000		141,600
Yadkin Financial Corp.*		56,900		1,118,085

				8,893,278

Commercial Services & Supplies - 1.40%
ARC Document Solutions, Inc.*		166,600		1,702,652
Courier Corp.		16,000		238,720

				1,941,372

Communications Equipment - 2.11%
EMCORE Corp.*		240,000		1,272,000
Infosonics Corp.*+		217,500		237,075
Tessco Technologies, Inc.		49,100		1,423,900

				2,932,975

Computers & Peripherals - 3.06%
Concurrent Computer Corp.+		172,100		1,220,189
Dot Hill Systems Corp.*+		400,000		1,768,000
Hutchinson Technology, Inc.*		157,500		551,250
Novatel Wireless, Inc.*+		153,900		495,558
Smart Technologies, Inc., Class A*		194,300		229,274

				4,264,271

Construction & Engineering - 1.06%
Goldfield Corp. (The)*+		120,000		291,600
Willdan Group, Inc.*		87,800		1,184,422

				1,476,022

Consumer Finance - 0.61%
Consumer Portfolio Services, Inc.*		115,700		851,552

Distributors - 0.15%
AMCON Distributing Co.		2,700		212,625


www.bridgeway.com		18


Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Diversified Consumer Services - 1.35%
ITT Educational Services, Inc.*+		182,700	$	1,755,747
Lincoln Educational Services Corp.		42,700		120,414

				1,876,161

Diversified Financial Services - 0.30%
Resource America, Inc., Class A		46,300		418,552

Diversified Telecommunication Services - 0.47%
Alaska Communications Systems Group, Inc.*		368,213		659,101

Electrical Equipment - 2.18%
Allied Motion Technologies, Inc.+		61,400		1,454,566
Broadwind Energy, Inc.*		110,300		594,517
Highpower International, Inc.*+		183,200		910,504
Magnetek, Inc.*		1,930		78,454

				3,038,041

Electronic Equipment, Instruments & Components - 3.30%
Agilysys, Inc.*		41,800		526,262
IntriCon Corp.*+		21,500		146,415
Nortech Systems, Inc.*+		28,000		159,040
PCM, Inc.*		33,700		320,824
Perceptron, Inc.		111,700		1,111,415
Planar Systems, Inc.*		183,900		1,539,243
SMTC Corp.*		74,000		131,720
Wayside Technology Group, Inc.		38,200		657,422

				4,592,341

Food & Staples Retailing - 2.66%
Pantry, Inc. (The)*		38,000		1,408,280
Roundy’s, Inc.+		473,600		2,292,224

				3,700,504

Health Care Equipment & Supplies - 0.96%
Dehaier Medical Systems, Ltd.*+		125,000		342,500
Delcath Systems, Inc.*		123,400		149,314
RTI Surgical, Inc.*		161,000		837,200

				1,329,014

Health Care Providers & Services - 6.29%
Addus HomeCare Corp.*		122,900		2,982,783
Alliance HealthCare Services, Inc.*		58,000		1,217,420
Almost Family, Inc.*		41,600		1,204,320
Chembio Diagnostics, Inc.*+		107,500		418,175


Industry Company	Shares		Value


Health Care Providers & Services (continued)
Diversicare Healthcare Services, Inc.		15,000	$	141,750
RadNet, Inc.*		326,400		2,787,456

				8,751,904

Hotels, Restaurants & Leisure - 5.28%
Carrols Restaurant Group, Inc.*		236,200		1,802,206
Famous Dave’s of America, Inc.*+		57,700		1,515,779
Frisch’s Restaurants, Inc.+		5,900		158,120
Good Times Restaurants, Inc.*+		43,000		299,280
Ignite Restaurant Group, Inc.*		82,300		647,701
Isle of Capri Casinos, Inc.*		220,700		1,847,259
Town Sports International Holdings, Inc.		180,000		1,071,000

				7,341,345

Household Durables - 3.19%
Bassett Furniture Industries, Inc.+		41,000		799,910
CSS Industries, Inc.		19,200		530,688
EveryWare Global, Inc.*+		153,000		111,690
Flexsteel Industries, Inc.		23,100		744,975
Hooker Furniture Corp.		16,700		286,739
Skullcandy, Inc.*		213,000		1,957,470

				4,431,472

Independent Power Producers & Energy Traders - 1.26%
Atlantic Power Corp.*+		645,300		1,748,763

Insurance - 6.27%
CNinsure, Inc. - ADR*		162,800		1,079,364
Federated National Holding Co.		85,500		2,065,680
Hallmark Financial Services, Inc.*		99,500		1,202,955
Kingstone Cos., Inc.+		17,400		140,940
Kingsway Financial Services, Inc.*		22,000		123,420
United Insurance Holdings Corp.		187,000		4,104,650

				8,717,009

Internet Software & Services - 2.64%
Autobytel, Inc.*		115,400		1,257,860
BroadVision, Inc.*+		72,749		430,674
TheStreet, Inc.		113,700		270,606
Tucows, Inc., Class A*+		47,000		912,270
United Online, Inc.		24,000		349,200


19		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Internet Software & Services (continued)
Unwired Planet, Inc.*		452,500	$	452,500

				3,673,110

IT Services - 3.41%
CSP, Inc.		16,800		124,320
Edgewater Technology, Inc.*+		38,300		287,442
Hackett Group, Inc. (The)		51,400		451,806
Information Services Group, Inc.*		346,100		1,460,542
Mattersight Corp.*+		74,600		466,250
NCI, Inc., Class A*		85,000		867,850
Newtek Business Services Corp.*+		33,000		487,080
StarTek, Inc.*+		62,100		605,475

				4,750,765

Leisure Equipment & Products - 0.86%
Escalade, Inc.		46,800		706,212
Summer Infant, Inc.*+		152,000		495,520

				1,201,732

Machinery - 3.49%
Accuride Corp.*		304,300		1,320,662
Commercial Vehicle Group, Inc.*		146,800		977,688
Eastern Co. (The)		8,700		149,205
Hurco Companies, Inc.		29,200		995,428
L.S. Starrett Co., Class A (The)		18,200		362,726
Xerium Technologies, Inc.*		66,600		1,050,948

				4,856,657

Marine - 0.14%
Diana Containerships, Inc.		100,000		188,000

Media - 4.29%
A.H. Belo Corp., Class A		105,700		1,097,166
Dex Media, Inc.*+		215,000		1,928,550
McClatchy Co. (The), Class A*		422,700		1,403,364
Radio One, Inc., Class D*+		77,600		129,592
Reading International, Inc., Class A*		106,500		1,412,190

				5,970,862

Metals & Mining - 2.69%
Asanko Gold, Inc.*		143,000		220,220
Noranda Aluminum Holding Corp.		581,400		2,046,528
Olympic Steel, Inc.		30,400		540,512


Industry Company	Shares		Value


Metals & Mining (continued)
Richmont Mines, Inc.*+		230,000	$	729,100
Synalloy Corp.		11,497		202,462

				3,738,822

Multiline Retail - 1.14%
Bon-Ton Stores, Inc. (The)+		180,000		1,333,800
Gordmans Stores, Inc.*+		91,000		248,430

				1,582,230

Oil, Gas & Consumable Fuels - 2.47%
Aemetis, Inc.*+		27,501		159,231
Andatee China Marine Fuel Services Corp.*+		100,000		154,000
Green Brick Partners, Inc.*		49,000		401,800
Midstates Petroleum Co., Inc.*+		543,300		820,383
Pacific Ethanol, Inc.*+		126,000		1,301,580
Warren Resources, Inc.*		375,700		604,877

				3,441,871

Personal Products - 0.47%
Mannatech, Inc.*		13,000		346,450
Synutra International, Inc.*+		50,000		304,000

				650,450

Pharmaceuticals - 0.54%
Heska Corp.*		41,200		746,956

Professional Services - 2.22%
CRA International, Inc.*		23,600		715,552
CTPartners Executive Search, Inc.*		90,000		1,367,100
VSE Corp.		15,200		1,001,680

				3,084,332

Real Estate Investment Trusts (REITs) - 0.23%
Gyrodyne Special Distribution, LLCD		5,100		15,300
Sotherly Hotels, Inc.		40,800		306,000

				321,300

Road & Rail - 4.43%
Covenant Transportation Group, Inc., Class A*		74,700		2,025,117
P.A.M. Transportation Services, Inc.*		37,700		1,954,368
USA Truck, Inc.*		77,000		2,186,800

				6,166,285


www.bridgeway.com		20


Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Semiconductors & Semiconductor Equipment - 4.18%
Actions Semiconductor Co., Ltd. - ADR*		58,000	$	112,520
Alpha & Omega Semiconductor, Ltd.*		50,000		442,500
Cascade Microtech, Inc.*		54,203		791,906
Cohu, Inc.		62,000		737,800
CyberOptics Corp.*		18,600		178,746
inTEST Corp.*+		16,500		70,290
Mattson Technology, Inc.*		350,000		1,190,000
MaxLinear, Inc., Class A*		130,600		967,746
Vitesse Semiconductor Corp.*		351,500		1,328,670

				5,820,178

Software - 1.41%
ePlus, Inc.*		15,700		1,188,333
Evolving Systems, Inc.		23,300		218,321
QAD, Inc., Class A+		24,700		558,714

				1,965,368

Specialty Retail - 3.05%
Build-A-Bear Workshop, Inc.*		35,000		703,500
Christopher & Banks Corp.*		350,200		1,999,642
hhgregg, Inc.*+		204,300		1,546,551

				4,249,693

Textiles, Apparel & Luxury Goods - 0.45%
Joe’s Jeans, Inc.*		378,500		125,359
Superior Uniform Group, Inc.		17,000		499,290

				624,649

Thrifts & Mortgage Finance - 3.91%
Alliance Bancorp, Inc. of Pennsylvania		24,400		435,540
BankFinancial Corp.+		42,700		506,422
Charter Financial Corp.		101,000		1,156,450
Citizens Community Bancorp, Inc.		15,600		141,960
HF Financial Corp.		40,000		558,000
Home Bancorp, Inc.+		35,000		802,900
IMPAC Mortgage Holdings, Inc.*+		40,000		248,000
Laporte Bancorp, Inc.+		7,400		92,426
NASB Financial, Inc.+		21,600		522,720
Riverview Bancorp, Inc.*		70,600		316,288
SI Financial Group, Inc.		21,000		233,940
Simplicity Bancorp, Inc.		15,000		257,250
United Community Bancorp+		14,000		163,100

				5,434,996


Industry Company		Shares	Value


Trading Companies & Distributors - 1.13%
General Finance Corp.*+		66,200	$	652,732
Willis Lease Finance Corp.*		41,900		917,610

				1,570,342

Wireless Telecommunication Services - 0.24%
NTELOS Holdings Corp.		78,800		330,172

TOTAL COMMON STOCKS - 99.83%				138,892,548

(Cost $120,998,528)

DIVIDEND NOTE - 0.01%
Gyrodyne Dividend Notes, 5%D		5,100		8,007

TOTAL DIVIDEND NOTE - 0.01%				8,007

(Cost $ — )

	Rate^	Shares	Value

MONEY MARKET FUND - 0.00%
Dreyfus Cash Management Fund	0.03%	643		643


TOTAL MONEY MARKET FUND - 0.00%				643

(Cost $643)

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 8.13%
Dreyfus Cash Management Fund**	0.03%	11,317,492		11,317,492


TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 8.13%				11,317,492

(Cost $11,317,492)

TOTAL INVESTMENTS - 107.97%				150,218,690

(Cost $132,316,663)
Liabilities in Excess of Other Assets - (7.97%)				(11,082,250	)

NET ASSETS - 100.00%			$	139,136,440

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

^	Rate disclosed as of December 31, 2014.

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, 2014. Total loaned securities had a value of $10,667,365 as of December 31, 2014.

ADR - American Depositary Receipt


21		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Summary of inputs used to value the Fund’s investments as of 12/31/2014 (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	$	138,877,248	$	—	$	15,300	$	138,892,548
Dividend Note		—		—		8,007		8,007
Money Market Fund		—		643		—		643
Investments Purchased with Cash Proceeds from Securities Lending		—		11,317,492		—		11,317,492

TOTAL	$	138,877,248	$	11,318,135	$	23,307	$	150,218,690


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			Dividend Note		Total
Balance as of 06/30/2014	$	272,250		$	0	$	272,250
Purchases		—			—		—
Sales		—			—		—
Realized gain/(loss)		—			—		—
Change in unrealized appreciation/ (depreciation)¹		—			8,007		8,007
Transfers in		—			—		—
Transfers out²		(256,950	)		—		(256,950	)

Balance as of 12/31/2014	$	15,300		$	8,007	$	23,307

Net change in unrealized appreciation (depreciation) from investments held as of 12/31/2014	$	—		$	8,007	$	8,007

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. ²Transfers out 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. See Notes to Financial Statements.


www.bridgeway.com		22


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

December 31, 2014

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 8.64%, outperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+5.54%) and our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+7.58%). Our Fund underperformed the Russell Microcap Index (+11.19%) and the Russell 2000 Index (+9.73%). It was a mixed quarter on a relative basis.

For the six-month “semi-annual” period ending December 31, 2014, our Fund returned 1.86%, outperforming our primary benchmark, the CRSP Cap-Based Portfolio 10 Index (-0.83%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (-0.14%) and the Russell 2000 Index (+1.65%). Our Fund trailed the Russell Microcap Index (+2.06%).

For the calendar year, our Fund returned 4.61%, outperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+2.86%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (-0.17%) and the Russell Microcap Index (+3.65%). Our Fund trailed the Russell 2000 Index (+4.89%).

Standardized Returns as of December 31, 2014


							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (7/31/97)

Ultra-Small Company Market Fund		8.64%		1.86%		4.61%		16.83%		6.18%		11.53%		11.45%
CRSP Cap-Based Portfolio 10 Index		5.54%		-0.83%		2.86%		15.64%		8.47%		12.35%		11.75%
Russell Microcap Index		11.19%		2.06%		3.65%		16.14%		5.96%		N/A		N/A
Russell 2000 Index		9.73%		1.65%		4.89%		15.55%		7.77%		7.38%		7.71%
Lipper Micro-Cap Stock Funds Index		7.58%		-0.14%		-0.17%		15.19%		6.84%		6.97%		8.06%

According to data from Lipper, Inc. as of December 31, 2014, Ultra-Small Company Market Fund ranked 11th of 70 micro-cap funds for the twelve months ending December 31, 2014, 16th of 53 over the last five years, 27th of 36 over the last ten years, and 3rd of 17 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, 2014 (Unaudited)


Ultra-Small Company Market Fund
MANAGER’S COMMENTARY (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 12/31/14

LOGO

*	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

Our Fund outperformed its primary benchmark, the CRSP Cap-Based Portfolio 10 Index, for the quarter. A primary driver of the Fund’s performance relates to the size of the companies in which we invest. Our investment strategy is to approximate the long-term returns of the CRSP Cap-Based Portfolio 10 Index of ultra-small companies by investing in a representative sample of ultra-small company stocks. In order to keep the Fund’s turnover low, the Fund’s adviser does not sell a stock immediately when is outgrows the CRSP 10 (ultra-small) size threshold.

While a majority of the Fund’s assets are ultra-small (decile 10), holdings in slightly larger cap stocks contributed to the Fund’s relative performance, as the ultra-small category of stocks lagged that of its nearby small brethren (deciles 8 and 9). 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 this quarter.


www.bridgeway.com		24


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


CRSP Decile¹	Quarter		6 Months		1 Year		5 Years		10 Years		89 Years
1 (ultra-large)		4.16%		5.92%		12.28%		14.80%		7.38%		9.36%
2		5.94%		6.49%		16.00%		17.69%		9.75%		10.65%
3		5.71%		3.81%		10.24%		17.54%		9.34%		11.12%
4		2.37%		-1.28%		7.64%		16.74%		9.94%		11.00%
5		5.21%		-0.18%		5.36%		17.24%		11.02%		11.66%
6		5.20%		-0.86%		4.14%		17.27%		8.86%		11.51%
7		7.48%		0.10%		6.81%		17.49%		9.90%		11.64%
8		8.46%		0.54%		1.73%		17.05%		9.74%		11.69%
9		10.39%		-0.14%		2.07%		15.96%		8.29%		11.63%
10 (ultra-small)		5.54%		-0.83%		2.86%		15.64%		8.47%		13.54%

Detailed Explanation of Calendar Year Performance

Our Fund outperformed its primary benchmark, the CRSP Cap-Based Portfolio 10 Index, for the calendar year. Our strategy of avoiding a relatively small percentage of stocks that can be very damaging in downturns added to our relative performance for the calendar year. We are pleased with the Fund’s performance, in line with Fund design.

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Famous Dave’s of America, Inc.	Hotels, Restaurants & Leisure		0.8%
2	OvaScience, Inc.	Biotechnology		0.6%
3	Cempra, Inc.	Pharmaceuticals		0.5%
4	Utah Medical Products, Inc.	Health Care Equipment & Supplies		0.5%
5	Tetraphase Pharmaceuticals, Inc.	Biotechnology		0.5%
6	Achillion Pharmaceuticals, Inc.	Biotechnology		0.5%
7	Lifeway Foods, Inc.	Food Products		0.4%
8	Hurco Companies, Inc.	Machinery		0.4%
9	Pacific Biosciences of California, Inc.	Life Sciences Tools & Services		0.4%
10	Nautilus, Inc.	Leisure Equipment & Products		0.4%
	Total			5.0%

Industry Sector Representation as of December 31, 2014


	% of Net Assets		% of CRSP 10 Index		Difference
Consumer Discretionary		15.2%		15.6%		-0.4%
Consumer Staples		4.2%		3.6%		0.6%
Energy		3.6%		4.3%		-0.7%
Financials		22.6%		22.8%		-0.2%
Health Care		19.1%		18.3%		0.8%
Industrials		11.1%		11.4%		-0.3%
Information Technology		18.4%		18.0%		0.4%
Materials		3.1%		3.9%		-0.8%
Telecommunication Services		1.2%		1.2%		0.0%
Utilities		0.9%		1.0%		-0.1%
Cash & Other Assets		0.6%		0.0%		0.6%
Total		100.0%		100.0%


25		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

Disclaimer

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


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

COMMON STOCKS - 99.36%
Aerospace & Defense - 0.97%
Arotech Corp.*+		81,000	$	187,920
Breeze-Eastern Corp.*		4,000		40,600
CPI Aerostructures, Inc.*		31,479		330,215
Ducommun, Inc.*		25,300		639,584
Erickson, Inc.*+		30,000		250,200
Innovative Solutions & Support, Inc.*		83,454		265,384
LMI Aerospace, Inc.*+		35,000		493,500
SIFCO Industries, Inc.		8,300		241,945
Sparton Corp.*		48,300		1,368,822
Tel-Instrument Electronics Corp.*+		15,000		78,750

				3,896,920

Air Freight & Logistics - 0.13%
Radiant Logistics, Inc.*		125,000		528,750

Auto Components - 1.26%
China XD Plastics Co., Ltd.*+		91,000		494,130
Fuel Systems Solutions, Inc.*		18,000		196,920
Shiloh Industries, Inc.*		51,250		806,162
SORL Auto Parts, Inc.*+		109,900		405,531
Spartan Motors, Inc.		169,800		893,148
Stoneridge, Inc.*		51,700		664,862
Strattec Security Corp.		19,100		1,577,278

				5,038,031

Beverages - 0.79%
Castle Brands, Inc.*+		149,187		241,683
Craft Brew Alliance, Inc.*		92,200		1,229,948
MGP Ingredients, Inc.		75,862		1,203,171
Primo Water Corp.*		112,930		486,728

				3,161,530

Biotechnology - 7.96%
Achillion Pharmaceuticals, Inc.*+		150,000		1,837,500
Actinium Pharmaceuticals, Inc.*		51,151		301,279
Adamas Pharmaceuticals, Inc.*		700		12,159
Amicus Therapeutics, Inc.*		115,000		956,800
Applied Genetic Technologies Corp.*		655		13,768
Aquinox Pharmaceuticals, Inc.*		5,000		37,500
Argos Therapeutics, Inc.*+		40,000		400,000
Arqule, Inc.*		137,831		168,154
Asterias Biotherapeutics, Inc.*+		13,125		42,394


Industry Company	Shares		Value


Biotechnology (continued)
AVEO Pharmaceuticals, Inc.*		180,000	$	151,236
BIND Therapeutics, Inc.*+		63,700		343,980
BioSpecifics Technologies Corp.*		22,314		861,767
Biota Pharmaceuticals, Inc.*		10,934		24,492
Cara Therapeutics, Inc.*		35,000		348,950
CareDx, Inc.*		2,700		19,575
Celladon Corp.*		55,900		1,091,727
Cellular Dynamics International, Inc.*		50,000		321,500
ChemoCentryx, Inc.*+		120,000		819,600
Codexis, Inc.*+		150,500		379,260
Conatus Pharmaceuticals, Inc.*+		85,500		598,500
Concert Pharmaceuticals, Inc.*		43,500		579,420
Curis, Inc.*		220,000		330,000
Dicerna Pharmaceuticals, Inc.*+		45,000		741,150
Eagle Pharmaceuticals, Inc.*		31,968		495,504
Eleven Biotherapeutics, Inc.*+		35,265		418,948
Esperion Therapeutics, Inc.*		25,000		1,011,000
Five Prime Therapeutics, Inc.*		59,000		1,593,000
Flexion Therapeutics, Inc.*		30,000		605,700
Genocea Biosciences, Inc.*+		30,016		210,112
Geron Corp.*+		315,000		1,023,750
GlycoMimetics, Inc.*		29,589		213,041
GTx, Inc.*+		38,012		27,749
Harvard Apparatus Regenerative Technology, Inc.*		41,754		132,778
Immunomedics, Inc.*+		222,900		1,069,920
IsoRay, Inc.*+		150,000		219,000
KaloBios Pharmaceuticals, Inc.*+		76,884		133,009
Medgenics, Inc.*+		51,386		260,013
MediciNova, Inc.*+		40,000		121,600
NanoViricides, Inc.*+		154,500		420,240
Neuralstem, Inc.*+		263,983		718,034
Oncothyreon, Inc.*		424,988		807,477
OvaScience, Inc.*+		50,000		2,211,000
Pfenex, Inc.*		2,000		14,640
PharmAthene, Inc.*		178,826		323,675
Progenics Pharmaceuticals, Inc.*+		72,400		547,344
Protalix BioTherapeutics, Inc.*+		239,910		441,434


27		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Biotechnology (continued)
Regulus Therapeutics, Inc.*+		50,000	$	802,000
Repligen Corp.*		50,000		990,000
Retrophin, Inc.*+		54,900		671,976
Rexahn Pharmaceuticals, Inc.*		180,000		126,000
Rigel Pharmaceuticals, Inc.*		150,000		340,500
Synergy Pharmaceuticals, Inc.*+		111,674		340,606
Targacept, Inc.*		203,100		534,153
TetraLogic Pharmaceuticals Corp.*+		10,050		48,441
Tetraphase Pharmaceuticals, Inc.*		50,000		1,985,500
Trevena, Inc.*		7,337		43,875
Vanda Pharmaceuticals, Inc.*+		79,300		1,135,576
Verastem, Inc.*+		75,000		685,500
Vical, Inc.*		100,000		105,000
XOMA Corp.*+		190,000		682,100

				31,890,906

Building Products - 0.12%
Alpha Pro Tech, Ltd.*+		106,700		274,219
Ameresco, Inc., Class A*		6,000		42,000
Norcraft Companies, Inc.*		8,965		173,024

				489,243

Capital Markets - 1.94%
Calamos Asset Management, Inc., Class A		53,500		712,620
FBR & Co.*		43,175		1,061,673
Institutional Financial Markets, Inc.		30,000		52,500
JMP Group, Inc.		96,851		738,005
KCAP Financial, Inc.+		93,900		640,398
Manning & Napier, Inc.		44,100		609,462
Medallion Financial Corp.+		86,711		867,977
OFS Capital Corp.+		40,000		471,200
Oppenheimer Holdings, Inc., Class A		31,550		733,538
Pzena Investment Management, Inc., Class A		52,800		499,488
Silvercrest Asset Management Group LLC, Class A		14,000		219,100
SWS Group, Inc.*		166,800		1,152,588

				7,758,549


Industry Company	Shares		Value


Chemicals - 1.45%
BioAmber, Inc.*+		11,480	$	96,317
Chase Corp.		27,800		1,000,522
Core Molding Technologies, Inc.*		45,100		622,380
Gulf Resources, Inc.*		150,000		174,000
KMG Chemicals, Inc.+		40,100		802,000
Landec Corp.*		89,200		1,231,852
Northern Technologies International Corp.*		11,900		253,946
OMNOVA Solutions, Inc.*		66,000		537,240
Trecora Resources*		74,649		1,097,340

				5,815,597

Commercial Banks - 12.08%
1st Constitution Bancorp*		11,550		123,123
Access National Corp.		33,500		567,155
American National Bankshares, Inc.		22,100		548,301
American River Bankshares*		56,000		527,520
AmeriServ Financial, Inc.		155,671		488,807
Anchor Bancorp, Inc.*+		10,000		204,000
Bank of Commerce Holdings+		87,441		522,023
Bank of Kentucky Financial Corp. (The)		16,100		777,147
Bar Harbor Bankshares+		18,000		576,000
BCB Bancorp, Inc.		23,500		275,655
Bridge Capital Holdings*		11,800		264,084
C&F Financial Corp.		6,300		250,362
Camden National Corp.		11,800		470,112
Capital City Bank Group, Inc.+		50,390		783,061
Carolina Bank Holdings, Inc.*+		27,000		251,100
Century Bancorp, Inc., Class A		23,272		932,276
Citizens Holding Co.+		20,670		401,618
CNB Financial Corp.		42,200		780,700
Codorus Valley Bancorp, Inc.+		13,230		269,231
Colony Bankcorp, Inc.*		16,668		131,344
Community West Bancshares		19,266		130,431
ConnectOne Bancorp, Inc.		20,417		387,923
Eastern Virginia Bankshares, Inc.*		48,536		314,028
Enterprise Bancorp, Inc.+		9,502		239,926
Evans Bancorp, Inc.+		16,701		411,680
Farmers Capital Bank Corp.*		57,149		1,331,000


www.bridgeway.com		28


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Commercial Banks (continued)
Fidelity Southern Corp.		36,074	$	581,152
Financial Institutions, Inc.		34,700		872,705
First Bancorp+		49,000		905,030
First Bancorp, Inc.		33,300		602,397
First Bancshares, Inc.+		12,794		185,641
First Business Financial Services, Inc.		18,354		879,340
First Community Bancshares, Inc.+		50,000		823,500
First South Bancorp, Inc.+		33,322		265,243
First United Corp.*		9,200		79,028
First West Virginia Bancorp+		8,100		164,430
German American Bancorp, Inc.		17,500		534,100
Guaranty Bancorp		61,440		887,194
Hampton Roads Bankshares, Inc.*+		369,600		620,928
Heritage Commerce Corp.		74,300		656,069
Horizon Bancorp		23,500		614,290
Independent Bank Corp., MI		70,000		913,500
Intervest Bancshares Corp.		78,212		786,031
Landmark Bancorp, Inc.+		11,035		234,163
LNB Bancorp, Inc.		36,700		661,701
Macatawa Bank Corp.+		51,500		280,160
MainSource Financial Group, Inc.		25,650		536,598
MBT Financial Corp.*		57,485		286,850
Mercantile Bank Corp.		29,892		628,330
Merchants Bancshares, Inc.		28,700		879,081
Metro Bancorp, Inc.*		40,600		1,052,352
MidSouth Bancorp, Inc.+		35,900		622,506
MidWestOne Financial Group, Inc.		31,300		901,753
MutualFirst Financial, Inc.+		9,849		216,383
NewBridge Bancorp*		86,806		756,080
Northeast Bancorp		35,000		337,400
Northrim BanCorp, Inc.		34,700		910,528
Ohio Valley Banc Corp.+		19,500		474,825
Old Second Bancorp, Inc.*		15,000		80,550
Pacific Continental Corp.		53,611		760,204
Pacific Mercantile Bancorp*		48,521		341,588
Pacific Premier Bancorp, Inc.*		48,500		840,505
Park Sterling Corp.		120,700		887,145
Peapack Gladstone Financial Corp.		39,777		738,261
Penns Woods Bancorp, Inc.		16,400		807,864
Peoples Bancorp of North Carolina, Inc.		34,901		627,171
Peoples Bancorp, Inc.		28,400		736,412


Industry Company	Shares		Value


Commercial Banks (continued)
Preferred Bank		33,680	$	939,335
Premier Financial Bancorp, Inc.+		43,837		682,980
QCR Holdings, Inc.+		13,200		238,128
Republic First Bancorp, Inc.*+		83,000		311,250
Royal Bancshares of Pennsylvania, Inc., Class A*		78,195		125,894
SB Financial Group, Inc.		9,641		90,240
Seacoast Banking Corp. of Florida*		67,355		926,131
Select Bancorp, Inc.*		10,076		74,260
Shore Bancshares, Inc.*		25,000		232,500
Sierra Bancorp		42,900		753,324
Southcoast Financial Corp.*+		49,500		348,975
Southern First Bancshares, Inc.*+		32,215		526,071
Southern National Bancorp of Virginia, Inc.		70,892		801,080
Southwest Bancorp, Inc.		73,100		1,269,016
Suffolk Bancorp		37,000		840,270
Sun Bancorp, Inc.*		44,240		858,256
Trico Bancshares		22,995		567,976
Univest Corp. of Pennsylvania		15,000		303,600
West Bancorporation, Inc.		48,200		820,364
Yadkin Financial Corp.*		38,500		756,525

				48,393,770

Commercial Services & Supplies - 1.01%
Acme United Corp.		2,000		39,980
AMREP Corp.*+		17,000		65,280
ARC Document Solutions, Inc.*		50,000		511,000
Casella Waste Systems, Inc., Class A*		117,656		475,330
Cenveo, Inc.*+		310,600		652,260
CompX International, Inc.		3,200		37,760
Courier Corp.		51,100		762,412
Ecology & Environment, Inc., Class A+		3,000		27,570
Fuel Tech, Inc.*+		65,000		248,950
Heritage-Crystal Clean, Inc.*		23,000		283,590
Intersections, Inc.+		85,300		333,523
Standard Register Co. (The)*+		5,000		16,300
TRC Cos., Inc.*		76,979		488,047


29		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Commercial Services & Supplies (continued)
Versar, Inc.*		33,000	$	104,280

				4,046,282

Communications Equipment - 2.12%
Alliance Fiber Optic Products, Inc.+		45,000		652,950
Aviat Networks, Inc.*		350,239		525,359
Bel Fuse, Inc., Class B		34,700		948,698
Clearfield, Inc.*+		48,300		594,573
Communications Systems, Inc.		28,900		308,941
Digi International, Inc.*		70,000		650,300
EMCORE Corp.*		46,452		246,196
KVH Industries, Inc.*		60,410		764,186
Meru Networks, Inc.*+		97,950		368,292
Numerex Corp., Class A*		30,000		331,800
PC-Tel, Inc.		87,800		760,348
RELM Wireless Corp.*+		78,900		378,720
ShoreTel, Inc.*		137,000		1,006,950
Tessco Technologies, Inc.		24,500		710,500
Westell Technologies, Inc., Class A*		175,000		262,500

				8,510,313

Computers & Peripherals - 1.61%
Astro-Med, Inc.		32,800		541,200
Concurrent Computer Corp.		55,600		394,204
Datalink Corp.*		57,700		744,330
Dot Hill Systems Corp.*		269,400		1,190,748
Hutchinson Technology, Inc.*+		75,000		262,500
Imation Corp.*		235,100		891,029
Immersion Corp.*		62,900		595,663
Intevac, Inc.*		25,000		194,250
Novatel Wireless, Inc.*		78,800		253,736
Quantum Corp.*+		350,100		616,176
Qumu Corp.*		36,400		497,588
Transact Technologies, Inc.		20,000		107,400
USA Technologies, Inc.*		111,400		179,354

				6,468,178

Construction & Engineering - 1.20%
Furmanite Corp.*		125,500		981,410
Goldfield Corp. (The)*		33,300		80,919
Integrated Electrical Services, Inc.*		109,312		852,634
Layne Christensen Co.*+		65,430		624,202
Northwest Pipe Co.*		29,100		876,492
Orion Marine Group, Inc.*		74,300		821,015


Industry Company	Shares		Value


Construction & Engineering (continued)
Sterling Construction Co., Inc.*		48,250	$	308,318
Willdan Group, Inc.*		20,000		269,800

				4,814,790

Construction Materials - 0.33%
United States Lime & Minerals, Inc.		18,300		1,333,338

Consumer Finance - 0.57%
Asta Funding, Inc.*		122,300		1,070,125
Atlanticus Holdings Corp.*		58,961		144,454
Consumer Portfolio Services, Inc.*		50,000		368,000
QC Holdings, Inc.		56,600		91,692
Regional Management Corp.*		38,000		600,780

				2,275,051

Containers & Packaging - 0.16%
AEP Industries, Inc.*		10,900		633,835

Distributors - 0.49%
AMCON Distributing Co.		2,300		181,125
VOXX International Corp.*		94,001		823,449
Weyco Group, Inc.		32,000		949,440

				1,954,014

Diversified Consumer Services - 0.76%
Cambium Learning Group, Inc.*		37,250		61,835
Career Education Corp.*		92,550		644,148
Carriage Services, Inc.		33,700		706,015
Collectors Universe, Inc.		26,360		549,870
Learning Tree International, Inc.*		25,400		44,450
Lincoln Educational Services Corp.		78,400		221,088
National American University Holdings, Inc.+		70,988		190,603
Universal Technical Institute, Inc.		63,400		623,856

				3,041,865

Diversified Financial Services - 0.69%
California First National Bancorp		30,800		439,208
Gain Capital Holdings, Inc.		94,400		851,488
JG Wentworth Co.*		9,540		101,696


www.bridgeway.com		30


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Diversified Financial Services (continued)
Marlin Business Services Corp.		29,500	$	605,635
Resource America, Inc., Class A		83,600		755,744

				2,753,771

Diversified Telecommunication Services - 0.97%
Alaska Communications Systems Group, Inc.*		173,000		309,670
Hawaiian Telcom Holdco, Inc.*		24,686		680,593
IDT Corp., Class B		50,567		1,027,016
Lumos Networks Corp.		35,000		588,700
ORBCOMM, Inc.*		71,000		464,340
Straight Path Communications, Inc., Class B*		42,470		804,806

				3,875,125

Electrical Equipment - 1.37%
Allied Motion Technologies, Inc.		53,650		1,270,969
Espey Manufacturing & Electronics Corp.		10,700		254,660
Global Power Equipment Group, Inc.		52,572		726,019
Highpower International, Inc.*+		50,000		248,500
LSI Industries, Inc.		84,000		570,360
Magnetek, Inc.*		10,000		406,500
Orion Energy Systems, Inc.*		35,000		192,500
PowerSecure International, Inc.*		47,600		554,540
Preformed Line Products Co.		4,145		226,441
SL Industries, Inc.*		20,250		789,750
Ultralife Corp.*		62,400		195,312
Vicor Corp.*		6,100		73,810

				5,509,361

Electronic Equipment, Instruments & Components - 2.96%
Agilysys, Inc.*		62,200		783,098
Audience, Inc.*+		19,000		83,600
ChyronHego Corp.*+		53,000		148,400
Echelon Corp.*		95,062		161,605
Electro Scientific Industries, Inc.		87,800		681,328
Frequency Electronics, Inc.*		41,000		468,630
ID Systems, Inc.*+		83,000		555,270
IEC Electronics Corp.*+		73,450		348,888
Iteris, Inc.*		172,520		298,460
Kemet Corp.*		66,600		279,720


Industry Company	Shares		Value


Electronic Equipment, Instruments & Components (continued)
Key Tronic Corp.*+		27,200	$	215,968
LoJack Corp.*		77,150		195,190
Maxwell Technologies, Inc.*+		55,000		501,600
Mesa Laboratories, Inc.		9,830		759,957
MOCON, Inc.		12,000		214,080
Multi-Fineline Electronix, Inc.*		55,300		621,019
NAPCO Security Technologies, Inc.*		35,000		164,500
PAR Technology Corp.*		104,750		644,212
PCM, Inc.*		74,200		706,384
Perceptron, Inc.		23,000		228,850
Planar Systems, Inc.*		75,000		627,750
Radisys Corp.*+		195,300		457,002
RF Industries, Ltd.+		35,000		142,450
Richardson Electronics, Ltd.		52,011		520,110
SMTC Corp.*		75,000		133,500
Speed Commerce, Inc.*+		230,600		712,554
Vicon Industries, Inc.		29,900		55,016
Vishay Precision Group, Inc.*		56,900		976,404
Wayside Technology Group, Inc.		10,000		172,100

				11,857,645

Energy Equipment & Services - 0.89%
Dawson Geophysical Co.		46,990		574,688
Enservco Corp.*+		29,967		48,247
Forbes Energy Services, Ltd.*		125,701		152,098
GreenHunter Resources, Inc.*+		199,000		143,280
Gulf Island Fabrication, Inc.		49,000		950,110
Mitcham Industries, Inc.*		80,800		479,144
Natural Gas Services Group, Inc.*		37,600		866,304
TGC Industries, Inc.*+		154,737		334,232

				3,548,103

Food & Staples Retailing - 0.46%
Ingles Markets, Inc., Class A		20,000		741,800
Pantry, Inc. (The)*		6,300		233,478
Roundy’s, Inc.		177,978		861,414

				1,836,692

Food Products - 1.83%
Alico, Inc.		14,200		710,426
Farmer Bros. Co.*		10,856		319,709


31		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Food Products (continued)
Griffin Land & Nurseries, Inc.		13,300	$	399,798
Inventure Foods, Inc.*		59,000		751,660
John B. Sanfilippo & Son, Inc.		33,900		1,542,450
Liberator Medical Holdings, Inc.+		150,000		435,000
Lifeway Foods, Inc.*+		95,302		1,765,946
Omega Protein Corp.*		69,800		737,786
Seneca Foods Corp., Class A*		25,000		675,750

				7,338,525

Gas Utilities - 0.27%
Delta Natural Gas Co., Inc.+		20,000		425,000
Gas Natural, Inc.		58,000		639,160

				1,064,160

Health Care Equipment & Supplies - 3.35%
AdCare Health Systems, Inc.*+		25,000		100,000
Alphatec Holdings, Inc.*		305,231		430,376
Anika Therapeutics, Inc.*		18,339		747,131
AtriCure, Inc.*		44,000		878,240
CryoLife, Inc.		107,270		1,215,369
Cutera, Inc.*		60,200		642,936
Digirad Corp.		100,000		436,000
ERBA Diagnostics, Inc.*+		14,994		47,531
Exactech, Inc.*		25,000		589,250
Hansen Medical, Inc.*+		180,400		100,266
Kewaunee Scientific Corp.		14,000		249,200
LeMaitre Vascular, Inc.		50,000		382,500
Navidea Biopharmaceuticals, Inc.*+		640,480		1,210,507
PhotoMedex, Inc.*+		37,100		56,763
Retractable Technologies, Inc.*		10,000		50,000
RTI Surgical, Inc.*		148,600		772,720
SurModics, Inc.*		18,500		408,850
TransEnterix, Inc.*+		139,942		407,231
TriVascular Technologies, Inc.*+		30,400		382,128
Unilife Corp.*+		318,836		1,068,101
Utah Medical Products, Inc.		35,900		2,155,795
Vascular Solutions, Inc.*		25,000		679,000
Veracyte, Inc.*+		41,000		396,060

				13,405,954

Health Care Providers & Services - 2.18%
Addus HomeCare Corp.*		48,600		1,179,522
Alliance HealthCare Services, Inc.*		42,700		896,273


Industry Company	Shares		Value

Health Care Providers & Services (continued)
Almost Family, Inc.*		24,400	$	706,380
BioTelemetry, Inc.*		137,700		1,381,131
Cross Country Healthcare, Inc.*		71,000		886,080
Five Star Quality Care, Inc.*		125,100		519,165
InfuSystems Holdings, Inc.*+		100,000		315,000
PDI, Inc.*		25,000		44,750
Providence Service Corp. (The)*		13,100		477,364
RadNet, Inc.*		89,800		766,892
Skilled Healthcare Group, Inc., Class A*		159,798		1,369,469
Trupanion, Inc.*+		30,000		207,900

				8,749,926

Health Care Technology - 0.35%
Merge Healthcare, Inc.*		150,000		534,000
Vocera Communications, Inc.*		82,000		854,440

				1,388,440

Hotels, Restaurants & Leisure - 3.35%
Ambassadors Group, Inc.*		20,000		50,000
Ark Restaurants Corp.		9,900		223,047
Bravo Brio Restaurant Group, Inc.*+		25,929		360,672
Carrols Restaurant Group, Inc.*		94,100		717,983
Dover Downs Gaming & Entertainment, Inc.*		92,580		76,841
Empire Resorts, Inc.*+		50,000		388,000
Famous Dave’s of America, Inc.*		128,800		3,383,576
Frisch’s Restaurants, Inc.		26,100		699,480
Gaming Partners International Corp.*		56,300		473,483
Isle of Capri Casinos, Inc.*		114,000		954,180
Jamba, Inc.*		30,662		462,690
Kona Grill, Inc.*		67,500		1,558,575
Lakes Entertainment, Inc.*		42,300		283,410
Luby’s, Inc.*		85,600		389,480
Monarch Casino & Resort, Inc.*		42,877		711,329
Morgans Hotel Group Co.*		84,300		660,912
Nathan’s Famous, Inc.*		12,000		960,000
Nevada Gold & Casinos, Inc.*		120,000		147,720
Premier Exhibitions, Inc.*		150,000		91,500
Red Lion Hotels Corp.*+		74,900		474,866


www.bridgeway.com		32


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Hotels, Restaurants & Leisure (continued)
Town Sports International Holdings, Inc.+		61,087	$	363,468

				13,431,212

Household Durables - 1.84%
Bassett Furniture Industries, Inc.		74,200		1,447,642
Blyth, Inc.		15,200		139,080
CSS Industries, Inc.		32,700		903,828
Emerson Radio Corp.		94,800		99,540
EveryWare Global, Inc.*+		153,100		111,763
Flexsteel Industries, Inc.		27,050		872,362
Hooker Furniture Corp.		53,300		915,161
Lifetime Brands, Inc.		65,000		1,118,000
Nova Lifestyle, Inc.*+		45,000		126,450
P&F Industries, Inc., Class A*+		10,500		84,420
Skullcandy, Inc.*		50,850		467,312
Stanley Furniture Co., Inc.*		67,783		185,725
UCP, Inc., Class A*		20,000		210,000
ZAGG, Inc.*		100,000		679,000

				7,360,283

Household Products - 0.31%
Oil-Dri Corp. of America+		20,800		678,704
Orchids Paper Products Co.		20,000		582,200

				1,260,904

Independent Power Producers & Energy Traders - 0.11%
American DG Energy, Inc.*		211,375		126,825
Genie Energy, Ltd., Class B		48,667		300,762
Synthesis Energy Systems, Inc.*		11,464		10,856

				438,443

Insurance - 1.36%
American Independence Corp.*+		7,500		73,950
Atlantic American Corp.+		14,056		56,646
Federated National Holding Co.		38,000		918,080
First Acceptance Corp.*+		266,700		680,085
Hallmark Financial Services, Inc.*		80,400		972,036
Health Insurance Innovations, Inc., Class A*+		14,116		101,071
Independence Holding Co.		69,190		965,200
Investors Title Co.+		9,600		694,656
Phoenix Cos., Inc. (The)*		14,200		977,954

				5,439,678


Industry Company	Shares		Value

Internet & Catalog Retail - 1.08%
1-800-Flowers.com, Inc., Class A*		110,000	$	906,400
Blue Nile, Inc.*		15,000		540,150
CafePress, Inc.*+		87,588		205,832
EVINE Live, Inc.*		176,286		1,161,725
Gaiam, Inc., Class A*		45,000		320,850
Geeknet, Inc.*+		21,870		181,084
PetMed Express, Inc.+		46,647		670,317
US Auto Parts Network, Inc.*		145,751		341,057

				4,327,415

Internet Software & Services - 3.53%
Brightcove, Inc.*		87,477		680,571
Carbonite, Inc.*		58,060		828,516
Care.com, Inc.*+		25,831		213,881
Demand Media, Inc.*+		45,000		275,400
E2open, Inc.*+		95,000		912,950
iPass, Inc.*		90,081		123,411
Limelight Networks, Inc.*		359,837		996,748
Marchex, Inc., Class B		68,600		314,874
Millennial Media, Inc.*+		269,200		430,720
QuinStreet, Inc.*		95,000		576,650
RealNetworks, Inc.*		93,600		658,944
Reis, Inc.		42,100		1,101,757
Spark Networks, Inc.*+		64,800		232,632
Support.com, Inc.*+		189,545		399,940
Synacor, Inc.*		50,000		100,000
TechTarget, Inc.*		145,900		1,658,883
TheStreet, Inc.		116,900		278,222
Travelzoo, Inc.*		7,500		94,650
Tremor Video, Inc.*+		87,300		250,551
Tucows, Inc., Class A*+		71,150		1,381,022
United Online, Inc.		32,900		478,695
Unwired Planet, Inc.*		344,600		344,600
XO Group, Inc.*		54,813		998,145
YuMe, Inc.*+		26,900		135,576
Zix Corp.*		187,582		675,295

				14,142,633

IT Services - 2.03%
CIBER, Inc.*		215,000		763,250
Computer Task Group, Inc.		77,868		742,082
CSP, Inc.		15,000		111,000
Edgewater Technology, Inc.*		50,900		382,004
Hackett Group, Inc. (The)		119,928		1,054,167
Information Services Group, Inc.*		196,600		829,652
Innodata, Inc.*		148,955		434,949


33		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
IT Services (continued)
Lionbridge Technologies, Inc.*		193,995	$	1,115,471
Mattersight Corp.*		30,000		187,500
ModusLink Global Solutions, Inc.*+		51,900		194,625
NCI, Inc., Class A*		38,430		392,370
PRGX Global, Inc.*+		68,500		391,820
ServiceSource International, Inc.*+		215,000		1,006,200
StarTek, Inc.*		45,000		438,750
WidePoint Corp.*		70,447		97,217

				8,141,057

Leisure Equipment & Products - 0.97%
Escalade, Inc.		39,780		600,280
JAKKS Pacific, Inc.*+		61,000		414,800
Johnson Outdoors, Inc., Class A		37,400		1,166,880
Marine Products Corp.		2,400		20,256
Nautilus, Inc.*		111,686		1,695,393

				3,897,609

Life Sciences Tools & Services - 1.32%
Enzo Biochem, Inc.*		201,300		893,772
Harvard Bioscience, Inc.*		167,017		946,986
NanoString Technologies, Inc.*		25,000		348,250
Pacific Biosciences of California, Inc.*		222,400		1,743,616
pSivida Corp.*+		168,000		690,480
Sequenom, Inc.*+		185,000		684,500

				5,307,604

Machinery - 2.73%
Accuride Corp.*		134,200		582,428
Ampco-Pittsburgh Corp.		31,499		606,356
Commercial Vehicle Group, Inc.*		60,000		399,600
Dynamic Materials Corp.		42,500		680,850
Eastern Co. (The)		33,600		576,240
Energy Recovery, Inc.*+		163,700		862,699
FreightCar America, Inc.		24,675		649,199
Gencor Industries, Inc.*		18,500		173,900
Graham Corp.		35,900		1,032,843
Hardinge, Inc.+		33,300		396,936
Hurco Companies, Inc.		51,334		1,749,976
Intelligent Systems Corp.*		35,362		53,043
Key Technology, Inc.*		23,900		305,920
L.S. Starrett Co., Class A (The)		12,500		249,125
MFRI, Inc.*		20,000		140,200


Industry Company	Shares		Value

Machinery (continued)
Miller Industries, Inc.		49,800	$	1,035,342
PMFG, Inc.*		11,600		60,668
Supreme Industries, Inc., Class A		13,350		94,251
Tecumseh Products Co.*		57,700		178,293
Twin Disc, Inc.+		29,600		587,856
Xerium Technologies, Inc.*		33,550		529,419

				10,945,144

Marine - 0.11%
International Shipholding Corp.+		29,203		435,125

Media - 1.61%
A.H. Belo Corp., Class A		46,400		481,632
Ballantyne Strong, Inc.*		45,500		187,005
Beasley Broadcast Group, Inc., Class A		17,000		86,870
Dex Media, Inc.*+		86,451		775,465
Emmis Communications Corp., Class A*		159,500		298,265
Entercom Communications Corp., Class A*		80,000		972,800
Entravision Communications Corp., Class A		108,800		705,024
Lee Enterprises, Inc.*+		122,860		452,125
Martha Stewart Living Omnimedia, Inc., Class A*		90,200		388,762
McClatchy Co. (The), Class A*		188,650		626,318
ReachLocal, Inc.*+		71,500		245,960
Saga Communications, Inc., Class A		13,005		565,457
Salem Communications Corp., Class A		53,500		418,370
Sizmek, Inc.*		40,210		251,715

				6,455,768

Metals & Mining - 1.03%
A.M. Castle & Co.*+		78,900		629,622
Comstock Mining, Inc.*		155,376		118,086
Friedman Industries, Inc.		68,300		478,783
Gold Resource Corp.		144,500		488,410
Noranda Aluminum Holding Corp.		211,650		745,008
Olympic Steel, Inc.		26,100		464,058
Synalloy Corp.		25,400		447,294
United States Antimony Corp.*		269,221		188,455
Universal Stainless & Alloy Products, Inc.*+		14,928		375,439


www.bridgeway.com		34


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Metals & Mining (continued)
Walter Energy, Inc.		142,620	$	196,816

				4,131,971

Multiline Retail - 0.22%
Bon-Ton Stores, Inc. (The)+		91,389		677,192
Gordmans Stores, Inc.*+		80,000		218,400

				895,592

Oil, Gas & Consumable Fuels - 2.73%
Adams Resources & Energy, Inc.		22,300		1,113,885
Aemetis, Inc.*		121,441		703,143
Amyris, Inc.*+		220,000		453,200
Aspen Aerogels, Inc.*+		70,508		562,654
BPZ Resources, Inc.*+		217,000		62,713
Callon Petroleum Co.*		182,800		996,260
Dakota Plains Holdings, Inc.*		40,000		70,400
Earthstone Energy, Inc.*		3,000		70,500
Emerald Oil, Inc.*+		53,000		63,600
Escalera Resources Co.*		97,100		50,492
Evolution Petroleum Corp.		36,300		269,709
FieldPoint Petroleum Corp.*		30,000		53,700
FX Energy, Inc.*+		395,000		612,250
Harvest Natural Resources, Inc.*		167,500		303,175
Independence Contract Drilling, Inc.*+		20,890		109,046
Miller Energy Resources, Inc.*+		186,418		233,022
Panhandle Oil & Gas, Inc., Class A		23,594		549,268
Penn Virginia Corp.*+		91,000		607,880
PetroQuest Energy, Inc.*		170,000		635,800
PostRock Energy Corp.*		43,607		16,135
REX American Resources Corp.*		20,249		1,254,831
Ring Energy, Inc.*+		44,053		462,556
Uranerz Energy Corp.*+		514,800		576,576
VAALCO Energy, Inc.*		100,000		456,000
Warren Resources, Inc.*		247,900		399,119
Yuma Energy, Inc.*		69,800		127,734
Zion Oil & Gas, Inc.*		81,200		111,244

				10,924,892

Paper & Forest Products - 0.16%
Orient Paper, Inc.*		87,811		97,470
Verso Paper Corp.*		160,400		550,172

				647,642

Personal Products - 0.77%
CCA Industries, Inc.*+		15,752		52,769


Industry Company	Shares		Value

Personal Products (continued)
IGI Laboratories, Inc.*+		163,211	$	1,436,257
Mannatech, Inc.*		13,600		362,440
Natural Alternatives International, Inc.*+		19,910		106,518
Nutraceutical International Corp.*		37,000		797,720
Synutra International, Inc.*+		25,000		152,000
United-Guardian, Inc.+		10,000		194,500

				3,102,204

Pharmaceuticals - 3.93%
AcelRx Pharmaceuticals, Inc.*+		98,000		659,540
Achaogen, Inc.*		15,000		195,750
Agile Therapeutics, Inc.*		10,000		61,400
Alimera Sciences, Inc.*+		121,600		673,664
Ampio Pharmaceuticals, Inc.*+		100,750		345,573
ANI Pharmaceuticals, Inc.*		23,416		1,320,428
Cempra, Inc.*		92,500		2,174,675
Corium International, Inc.*		15,000		91,500
Cumberland Pharmaceuticals, Inc.*		67,500		405,000
Durect Corp.*		183,600		144,897
Egalet Corp.*+		74,700		425,043
Endocyte, Inc.*+		105,000		660,450
Horizon Pharma PLC*+		63,700		821,093
Ocera Therapeutics, Inc.*		25,000		159,250
Omeros Corp.*+		33,595		832,484
Pain Therapeutics, Inc.*+		316,853		643,212
Pernix Therapeutics Holdings, Inc.*		26,056		244,666
Pozen, Inc.*		81,600		652,800
Sciclone Pharmaceuticals, Inc.*		161,750		1,416,930
Sucampo Pharmaceuticals, Inc., Class A*+		104,000		1,485,120
Supernus Pharmaceuticals, Inc.*+		50,000		415,000
Tonix Pharmaceuticals Holding Corp.*		10,000		58,400
XenoPort, Inc.*		150,000		1,315,500
Zogenix, Inc.*		386,200		529,094

				15,731,469

Professional Services - 1.73%
CDI Corp.		27,000		478,170
CRA International, Inc.*		54,500		1,652,440
CTPartners Executive Search, Inc.*		27,400		416,206
Franklin Covey Co.*		37,000		716,320


35		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Professional Services (continued)
Heidrick & Struggles International, Inc.		50,000	$	1,152,500
Hill International, Inc.*+		145,971		560,529
Hudson Global, Inc.*		56,696		175,758
Mastech Holdings, Inc.*		6,250		66,375
RCM Technologies, Inc.		32,700		228,900
Volt Information Sciences, Inc.*		15,676		168,203
VSE Corp.		20,200		1,331,180

				6,946,581

Real Estate Management & Development - 0.67%
AV Homes, Inc.*		54,600		795,522
Consolidated-Tomoka Land Co.		21,249		1,185,694
Maui Land & Pineapple Co., Inc.*+		30,000		182,100
Stratus Properties, Inc.*+		37,150		505,983

				2,669,299

Road & Rail - 0.92%
Covenant Transportation Group, Inc., Class A*		60,700		1,645,577
P.A.M. Transportation Services, Inc.*		14,750		764,640
Providence & Worcester Railroad Co.		5,000		90,050
Quality Distribution, Inc.*		20,000		212,800
USA Truck, Inc.*		35,000		994,000

				3,707,067

Semiconductors & Semiconductor Equipment - 3.35%
Amtech Systems, Inc.*		57,500		583,625
Axcelis Technologies, Inc.*		225,000		576,000
Cascade Microtech, Inc.*		69,700		1,018,317
CEVA, Inc.*		29,000		526,060
Cohu, Inc.		81,850		974,015
CyberOptics Corp.*		26,400		253,704
DSP Group, Inc.*		131,300		1,427,231
Entropic Communications, Inc.*		130,000		328,900
GigOptix, Inc.*		100,000		120,000
GSI Technology, Inc.*		161,417		805,471
Integrated Silicon Solution, Inc.		22,641		375,161
Intermolecular, Inc.*+		140,000		270,200
inTEST Corp.*		8,500		36,210
Kopin Corp.*		90,000		325,800
Mattson Technology, Inc.*		191,300		650,420
MaxLinear, Inc., Class A*		65,100		482,391
NeoPhotonics Corp.*+		125,000		422,500


Industry Company	Shares		Value

Semiconductors & Semiconductor Equipment (continued)
Pericom Semiconductor Corp.*		75,000	$	1,015,500
Pixelworks, Inc.*+		122,500		558,600
Rudolph Technologies, Inc.*		35,929		367,554
Sigma Designs, Inc.*		48,523		359,070
Ultra Clean Holdings, Inc.*		118,377		1,098,539
Vitesse Semiconductor Corp.*		227,700		860,706

				13,435,974

Software - 2.78%
Actuate Corp.*		135,000		891,000
American Software, Inc., Class A		72,400		659,564
Bsquare Corp.*		9,500		43,225
Callidus Software, Inc.*		63,100		1,030,423
Cinedigm Corp., Class A*		414,897		672,133
Covisint Corp.*		110,000		291,500
Digimarc Corp.		23,100		627,165
Envivio, Inc.*+		104,693		140,289
Exa Corp.*+		29,000		341,620
FalconStor Software, Inc.*		135,000		180,900
Globalscape, Inc.		81,700		181,374
Glu Mobile, Inc.*		150,000		585,000
GSE Systems, Inc.*		154,525		245,695
Guidance Software, Inc.*+		77,857		564,463
Model N, Inc.*		50,252		533,676
QAD, Inc., Class A		33,000		746,460
QAD, Inc., Class B+		8,250		164,258
Rally Software Development Corp.*		20,000		227,400
Rosetta Stone, Inc.*		73,600		718,336
Seachange International, Inc.*		100,500		641,190
Smith Micro Software, Inc.*		75,400		73,138
TeleCommunication Systems, Inc., Class A*		180,834		564,202
Telenav, Inc.*		153,000		1,020,510

				11,143,521

Specialty Retail - 2.52%
Aeropostale, Inc.*+		100,000		232,000
America’s Car-Mart, Inc.*		15,000		800,700
bebe stores, inc.		100,000		219,000
Big 5 Sporting Goods Corp.		49,200		719,796
Books-A-Million, Inc.*		40,000		68,400
Build-A-Bear Workshop, Inc.*		59,500		1,195,950
Christopher & Banks Corp.*		20,000		114,200
Destination Maternity Corp.		20,800		331,760


www.bridgeway.com		36


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Specialty Retail (continued)
Destination XL Group, Inc.*		174,100	$	950,586
hhgregg, Inc.*+		50,000		378,500
Kirkland’s, Inc.*		43,000		1,016,520
New York & Co., Inc.*		76,100		200,904
Pacific Sunwear of California, Inc.*+		208,449		454,419
Sportsman’s Warehouse Holdings, Inc.*		55,000		402,600
Tandy Leather Factory, Inc.+		10,000		90,300
Tilly’s, Inc., Class A*		55,000		532,950
Trans World Entertainment Corp.		98,403		323,746
TravelCenters of America LLC*+		120,200		1,516,924
West Marine, Inc.*+		42,200		545,224

				10,094,479

Textiles, Apparel & Luxury Goods - 1.07%
Charles & Colvard, Ltd.*		50,521		92,959
Cherokee, Inc.		1,100		21,296
Culp, Inc.		51,016		1,106,027
Delta Apparel, Inc.*+		29,988		305,278
DGSE Cos., Inc.*+		38,800		48,500
Ever-Glory International Group, Inc.*+		10,000		59,900
Lakeland Industries, Inc.*+		13,300		124,621
Perry Ellis International, Inc.*		65,000		1,685,450
Rocky Brands, Inc.		52,200		692,172
Superior Uniform Group, Inc.		5,000		146,850

				4,283,053

Thrifts & Mortgage Finance - 5.25%
Alliance Bancorp, Inc. of Pennsylvania		22,000		392,700
ASB Bancorp, Inc.*+		21,000		431,760
Bank Mutual Corp.		129,000		884,940
BankFinancial Corp.		76,279		904,669
Cape Bancorp, Inc.		42,102		396,180
Chicopee Bancorp, Inc.+		26,500		443,875
Citizens Community Bancorp, Inc.		20,000		182,000
Eagle Bancorp Montana, Inc.		6,289		68,236
ESB Financial Corp.+		12,600		238,644
ESSA Bancorp, Inc.		37,400		448,800
Federal Agricultural Mortgage Corp., Class C		24,200		734,228
First Defiance Financial Corp.		44,900		1,529,294
First Financial Northwest, Inc.		61,600		741,664


Industry Company	Shares		Value

Thrifts & Mortgage Finance (continued)
Fox Chase Bancorp, Inc.		14,133	$	235,597
Franklin Financial Corp.*		32,800		694,704
Guaranty Federal Bancshares, Inc.+		20,856		279,470
Hampden Bancorp, Inc.		13,089		280,105
Heritage Financial Group, Inc.		21,900		567,210
HF Financial Corp.		12,000		167,400
Hingham Institution for Savings		2,500		217,525
HMN Financial, Inc.*		25,000		310,000
Home Bancorp, Inc.		48,000		1,101,120
HomeStreet, Inc.		20,000		348,200
HopFed Bancorp, Inc.		13,088		166,479
Lake Shore Bancorp, Inc.+		22,150		295,702
Louisiana Bancorp, Inc.+		19,000		430,920
Meta Financial Group, Inc.		17,155		601,111
Naugatuck Valley Financial Corp.*		28,501		244,824
New Hampshire Thrift Bancshares, Inc.		18,250		285,065
Northeast Community Bancorp, Inc.		55,658		401,851
Ocean Shore Holding Co.+		51,837		746,971
OceanFirst Financial Corp.		29,200		500,488
Oneida Financial Corp.+		20,000		252,400
Provident Financial Holdings, Inc.		63,617		962,525
Pulaski Financial Corp.		43,500		536,355
Riverview Bancorp, Inc.*		67,406		301,979
Security National Financial Corp., Class A*+		36,750		211,680
SI Financial Group, Inc.		34,276		381,835
Simplicity Bancorp, Inc.		58,555		1,004,218
Southern Missouri Bancorp, Inc.		50		1,898
Territorial Bancorp, Inc.		22,300		480,565
Timberland Bancorp, Inc.		24,222		256,753
United Community Bancorp		6,200		72,230
United Community Financial Corp.		137,800		739,986
Wayne Savings Bancshares, Inc.+		7,800		102,024
Westfield Financial, Inc.		64,100		470,494

				21,046,674

Trading Companies & Distributors - 0.79%
AeroCentury Corp.*+		10,900		94,939
BlueLinx Holdings, Inc.*		37,724		43,760
EnviroStar, Inc.+		35,000		99,050
General Finance Corp.*		60,000		591,600


37		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company		Shares		Value

Common Stocks (continued)
Trading Companies & Distributors (continued)
Houston Wire & Cable Co.			52,900	$	632,155
Lawson Products, Inc.*			32,400		860,868
Titan Machinery, Inc.*+			18,000		250,920
Transcat, Inc.*			5,000		50,350
Willis Lease Finance Corp.*			24,400		534,360

					3,158,002

Water Utilities - 0.56%
Artesian Resources Corp., Class A			21,500		485,685
Cadiz, Inc.*+			11,700		131,040
York Water Co.+			69,850		1,621,218

					2,237,943

Wireless Telecommunication Services - 0.26%
Boingo Wireless, Inc.*+			70,000		536,900
Spok Holdings, Inc.			30,000		520,800

					1,057,700

TOTAL COMMON STOCKS - 99.36%					398,175,602

(Cost $269,665,107)

EXCHANGE TRADED FUND - 0.32%
iShares Micro-Cap ETF+			16,525		1,272,094

TOTAL EXCHANGE TRADED FUND - 0.32%					1,272,094

(Cost $442,002)

WARRANTS - 0.01%
Biotime, Inc.,expire 10/01/18*+			16,058		16,861

TOTAL WARRANTS - 0.01%					16,861

(Cost $15,589)

	Rate^	Shares		Value

MONEY MARKET FUND - 0.18%
Dreyfus Cash Management-Inst Fund	0.03%		737,063		737,063

TOTAL MONEY MARKET FUND - 0.18%					737,063

(Cost $737,063)

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 10.59%
Dreyfus Cash Management Fund**	0.03%		42,446,552		42,446,552

TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 10.59%					42,446,552

(Cost $42,446,552)


	Value

TOTAL INVESTMENTS - 110.46%	$	442,648,172
(Cost $313,306,313)

Liabilities in Excess of Other Assets - (10.46%)		(41,910,877	)

NET ASSETS - 100.00%	$	400,737,295

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

^	Rate disclosed as of December 31, 2014.

+	This security or a portion of the security is out on loan as of December 31, 2014. Total loaned securities had a value of $40,839,065 as of December 31, 2014.

LLC - Limited Liability Company

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2014

(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	$	398,175,602	$	—	$	—	$	398,175,602
Exchange Traded Fund		1,272,094		—		—		1,272,094
Warrants		16,861		—		—		16,861
Money Market Fund		—		737,063		—		737,063
Investments Purchased with Cash Proceeds from Securities Lending		—		42,446,552		—		42,446,552

TOTAL	$	399,464,557	$	43,183,615	$	—	$	442,648,172

See Notes to Financial Statements.


www.bridgeway.com		38


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

December 31, 2014

Dear Fellow Small-Cap Momentum Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 7.43%, underperforming our primary market benchmark, the Russell 2000 Index (+9.73%). While it was a good quarter in absolute terms, we are disappointed with our relative returns.

For the six-month “semi-annual” period ending December 31, 2014, our Fund declined 1.16%, trailing the Russell 2000 Index (+1.65%).

For the calendar year, our Fund declined 0.94%, underperforming the Russell 2000 Index (+4.89%).

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, 2014


										Annualized
	Quarter			6 Months			1 Year			Since Inception (5/28/10)

Small-Cap Momentum Fund		7.43	%		-1.16	%		-0.94	%		14.01	%
Russell 2000 Index		9.73	%		1.65	%		4.89	%		15.48	%

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, 2014, Small-Cap Momentum Fund ranked 731st of 801 small-cap core funds for the twelve months ending December 31, 2014 and 395th of 631 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, 2014 (Unaudited)


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

Small-Cap Momentum Fund vs. Russell 2000 Index

from Inception 5/28/10 to 12/31/14

LOGO

Detailed Explanation of Quarterly Performance

Within our universe of small companies, price momentum generally performed poorly relative to the non-momentum stocks in the December quarter. The risk-adjustment overlay feature of the Fund further hurt in the up market.

Detailed Explanation of Calendar Year Performance

Similar to the quarter, momentum holdings lagged the Russell 2000 Index for the calendar year, and the risk-adjustment overlay feature detracted from performance. Holdings in the Information Technology, Consumer Discretionary and Financials sectors hurt the Fund’s relative performance for the year.

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Hawaiian Electric Industries, Inc.	Electric Utilities	0.7%
2	Bruker Corp.	Life Sciences Tools & Services	0.7%
3	Strategic Hotels & Resorts, Inc.	Real Estate Investment Trusts (REITs)	0.7%
4	First Horizon National Corp.	Commercial Banks	0.7%
5	Radian Group, Inc.	Thrifts & Mortgage Finance	0.7%
6	DCT Industrial Trust, Inc.	Real Estate Investment Trusts (REITs)	0.7%
7	IDACORP, Inc.	Electric Utilities	0.7%
8	Cavium, Inc.	Semiconductors & Semiconductor Equipment	0.6%
9	LifePoint Hospitals, Inc.	Health Care Providers & Services	0.6%
10	Bright Horizons Family Solutions, Inc.	Diversified Consumer Services	0.6%
	Total		6.7%


www.bridgeway.com		40


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

Industry Sector Representation as of December 31, 2014


	% of Net Assets		% of Russell 2000 Index		Difference
Consumer Discretionary		8.9%		13.7%		-4.8%
Consumer Staples		2.5%		3.3%		-0.8%
Energy		0.4%		3.5%		-3.1%
Financials		33.4%		24.2%		9.2%
Health Care		14.4%		14.8%		-0.4%
Industrials		12.5%		13.8%		-1.3%
Information Technology		14.7%		17.9%		-3.2%
Materials		3.1%		4.5%		-1.4%
Telecommunication Services		1.8%		0.8%		1.0%
Utilities		8.2%		3.6%		4.6%
Cash & Other Assets		0.2%		0.0%		0.2%
Total		100.0%		100.0%

Disclaimer

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 Small-Cap Momentum Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team


41		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Momentum Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

COMMON STOCKS - 99.82%
Aerospace & Defense - 0.16%
Astronics Corp.*		125	$	6,914
SIFCO Industries, Inc.		50		1,458

				8,372

Air Freight & Logistics - 0.84%
Forward Air Corp.		290		14,607
XPO Logistics, Inc.*+		700		28,616

				43,223

Airlines - 0.29%
Hawaiian Holdings, Inc.*		575		14,979

Auto Components - 0.79%
Cooper Tire & Rubber Co.		565		19,577
Gentherm, Inc.*		345		12,634
Motorcar Parts of America, Inc.*		200		6,218
Strattec Security Corp.		30		2,477

				40,906

Beverages - 0.20%
Coca-Cola Bottling Co. Consolidated		80		7,042
MGP Ingredients, Inc.		200		3,172

				10,214

Biotechnology - 4.11%
Anacor Pharmaceuticals, Inc.*+		450		14,513
BioCryst Pharmaceuticals, Inc.*+		750		9,120
BioSpecifics Technologies Corp.*		50		1,931
Bluebird Bio, Inc.*+		300		27,516
Catalyst Pharmaceutical Partners, Inc.*		750		2,228
Chimerix, Inc.*		390		15,701
China Biologic Products, Inc.*		255		17,144
Enanta Pharmaceuticals, Inc.*+		200		10,170
Esperion Therapeutics, Inc.*		200		8,088
Exact Sciences Corp.*+		900		24,696
Karyopharm Therapeutics, Inc.*+		350		13,100
KYTHERA Biopharma-ceuticals, Inc.*+		250		8,670
Ophthotech Corp.*		350		15,704
OvaScience, Inc.*+		250		11,055
PTC Therapeutics, Inc.*+		350		18,120


Industry Company	Shares		Value

Biotechnology (continued)
Repligen Corp.*		350	$	6,930
TG Therapeutics, Inc.*+		450		7,128

				211,814

Building Products - 0.49%
Apogee Enterprises, Inc.		300		12,711
Nortek, Inc.*		155		12,606

				25,317

Capital Markets - 1.61%
Actua Corp.*+		450		8,312
BGC Partners, Inc., Class A		2,000		18,300
Calamos Asset Management, Inc., Class A		200		2,664
Cowen Group, Inc., Class A*		1,200		5,760
Diamond Hill Investment Group, Inc.		35		4,831
HFF, Inc., Class A		400		14,368
Marcus & Millichap, Inc.*		400		13,300
Piper Jaffray Cos.*		155		9,004
Westwood Holdings Group, Inc.		100		6,182

				82,721

Chemicals - 1.26%
Chase Corp.		100		3,599
FutureFuel Corp.		450		5,859
Minerals Technologies, Inc.		360		25,002
Sensient Technologies Corp.		500		30,170

				64,630

Commercial Banks - 6.72%
Access National Corp.		100		1,693
Ameris Bancorp		245		6,282
Banco Latinoamericano de Comercio Exterior SA		400		12,040
Bank of Kentucky Financial Corp. (The)		55		2,655
Bank of Marin Bancorp		50		2,630
Bank of the Ozarks, Inc.		800		30,336
Bridge Capital Holdings*		150		3,357
BSB Bancorp, Inc.*		100		1,863
Capital Bank Financial Corp., Class A*		325		8,710
Capital City Bank Group, Inc.		200		3,108
Centerstate Banks, Inc.		500		5,955


www.bridgeway.com		42


Small-Cap Momentum Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Commercial Banks (continued)
Columbia Banking System, Inc.		550	$	15,186
Customers Bancorp, Inc.*		284		5,527
Eagle Bancorp, Inc.*		235		8,347
Enterprise Bancorp, Inc.		100		2,525
First Bancorp		200		3,694
First Business Financial Services, Inc.		50		2,396
First Citizens BancShares, Inc., Class A		85		21,487
First Horizon National Corp.		2,530		34,357
First NBC Bank Holding Co.*		200		7,040
Great Southern Bancorp, Inc.		150		5,950
Heritage Oaks Bancorp		350		2,936
Iberiabank Corp.		350		22,698
Independent Bank Corp., MA		250		10,702
Independent Bank Corp., MI		225		2,936
International Bancshares Corp.		700		18,578
NewBridge Bancorp*		350		3,048
Old Line Bancshares, Inc.		100		1,582
Pacific Premier Bancorp, Inc.*		200		3,466
Palmetto Bancshares, Inc.+		150		2,505
Park Sterling Corp.		500		3,675
Pinnacle Financial Partners, Inc.		375		14,828
Preferred Bank		150		4,184
PrivateBancorp, Inc.		825		27,555
Southside Bancshares, Inc.		162		4,683
Southwest Bancorp, Inc.		200		3,472
United Bankshares, Inc.		725		27,151
Yadkin Financial Corp.*		350		6,878

				346,015

Commercial Services & Supplies - 3.07%
Covanta Holding Corp.		1,400		30,814
InnerWorkings, Inc.*		600		4,674
Kimball International, Inc.,
Class B		350		3,192
Knoll, Inc.		500		10,585
MSA Safety, Inc.		400		21,236
Multi-Color Corp.		150		8,313
Ritchie Bros Auctioneers, Inc.		1,150		30,924
Tetra Tech, Inc.		650		17,355
UniFirst Corp.		150		18,218


Industry Company	Shares		Value

Commercial Services & Supplies (continued)
US Ecology, Inc.		190	$	7,623
Viad Corp.		200		5,332

				158,266

Communications Equipment - 1.29%
Infinera Corp.*		1,350		19,872
InterDigital, Inc.		400		21,160
Ituran Location & Control, Ltd.		250		5,500
Polycom, Inc.*		1,475		19,912

				66,444

Computers & Peripherals - 1.29%
Electronics for Imaging, Inc.*		460		19,702
Lexmark International, Inc.,
Class A		610		25,175
Quantum Corp.*		2,750		4,840
Super Micro Computer, Inc.*		475		16,568

				66,285

Construction & Engineering - 0.54%
Argan, Inc.		150		5,046
Granite Construction, Inc.		400		15,208
Integrated Electrical
Services, Inc.*		250		1,950
MYR Group, Inc.*		200		5,480

				27,684

Consumer Finance - 0.58%
Credit Acceptance Corp.*		220		30,010

Distributors - 0.27%
Core-Mark Holding Co., Inc.		225		13,934

Diversified Consumer Services - 2.53%
Bright Horizons Family Solutions, Inc.*		700		32,907
Collectors Universe, Inc.		75		1,564
DeVry Education Group, Inc.		640		30,381
Grand Canyon Education, Inc.*		500		23,330
Houghton Mifflin Harcourt Co.*		1,500		31,065
Liberty Tax, Inc.*+		100		3,574
Strayer Education, Inc.*		100		7,428

				130,249

Diversified Telecommunication Services - 0.92%
Atlantic Tele-Network, Inc.		150		10,138


43		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Momentum Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Diversified Telecommunication Services (continued)
Consolidated Communications Holdings, Inc.+		536	$	14,917
FairPoint Communications, Inc.*		300		4,263
inContact, Inc.*		650		5,714
Iridium Communications, Inc.*		1,000		9,750
Straight Path Communications, Inc., Class B*		150		2,842

				47,624

Electric Utilities - 3.87%
ALLETE, Inc.		450		24,813
El Paso Electric Co.		425		17,026
Empire District Electric Co. (The)		475		14,126
Hawaiian Electric Industries, Inc.+		1,100		36,828
IDACORP, Inc.		510		33,757
MGE Energy, Inc.		350		15,964
PNM Resources, Inc.		850		25,186
UIL Holdings Corp.		600		26,124
Unitil Corp.		150		5,500

				199,324

Electrical Equipment - 0.36%
Enphase Energy, Inc.*+		450		6,430
Orbotech, Ltd.*		450		6,660
Plug Power, Inc.*		1,850		5,550

				18,640

Electronic Equipment, Instruments & Components - 1.64%
Control4 Corp.*+		250		3,842
Methode Electronics, Inc.		365		13,326
Park Electrochemical Corp.		250		6,232
Rogers Corp.*		200		16,288
Sanmina Corp.*		875		20,589
Tech Data Corp.*		380		24,027

				84,304

Energy Equipment & Services - 0.58%
Portland General Electric Co.		790		29,886

Food & Staples Retailing - 0.18%
Pantry, Inc. (The)*		250		9,265

Food Products - 1.38%
Calavo Growers, Inc.		150		7,095
Farmer Bros. Co.*		145		4,270
J&J Snack Foods Corp.		200		21,754


Industry Company	Shares		Value

Food Products (continued)
John B. Sanfilippo & Son, Inc.		100	$	4,550
Lancaster Colony Corp.		270		25,283
SunOpta, Inc.*		700		8,295

				71,247

Gas Utilities - 2.03%
Chesapeake Utilities Corp.		137		6,803
Laclede Group, Inc. (The)		450		23,940
New Jersey Resources Corp.		450		27,540
Northwest Natural Gas Co.		300		14,970
Piedmont Natural Gas Co., Inc.		800		31,528

				104,781

Health Care Equipment & Supplies - 3.99%
Abaxis, Inc.		210		11,934
Alere, Inc.*		845		32,110
Cantel Medical Corp.		450		19,467
Cardiovascular Systems, Inc.*		350		10,528
Greatbatch, Inc.*		250		12,325
ICU Medical, Inc.*		150		12,285
Insulet Corp.*		600		27,636
Masimo Corp.*		550		14,487
Natus Medical, Inc.*		350		12,614
NuVasive, Inc.*		500		23,580
NxStage Medical, Inc.*		650		11,654
OraSure Technologies, Inc.*		600		6,084
Orthofix International N.V.*		175		5,261
Vascular Solutions, Inc.*		200		5,432

				205,397

Health Care Providers & Services - 3.35%
AMN Healthcare Services, Inc.*		500		9,800
Chemed Corp.+		165		17,436
Ensign Group, Inc. (The)		225		9,988
LifePoint Hospitals, Inc.*		460		33,079
Molina Healthcare, Inc.*		500		26,765
MWI Veterinary Supply, Inc.*		140		23,787
National Healthcare Corp.		140		8,798
PharMerica Corp.*		350		7,248
Providence Service Corp. (The)*		150		5,466
RadNet, Inc.*		450		3,843
Select Medical Holdings Corp.		1,400		20,160


www.bridgeway.com		44


Small-Cap Momentum Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Health Care Providers & Services (continued)
U.S. Physical Therapy, Inc.		150	$	6,294

				172,664

Health Care Technology - 0.35%
Computer Programs &
Systems, Inc.		120		7,290
Omnicell, Inc.*		330		10,930

				18,220

Hotels, Restaurants & Leisure - 2.71%
BJ’s Restaurants, Inc.*		250		12,552
Boyd Gaming Corp.*		1,150		14,697
Caesars Acquisition Co., Class A*+		1,450		14,950
ClubCorp Holdings, Inc.		700		12,551
Diamond Resorts International, Inc.*		825		23,018
Jack in the Box, Inc.		400		31,984
Marcus Corp. (The)		200		3,702
Nathan’s Famous, Inc.*		50		4,000
Papa John’s International, Inc.		395		22,041

				139,495

Household Durables - 1.03%
Cavco Industries, Inc.*		80		6,342
Helen of Troy, Ltd.*		325		21,145
iRobot Corp.*+		300		10,416
LGI Homes, Inc.*+		200		2,984
Libbey, Inc.*		225		7,074
Skullcandy, Inc.*		300		2,757
ZAGG, Inc.*		350		2,376

				53,094

Household Products - 0.60%
Harbinger Group, Inc.*		2,175		30,798

Insurance - 1.89%
Argo Group International Holdings, Ltd.		250		13,868
Crawford & Co., Class A+		600		5,142
Federated National Holding Co.		150		3,624
National Western Life
Insurance Co., Class A		40		10,770
Primerica, Inc.		550		29,843
Symetra Financial Corp.		1,250		28,812
United Insurance Holdings Corp.		250		5,488

				97,547


Industry Company	Shares		Value

Internet & Catalog Retail - 0.23%
MakeMyTrip, Ltd.*		450	$	11,696

Internet Software & Services - 0.80%
comScore, Inc.*		350		16,250
GTT Communications, Inc.*		300		3,969
Internap Corp.*		600		4,776
LogMeIn, Inc.*		250		12,335
TechTarget, Inc.*		350		3,980

				41,310

IT Services - 1.51%
Alliance Data Systems Corp.*		40		11,442
CACI International, Inc., Class A*		250		21,545
InterXion Holding NV*		725		19,822
Science Applications International Corp.		500		24,765

				77,574

Leisure Equipment & Products - 0.10%
Nautilus, Inc.*		350		5,313

Life Sciences Tools & Services - 1.92%
Bruker Corp.*		1,800		35,316
Charles River Laboratories International, Inc.*		480		30,547
Enzo Biochem, Inc.*		500		2,220
PAREXEL International Corp.*		550		30,558

				98,641

Machinery - 1.64%
EnPro Industries, Inc.*		230		14,435
ESCO Technologies, Inc.		240		8,856
Graham Corp.		100		2,877
Greenbrier Companies., Inc. (The)+		270		14,507
Hurco Companies, Inc.		75		2,557
John Bean Technologies Corp.		300		9,858
Lindsay Corp.+		115		9,860
Lydall, Inc.*		200		6,564
Miller Industries, Inc.		100		2,079
Tennant Co.		175		12,630

				84,223

Marine - 0.24%
Costamare, Inc.		705		12,415


45		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Momentum Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Media - 0.65%
A.H. Belo Corp., Class A		200	$	2,076
Eros International PLC*		600		12,696
Manchester United PLC, Class A*+		450		7,155
Reading International, Inc., Class A*		250		3,315
Rentrak Corp.*		115		8,374

				33,616

Metals & Mining - 0.59%
Century Aluminum Co.*		950		23,180
Materion Corp.		200		7,046

				30,226

Multi-Utilities - 1.46%
Avista Corp.		675		23,861
Black Hills Corp.		475		25,194
NorthWestern Corp.		465		26,310

				75,365

Oil, Gas & Consumable Fuels - 0.50%
Green Brick Partners, Inc.*		350		2,870
Green Plains, Inc.		400		9,912
Pacific Ethanol, Inc.*+		250		2,582
REX American Resources Corp.*		65		4,028
Westmoreland Coal Co.*		190		6,310

				25,702

Paper & Forest Products - 1.43%
Boise Cascade Co.*		425		15,789
Clearwater Paper Corp.*		190		13,024
Neenah Paper, Inc.		155		9,342
PH Glatfelter Co.		450		11,506
Resolute Forest Products, Inc.*		1,000		17,610
Wausau Paper Corp.		550		6,254

				73,525

Personal Products - 0.09%
IGI Laboratories, Inc.*		550		4,840

Pharmaceuticals - 0.88%
ANI Pharmaceuticals, Inc.*		100		5,639
BioDelivery Sciences International, Inc.*+		550		6,611
Lannett Co., Inc.*		350		15,008
Omeros Corp.*		350		8,673
Pernix Therapeutics Holdings, Inc.*		400		3,756
XenoPort, Inc.*		650		5,700

				45,387


Industry Company	Shares		Value

Professional Services - 0.72%
Acacia Research Corp.+		550	$	9,317
CRA International, Inc.*		100		3,032
Heartland Express, Inc.		920		24,849

				37,198

Real Estate Investment Trusts (REITs) - 20.03%
AG Mortgage Investment Trust, Inc.		300		5,571
Alexander’s, Inc.		50		21,859
American Assets Trust, Inc.		450		17,915
American Capital Mortgage Investment Corp.		505		9,514
American Residential Properties, Inc.*		350		6,150
Anworth Mortgage Asset Corp.		1,200		6,300
Apollo Commercial Real Estate Finance, Inc.+		500		8,180
Apollo Residential Mortgage, Inc.		350		5,520
Ashford Hospitality Trust, Inc.		950		9,956
Associated Estates Realty Corp.		600		13,926
Aviv REIT, Inc.		580		19,998
Capstead Mortgage Corp.+		1,050		12,894
Cedar Realty Trust, Inc.		850		6,239
Colony Financial, Inc.		1,090		25,964
CoreSite Realty Corp.		210		8,200
Cousins Properties, Inc.		2,350		26,837
CyrusOne, Inc.		400		11,020
CYS Investments, Inc.		1,725		15,042
DCT Industrial Trust, Inc.		950		33,877
DiamondRock Hospitality Co.		2,100		31,227
DuPont Fabros Technology, Inc.		875		29,085
EastGroup Properties, Inc.		315		19,946
Education Realty Trust, Inc.		516		18,880
Equity One, Inc.		1,235		31,320
Excel Trust, Inc.		650		8,704
FelCor Lodging Trust, Inc.		1,350		14,607
First Industrial Realty Trust, Inc.		1,200		24,672
Five Oaks Investment Corp.		150		1,620
Geo Group, Inc. (The)		800		32,288
Gladstone Commercial Corp.		200		3,434
Hatteras Financial Corp.		1,025		18,891
Healthcare Realty Trust, Inc.		970		26,500
Healthcare Trust of America, Inc., Class A		1,197		32,247


www.bridgeway.com		46


Small-Cap Momentum Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Real Estate Investment Trusts (REITs) (continued)
Hudson Pacific Properties, Inc.		700	$	21,042
Independence Realty Trust, Inc.		350		3,258
Invesco Mortgage Capital, Inc.		1,325		20,484
iStar Financial, Inc.*+		900		12,285
Lexington Realty Trust+		2,500		27,450
LTC Properties, Inc.		375		16,189
Medical Properties Trust, Inc.		1,875		25,838
MFA Financial, Inc.		3,950		31,560
Monmouth Real Estate Investment Corp.+		600		6,642
National Health Investors, Inc.		325		22,737
New York Mortgage Trust, Inc.+		1,100		8,481
One Liberty Properties, Inc.		150		3,550
Piedmont Office Realty Trust, Inc., Class A		1,650		31,086
Post Properties, Inc.		550		32,324
Preferred Apartment Communities, Inc., Class A		200		1,820
PS Business Parks, Inc.		265		21,078
QTS Realty Trust, Inc., Class A		300		10,152
Rexford Industrial Realty, Inc.		450		7,070
Ryman Hospitality Properties, Inc.+		510		26,897
Saul Centers, Inc.		200		11,438
Sovran Self Storage, Inc.		345		30,091
STAG Industrial, Inc.		700		17,150
Strategic Hotels & Resorts, Inc.*		2,650		35,060
Summit Hotel Properties, Inc.		950		11,818
Sun Communities, Inc.		500		30,230
Urstadt Biddle Properties, Inc., Class A		350		7,658

				1,031,771

Real Estate Management & Development - 0.50%
Kennedy-Wilson Holdings, Inc.		1,015		25,680

Road & Rail - 1.53%
Covenant Transportation Group, Inc., Class A*		150		4,066


Industry Company	Shares		Value

Road & Rail (continued)
Knight Transportation, Inc.		875	$	29,452
P.A.M. Transportation Services, Inc.*		100		5,184
Saia, Inc.*		250		13,840
USA Truck, Inc.*		100		2,840
Werner Enterprises, Inc.		750		23,362

				78,744

Semiconductors & Semiconductor Equipment - 5.17%
Ambarella, Inc.*+		300		15,216
Brooks Automation, Inc.		700		8,925
Cavium, Inc.*		540		33,383
Diodes, Inc.*		500		13,785
Entegris, Inc.*		1,500		19,815
FormFactor, Inc.*		600		5,160
Integrated Device Technology, Inc.*		1,600		31,360
Integrated Silicon Solution, Inc.		315		5,220
IXYS Corp.		350		4,410
MKS Instruments, Inc.		575		21,045
NVE Corp.*		50		3,540
PMC - Sierra, Inc.*		2,150		19,694
Silicon Laboratories, Inc.*		450		21,429
Spansion, Inc., Class A*		650		22,243
Tessera Technologies, Inc.		575		20,562
Tower Semiconductor, Ltd.*		550		7,332
Veeco Instruments, Inc.*		380		13,254

				266,373

Software - 3.10%
Blackbaud, Inc.		500		21,630
BroadSoft, Inc.*		300		8,706
Descartes Systems Group,
Inc. (The)*		800		11,856
Ellie Mae, Inc.*		300		12,096
Manhattan Associates, Inc.*		745		30,336
Proofpoint, Inc.*+		400		19,292
QAD, Inc., Class A		150		3,393
Synchronoss Technologies,
Inc.*		450		18,837
Take-Two Interactive
Software, Inc.*		830		23,265
VASCO Data Security
International, Inc.*+		365		10,297

				159,708

Specialty Retail - 0.60%
MarineMax, Inc.*		250		5,012


47		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Momentum Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Specialty Retail (continued)
Mattress Firm Holding Corp.*+		350	$	20,328
Systemax, Inc.*		400		5,400

				30,740

Textiles, Apparel & Luxury Goods - 0.21%
Perry Ellis International, Inc.*		150		3,890
Sequential Brands Group, Inc.*+		400		5,228
Superior Uniform Group, Inc.		50		1,468

				10,586

Thrifts & Mortgage Finance - 2.15%
BankFinancial Corp.		250		2,965
Beneficial Mutual Bancorp, Inc.*		800		9,816
EverBank Financial Corp.		1,325		25,254
Heritage Financial Group, Inc.		100		2,590
Hingham Institution for Savings		30		2,610
Kearny Financial Corp.*		740		10,175
Meridian Bancorp, Inc.*		606		6,799
Radian Group, Inc.		2,050		34,276
United Community Financial Corp.		550		2,954
ViewPoint Financial Group, Inc.		360		8,586
Waterstone Financial, Inc.		350		4,602

				110,627

Trading Companies & Distributors - 1.40%
Aircastle, Ltd.		850		18,165
GATX Corp.		435		25,030
General Finance Corp.*		300		2,958
H&E Equipment Services, Inc.		375		10,534
Lawson Products, Inc.*		100		2,657
Rush Enterprises, Inc., Class A*		400		12,820

				72,164

Water Utilities - 0.79%
American States Water Co.		400		15,064
California Water Service Group		500		12,305
Connecticut Water Service, Inc.		100		3,629
Middlesex Water Co.		150		3,459
SJW Corp.		200		6,424

				40,881


Industry Company	Shares		Value

Wireless Telecommunication Services - 0.66%
Shenandoah Telecommunications Co.		250	$	7,812
Spok Holdings, Inc.		250		4,340
United States Cellular Corp.*		550		21,906

				34,058

TOTAL COMMON STOCKS - 99.82%				5,141,712

(Cost $4,746,359)

EXCHANGE TRADED FUND - 0.04%
iShares Russell 2000 ETF		20		2,393

TOTAL EXCHANGE TRADED FUND - 0.04%				2,393

(Cost $2,298)


	Rate^			Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 10.44%
Dreyfus Cash Management Fund**		0.03	%		537,683		537,683

TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 10.44%							537,683

(Cost $537,683)
TOTAL INVESTMENTS - 110.30%						$	5,681,788
(Cost $5,286,340)
Liabilities in Excess of Other Assets - (10.30%)							(530,622	)

NET ASSETS - 100.00%						$	5,151,166

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

^	Rate disclosed as of December 31, 2014.

+	This security or a portion of the security is out on loan as of December 31, 2014. Total loaned securities had a value of $515,948 as of December 31, 2014.

PLC - Public Limited Company


www.bridgeway.com		48

Small-Cap Momentum Fund

LOGO

SCHEDULE OF INVESTMENTS (continued)


Summary of inputs used to value the Fund’s investments as of 12/31/2014 (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	$	5,141,712	$	—	$	—	$	5,141,712
Exchange Traded Fund		2,393		—		—		2,393
Investments Purchased with Cash Proceeds from Securities Lending		—		537,683		—		537,683

TOTAL	$	5,144,105	$	537,683	$	—	$	5,681,788

See Notes to Financial Statements.


49		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Growth Fund
MANAGER’S COMMENTARY
(Unaudited) December 31, 2014

Dear Fellow Small-Cap Growth Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 6.07%, underperforming our primary market benchmark, the Russell 2000 Growth Index (+10.06%), and our peer benchmark, the Lipper Small-Cap Growth Funds Index (+7.82%). It was a good quarter on an absolute basis but a poor quarter on a relative basis.

For the six-month “semi-annual” period ending December 31, 2014, our Fund was up 2.21%, trailing our primary market benchmark, the Russell 2000 Growth Index (+3.31%), but outperforming our peer benchmark, the Lipper Small-Cap Growth Funds Index (+1.94%).

For the calendar year, our Fund appreciated 6.13%, beating the Russell 2000 Growth Index (+5.60%), and the Lipper Small-Cap Growth Funds Index (+1.98%). 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, 2014
								Annualized
	Quarter		6 Months		1 Year			5 Years		10 Years		Since Inception (10/31/03)

Small-Cap Growth Fund		6.07%		2.21%		6.13	%		14.22%		5.34%	6.06%
Russell 2000 Growth Index		10.06%		3.31%		5.60	%		16.80%		8.54%	9.27%
Lipper Small-Cap Growth Funds Index		7.82%		1.94%		1.98	%		15.02%		7.38%	7.83%

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, 2014, Small-Cap Growth Fund ranked 97^th of 530 small-cap growth funds for the twelve months ending December 31, 2014, 324^th of 408 over the last five years, 268^th of 286 over the last ten years, and 236^th of 253 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		50


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

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

from Inception 10/31/03 to 12/31/14

LOGO

Detailed Explanation of Quarterly Performance

Stocks selected by our diversifying value metrics models, which comprise a minority of our holdings, underperformed for the quarter, posting an average return of 3.4% versus the Russell 2000 Growth Index’s return of 10.1%. While the Fund’s sector allocation was closely aligned with that of our primary market benchmark, holdings within the Health Care, Energy and Consumer Discretionary sectors detracted from our Fund’s relative return.

Detailed Explanation of Calendar Year Performance

Our diversifying value metrics and momentum models performed quite well relative to our primary index, while our core company financial health models lagged the index.

Energy stocks were the worst performing sector for the calendar year and detracted from both the absolute and relative returns. Holdings in the Information Technology and Consumer Staples sectors contributed the most to the Fund’s relative performance. Health Care holdings performed well for the calendar year despite the poor relative performance of this sector for the quarter.

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Basic Energy Services, Inc.	Energy Equipment & Services		1.9	%
2	Barrett Business Services, Inc.	Professional Services		1.7	%
3	Greenbrier Companies., Inc. (The)	Machinery		1.7	%
4	Super Micro Computer, Inc.	Computers & Peripherals		1.6	%
5	Constant Contact, Inc.	Internet Software & Services		1.6	%
6	Rexnord Corp.	Machinery		1.6	%
7	G-III Apparel Group, Ltd.	Textiles, Apparel & Luxury Goods		1.6	%
8	Hawaiian Holdings, Inc.	Airlines		1.6	%
9	Tower International, Inc.	Auto Components		1.6	%
10	Cavco Industries, Inc.	Household Durables		1.5	%
	Total			16.4	%


51		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

Industry Sector Representation as of December 31, 2014


	% of Net Assets			% of Russell 2000 Growth Index			Difference
Consumer Discretionary		18.1	%		15.7	%		2.4	%
Consumer Staples		4.4	%		3.8	%		0.6	%
Energy		3.6	%		2.9	%		0.7	%
Financials		7.1	%		7.8	%		-0.7	%
Health Care		21.1	%		24.0	%		-2.9	%
Industrials		16.6	%		14.5	%		2.1	%
Information Technology		22.5	%		25.7	%		-3.2	%
Materials		2.8	%		4.6	%		-1.8	%
Telecommunication Services		2.2	%		0.8	%		1.4	%
Utilities		0.0	%		0.2	%		-0.2	%
Cash & Other Assets		1.6	%		0.0	%		1.6	%
Total		100.0	%		100.0	%

Disclaimer

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		52


Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value
COMMON STOCKS - 98.52%
Airlines - 3.67%
Hawaiian Holdings, Inc.*+		20,500	$	534,025
Republic Airways Holdings, Inc.*		17,700		258,243
Spirit Airlines, Inc.*		6,200		468,596

				1,260,864

Auto Components - 3.07%
Tenneco, Inc.*		9,200		520,812
Tower International, Inc.*		20,900		533,995

				1,054,807

Automobiles - 1.12%
Winnebago Industries, Inc.		17,700		385,152

Biotechnology - 3.63%
CTI BioPharma Corp.*+		49,800		117,528
Insys Therapeutics, Inc.*+		7,100		299,336
MiMedx Group, Inc.*+		29,900		344,747
PDL BioPharma, Inc.+		63,000		485,730

				1,247,341

Building Products - 1.45%
NCI Building Systems, Inc.*		26,900		498,188

Capital Markets - 2.37%
FXCM, Inc., Class A+		27,200		450,704
Greenhill & Co., Inc.		6,400		279,040
RCS Capital Corp., Class A+		6,800		83,232

				812,976

Chemicals - 1.42%
Ferro Corp.*		37,500		486,000

Computers & Peripherals - 2.89%
Dot Hill Systems Corp.*		101,100		446,862
Super Micro Computer, Inc.*		15,600		544,128

				990,990

Containers & Packaging - 1.44%
Graphic Packaging Holding Co.*		36,200		493,044

Diversified Consumer Services - 2.11%
Grand Canyon Education, Inc.*		10,100		471,266
K12, Inc.*		21,200		251,644

				722,910

Diversified Financial Services - 1.46%
MarketAxess Holdings, Inc.		7,000		501,970


Industry Company	Shares		Value
Diversified Telecommunication Services - 2.02%
FairPoint Communications, Inc.*+		29,700	$	422,037
Inteliquent, Inc.		13,900		272,857

				694,894

Electronic Equipment, Instruments & Components - 3.26%
Benchmark Electronics, Inc.*		20,400		518,976
Methode Electronics, Inc.		14,000		511,140
MTS Systems Corp.		1,200		90,036

				1,120,152

Energy Equipment & Services - 1.89%
Basic Energy Services, Inc.*		92,800		650,528

Food Products - 1.65%
Cal-Maine Foods, Inc.+		12,600		491,778
Sanderson Farms, Inc.		900		75,623

				567,401

Health Care Equipment & Supplies - 4.08%
ABIOMED, Inc.*		8,900		338,734
Cardiovascular Systems, Inc.*		9,400		282,752
Thoratec Corp.*		15,300		496,638
Zeltiq Aesthetics, Inc.*+		10,100		281,891

				1,400,015

Health Care Providers & Services - 10.00%
Acadia Healthcare Co., Inc.*		7,700		471,317
Air Methods Corp.*		10,900		479,927
Alliance HealthCare Services, Inc.*		13,700		287,563
Amsurg Corp.*		8,500		465,205
Chemed Corp.+		4,500		475,515
HealthSouth Corp.		10,300		396,138
Magellan Health, Inc.*		8,100		486,243
Skilled Healthcare Group, Inc., Class A*		43,400		371,938

				3,433,846

Hotels, Restaurants & Leisure - 2.59%
Fiesta Restaurant Group, Inc.*		6,800		413,440
Red Robin Gourmet Burgers, Inc.*		6,200		477,245

				890,685

Household Durables - 1.55%
Cavco Industries, Inc.*		6,700		531,109


53		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value
Common Stocks (continued)
Household Products - 1.45%
Spectrum Brands Holdings, Inc.		5,200	$	497,536

Internet & Catalog Retail - 1.14%
Overstock.com, Inc.*+		16,200		393,174

Internet Software & Services - 1.91%
Constant Contact, Inc.*		14,800		543,160
Envestnet, Inc.*		2,300		113,022

				656,182

IT Services - 5.68%
Lionbridge Technologies, Inc.*		88,100		506,575
Luxoft Holding, Inc.*		11,900		458,269
MAXIMUS, Inc.		9,300		510,012
Syntel, Inc.*		10,600		476,788

				1,951,644

Leisure Equipment & Products - 0.96%
Smith & Wesson Holding Corp.*+		34,800		329,556

Life Sciences Tools & Services - 2.63%
Cambrex Corp.*		19,100		412,942
PAREXEL International Corp.*		8,800		488,928

				901,870

Machinery - 4.72%
Greenbrier Companies., Inc. (The)+		10,800		580,284
Rexnord Corp.*		19,200		541,632
Xerium Technologies, Inc.*		31,600		498,648

				1,620,564

Media - 0.30%
Loral Space & Communications, Inc.*		1,300		102,323

Metals & Mining - 1.50%
U.S. Silica Holdings, Inc.+		20,000		513,800

Oil, Gas & Consumable Fuels - 0.18%
Midstates Petroleum Co., Inc.*+		41,800		63,118

Personal Products - 1.31%
USANA Health Sciences, Inc.*+		4,400		451,396


Industry Company	Shares		Value


Pharmaceuticals - 0.80%
DepoMed, Inc.*		17,100	$	275,481

Professional Services - 3.85%
Barrett Business Services, Inc.		21,400		586,360
Kforce, Inc.		15,800		381,254
TrueBlue, Inc.*		15,900		353,775

				1,321,389

Real Estate Investment Trusts (REITs) - 0.48%
Saul Centers, Inc.		2,900		165,851

Real Estate Management & Development - 1.38%
Kennedy-Wilson Holdings, Inc.		18,700		473,110

Road & Rail - 2.88%
Saia, Inc.*		8,950		495,472
Swift Transportation Co.*		17,200		492,436

				987,908

Semiconductors & Semiconductor Equipment - 1.45%
Cascade Microtech, Inc.*		34,000		496,740

Software - 7.34%
ACI Worldwide, Inc.*		4,300		86,731
Aspen Technology, Inc.*		8,900		311,678
Fair Isaac Corp.		6,700		484,410
Interactive Intelligence Group, Inc.*		1,300		62,270
Manhattan Associates, Inc.*		12,300		500,856
Pegasystems, Inc.		5,200		108,004
Take-Two Interactive Software, Inc.*		16,200		454,086
VASCO Data Security International, Inc.*+		18,200		513,422

				2,521,457

Specialty Retail - 3.69%
Christopher & Banks Corp.*		13,300		75,943
Conn’s, Inc.*+		27,800		519,582
Lithia Motors, Inc., Class A		5,700		494,133
Pier 1 Imports, Inc.		4,200		64,680
Sears Hometown & Outlet Stores, Inc.*		8,500		111,775

				1,266,113

Textiles, Apparel & Luxury Goods - 1.56%
G-III Apparel Group, Ltd.*		5,300		535,353


www.bridgeway.com		54


Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company		Shares	Value
Common Stocks (continued)
Thrifts & Mortgage Finance - 1.43%
BofI Holding, Inc.*		6,300	$	490,203

Wireless Telecommunication Services - 0.21%
NTELOS Holdings Corp.+		17,300		72,487

TOTAL COMMON STOCKS - 98.52%				33,830,127

(Cost $30,637,247)

EXCHANGE TRADED FUND – 1.49%
Exchange Traded Fund - 1.49%
iShares Russell 2000 Growth ETF+		3,600		512,568

TOTAL EXCHANGE TRADED FUND – 1.49 %				512,568

(Cost $495,823)

	Rate^	Shares	Value

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 20.07%
Dreyfus Cash Management Fund**	0.03%	6,892,450		6,892,450

TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 20.07%				6,892,450

(Cost $6,892,450)

TOTAL INVESTMENTS - 120.08%			$	41,235,145
(Cost $38,025,520)
Liabilities in Excess of Other Assets - (20.08%)				(6,895,281	)

NET ASSETS - 100.00%			$	34,339,864

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

^	Rate disclosed as of December 31, 2014.

+	This security or a portion of the security is out on loan as of December 31, 2014. Total loaned securities had a value of $6,641,052 as of December 31, 2014.

Summary of inputs used to value the Fund’s investments as of 12/31/2014 (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	$	33,830,127	$	—	$	—	$	33,830,127
Exchange Traded Fund		512,568		—		—		512,568
Investments Purchased with Cash Proceeds from Securities Lending		—		6,892,450		—		6,892,450

TOTAL	$	34,342,695	$	6,892,450	$	—	$	41,235,145


See Notes to Financial Statements.


55		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Value Fund
MANAGER’S COMMENTARY
(Unaudited) December 31, 2014

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 7.66%, underperforming our primary market benchmark, the Russell 2000 Value Index (+9.40%), but outperforming our peer benchmark, the Lipper Small-Cap Value Funds Index (+5.99%). This was a mixed quarter.

For the six-month “semi-annual” period ending December 31, 2014, our Fund was down 2.10%, trailing our primary market benchmark, the Russell 2000 Value Index (+.01%), and our peer benchmark, the Lipper Small-Cap Value Funds Index (-1.61%).

For the calendar year, our Fund appreciated 0.79%, trailing both of our benchmarks. We are leading our primary market benchmark in the five- and ten-year periods, but are still lagging our primary and peer benchmarks in the inception-to-date period.

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, 2014


				Annualized
	Quarter	6 Months	1 Year	5 Years	10 Years	Since Inception (10/31/03)
Small-Cap Value Fund	7.66%	-2.10%	0.79%	14.95%	7.12%	8.14%
Russell 2000 Value Index	9.40%	0.01%	4.22%	14.26%	6.89%	8.78%
Lipper Small-Cap Value Funds Index	5.99%	-1.61%	3.05%	14.03%	7.54%	9.30%

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, 2014, Small-Cap Value Fund ranked 245th of 295 small-cap value funds for the twelve months ending December 31, 2014, 95th of 203 over the last five years, 93rd of 145 over the last ten years, and 92nd of 110 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		56


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

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

from Inception 10/31/03 to 12/31/14

LOGO

Detailed Explanation of Quarterly Performance

The Fund’s investment in deeper value stocks across multiple value metrics detracted from relative performance. Additionally, greater exposure to higher momentum stocks and more volatile stocks worked against the Fund for the quarter. Looking at sector performance, the allocations and stock selection in the Energy and Consumer Discretionary sectors contributed to the Fund’s underperformance.

Detailed Explanation of Calendar Year Performance

The Fund’s exposure to deeper value and more volatile stocks contributed to the Fund’s underperformance for the calendar year. Energy and Consumer Discretionary sector holdings detracted the most from the Fund’s absolute performance for the calendar year. Overweighting in the Energy sector and holdings in the Consumer Discretionary sector hurt the Fund’s relative performance. Additionally, our company financial health models significantly lagged the primary benchmark performance.

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Hawaiian Holdings, Inc.	Airlines	2.6%
2	Sanmina Corp.	Electronic Equipment, Instruments & Components	1.8%
3	Unisys Corp.	IT Services	1.6%
4	Platinum Underwriters Holdings, Ltd.	Insurance	1.6%
5	Green Plains, Inc.	Oil, Gas & Consumable Fuels	1.6%
6	Matthews International Corp., Class A	Diversified Consumer Services	1.5%
7	Community Bank System, Inc.	Commercial Banks	1.5%
8	Take-Two Interactive Software, Inc.	Software	1.4%
9	First American Financial Corp.	Insurance	1.4%
10	Magellan Health, Inc.	Health Care Providers & Services	1.4%
	Total		16.4%


57		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

Industry Sector Representation as of December 31, 2014


	% of Net Assets			% of Russell 2000 Value Index			Difference
Consumer Discretionary		6.3	%		11.7	%		-5.4	%
Consumer Staples		2.3	%		2.8	%		-0.5	%
Energy		6.6	%		4.1	%		2.5	%
Financials		37.8	%		40.9	%		-3.1	%
Health Care		5.6	%		5.4	%		0.2	%
Industrials		19.2	%		13.0	%		6.2	%
Information Technology		11.9	%		10.0	%		1.9	%
Materials		3.7	%		4.4	%		-0.7	%
Telecommunication Services		1.8	%		0.8	%		1.0	%
Utilities		4.9	%		6.9	%		-2.0	%
Cash & Other Assets		0.0	%		0.0	%		0.0	%
Total		100.0	%		100.0	%

Disclaimer

Conclusion

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

Sincerely,

The Investment Management Team


www.bridgeway.com		58


Small-Cap Value Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

COMMON STOCKS - 99.96%
Aerospace & Defense - 2.21%
Curtiss-Wright Corp.		12,900	$	910,611
Engility Holdings, Inc.*		19,300		826,040

				1,736,651

Air Freight & Logistics - 1.07%
XPO Logistics, Inc.*+		20,500		838,040

Airlines - 5.59%
Hawaiian Holdings, Inc.*+		77,500		2,018,875
JetBlue Airways Corp.*+		67,400		1,068,964
Republic Airways Holdings, Inc.*		60,900		888,531
SkyWest, Inc.		31,700		420,976

				4,397,346

Auto Components - 1.03%
Strattec Security Corp.		9,800		809,284

Biotechnology - 0.92%
PDL BioPharma, Inc.+		94,400		727,824

Capital Markets - 0.96%
Calamos Asset Management, Inc., Class A		56,500		752,580

Commercial Banks - 12.02%
Community Bank System, Inc.		30,500		1,162,965
First Interstate BancSystem, Inc., Class A		32,700		909,714
International Bancshares Corp.		33,300		883,782
Pinnacle Financial Partners, Inc.		25,100		992,454
PrivateBancorp, Inc.		31,000		1,035,400
UMB Financial Corp.		12,500		711,125
United Community Banks, Inc.		51,200		969,728
Webster Financial Corp.		29,800		969,394
Westamerica Bancorp.		16,100		789,222
Wintrust Financial Corp.		21,900		1,024,044

				9,447,828

Commercial Services & Supplies - 2.10%
ACCO Brands Corp.*		85,600		771,256
Multi-Color Corp.		15,900		881,178

				1,652,434

Communications Equipment - 1.00%
ShoreTel, Inc.*		106,600		783,510


Industry Company	Shares		Value



Consumer Finance - 1.55%
Cash America International, Inc.		22,200	$	502,164
Nelnet, Inc., Class A		15,400		713,482

				1,215,646

Distributors - 1.27%
Core-Mark Holding Co., Inc.		16,100		997,073

Diversified Consumer Services - 1.49%
Matthews International Corp., Class A		24,100		1,172,947

Diversified Financial Services - 1.77%
Enova International, Inc.*		20,313		452,167
PHH Corp.*		39,300		941,628

				1,393,795

Diversified Telecommunication Services - 1.81%
FairPoint Communications, Inc.*+		47,300		672,133
Intelsat SA*		43,200		749,952

				1,422,085

Electric Utilities - 0.79%
Empire District Electric Co. (The)+		21,000		624,540

Electronic Equipment, Instruments & Components - 4.85%
Insight Enterprises, Inc.*		30,000		776,700
Sanmina Corp.*		58,700		1,381,211
ScanSource, Inc.*		22,100		887,536
TTM Technologies, Inc.*		101,500		764,295

				3,809,742

Energy Equipment & Services - 0.71%
Pioneer Energy Services Corp.*		100,500		556,770

Food & Staples Retailing - 0.98%
Pantry, Inc. (The)*		20,900		774,554

Food Products - 1.30%
Chiquita Brands
International, Inc.*		70,800		1,023,768

Gas Utilities - 1.97%
Chesapeake Utilities Corp.		11,900		590,954
New Jersey Resources Corp.		15,700		960,840

				1,551,794

Semi-Annual Report | December 31, 2014 (Unaudited)


Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Health Care Equipment & Supplies - 1.14%
Greatbatch, Inc.*		18,200	$	897,260

Health Care Providers & Services - 3.53%
Addus HomeCare Corp.*		35,400		859,158
Magellan Health, Inc.*		18,200		1,092,546
Owens & Minor, Inc.		23,500		825,085

				2,776,789

Insurance - 9.84%
CNO Financial Group, Inc.		54,400		936,768
FBL Financial Group, Inc., Class A		12,000		696,360
Fidelity & Guaranty Life		34,000		825,180
First American Financial Corp.		32,500		1,101,750
Maiden Holdings, Ltd.		67,500		863,325
OneBeacon Insurance Group, Ltd., Class A		60,220		975,564
Platinum Underwriters Holdings, Ltd.		17,200		1,262,824
Symetra Financial Corp.		46,500		1,071,825

				7,733,596

Internet Software & Services - 0.74%
EarthLink Holdings Corp.		132,000		579,480

IT Services - 1.61%
Unisys Corp.*		42,900		1,264,692

Machinery - 5.01%
Greenbrier Companies., Inc. (The)+		11,700		628,641
Lydall, Inc.*		31,000		1,017,420
Meritor, Inc.*		66,400		1,005,960
Standex International Corp.		9,900		764,874
Titan International, Inc.+		49,200		522,996

				3,939,891

Marine - 1.00%
Matson, Inc.		22,800		787,056

Metals & Mining - 2.62%
Century Aluminum Co.*		34,800		849,120
Kaiser Aluminum Corp.+		12,200		871,446
Noranda Aluminum Holding Corp.		95,500		336,160

				2,056,726

Multi-Utilities - 1.09%
Black Hills Corp.		16,100		853,944

Oil, Gas & Consumable Fuels - 5.87%
Alon USA Energy, Inc.		48,600		615,762


Industry Company	Shares		Value

Oil, Gas & Consumable Fuels (continued)
Energy XXI, Ltd.+		31,100	$	101,386
Green Plains, Inc.+		49,900		1,236,522
Pacific Ethanol, Inc.*		36,800		380,144
Renewable Energy Group, Inc.*		77,000		747,670
REX American Resources Corp.*		15,800		979,126
Stone Energy Corp.*		32,966		556,466

				4,617,076

Paper & Forest Products - 1.05%
Neenah Paper, Inc.		13,700		825,699

Real Estate Investment Trusts (REITs) - 7.86%
Education Realty Trust, Inc.		26,233		959,866
EPR Properties		15,700		904,791
FelCor Lodging Trust, Inc.		81,000		876,420
Government Properties Income Trust		34,300		789,243
Hudson Pacific Properties, Inc.		32,300		970,938
Inland Real Estate Corp.		75,500		826,725
Ramco-Gershenson Properties Trust		45,400		850,796

				6,178,779

Road & Rail - 1.27%
Werner Enterprises, Inc.		32,000		996,800

Semiconductors & Semiconductor Equipment - 1.34%
Amkor Technology, Inc.*		148,000		1,050,800

Software - 2.41%
Mentor Graphics Corp.		35,000		767,200
Take-Two Interactive
Software, Inc.*		40,300		1,129,609

				1,896,809

Specialty Retail - 1.20%
Outerwall, Inc.*+		12,600		947,772

Textiles, Apparel & Luxury Goods - 1.29%
Skechers U.S.A., Inc., Class A*		18,300		1,011,075

Thrifts & Mortgage Finance - 3.77%
Capitol Federal Financial, Inc.		71,900		918,882
Flagstar Bancorp, Inc.*		48,900		769,197
Home Loan Servicing Solutions, Ltd.+		42,400		827,648


www.bridgeway.com		60


Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company		Shares	Value

Common Stocks (continued)
Thrifts & Mortgage Finance (continued)
United Financial Bancorp, Inc.		31,500	$ 452,340

			2,968,067

Trading Companies & Distributors - 0.90%
Rush Enterprises, Inc., Class A*		22,100	708,305

Water Utilities - 1.03%
California Water Service Group		33,000	812,130

TOTAL COMMON STOCKS - 99.96%			78,590,957

(Cost $71,838,259)

	Rate^	Shares	Value

MONEY MARKET FUND - 0.03%
Dreyfus Cash Management Fund	0.03%	20,882	20,882

TOTAL MONEY MARKET FUND - 0.03%			20,882

(Cost $20,882)

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 10.34%
Dreyfus Cash Management Fund**	0.03%	8,128,857	8,128,857

TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 10.34%			8,128,857

(Cost $8,128,857)

Total Investments - 110.33%			$86,740,696
(Cost $79,987,998)
Liabilities in Excess of Other Assets - (10.33%)			(8,122,895)

NET ASSETS - 100.00%			$78,617,801

* Non-income producing security. ** This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014. ^ Rate disclosed as of December 31, 2014. + This security or a portion of the security is out on loan as of December 31, 2014. Total loaned securities had a value of $7,869,615 as of December 31, 2014.

Summary of inputs used to value the Fund’s investments as of 12/31/2014 (See Note 2 in Notes to Financial Statements):


	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total

Common Stocks	$	78,590,957	$	—	$	—	$	78,590,957
Money Market Fund		—		20,882		—		20,882
Investments Purchased with Cash Proceeds from Securities Lending		—		8,128,857		—		8,128,857

TOTAL	$	78,590,957	$	8,149,739	$	—	$	86,740,696

See Notes to Financial Statements


61		Semi-Annual Report \| December 31, 2014 (Unaudited)


Large-Cap Growth Fund
MANAGER’S COMMENTARY
(Unaudited) December 31, 2014

Dear Fellow Large-Cap Growth Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 8.62%, outperforming our primary market benchmark, the Russell 1000 Growth Index (+4.78%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+4.55%). We are pleased with the results.

For the six-month “semi-annual” period ending December 31, 2014, our Fund was up 10.80%, outperforming our primary market benchmark, the Russell 1000 Growth Index (+6.34%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+5.88%).

For the calendar year, our Fund was up 18.66%, beating our primary market benchmark, the Russell 1000 Growth Index (+13.05%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+10.34%). It was a good year for the Fund on an absolute and relative basis. We are now leading our benchmarks in the five-year period, but we are slightly lagging our primary benchmark in the longer 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, 2014



				Annualized
	Quarter	6 Months	1 Year	5 Years	10 Years	Since Inception (10/31/03)

Large-Cap Growth Fund	8.62%	10.80%	18.66%	16.31%	8.05%	8.13%
Russell 1000 Growth Index	4.78%	6.34%	13.05%	15.81%	8.49%	8.59%
Lipper Large-Cap Growth Funds Index	4.55%	5.88%	10.34%	14.12%	7.37%	7.62%

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, 2014, Large-Cap Growth Fund ranked 12th of 557 multi-cap growth funds for the twelve months ending December 31, 2014, 86th of 417 over the last five years, 132nd of 269 over the last ten years, and 148th of 248 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		62


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

Large-Cap Growth Fund vs. Russell 1000 Growth Index & Lipper Large-Cap Growth Funds Index from Inception 10/31/03 to 12/31/14

from Inception 10/31/03 to 12/31/14

LOGO

Detailed Explanation of Quarterly Performance

The Fund’s non-market cap-weighted design, which gives the Fund less exposure to mega-cap stocks, helped relative returns versus the Russell 1000 Growth Index in a quarter when stocks at the very largest end of the size spectrum lagged. In addition, the models identifying company financial health as well as our momentum models performed exceptionally well this quarter. Strong stock selection also contributed to the Fund’s performance, with particularly strong holdings in the Industrials and Information Technology sectors.

Detailed Explanation of Calendar Year Performance

For the calendar year, the Fund outperformed its primary benchmark, the Russell 1000 Growth Index. Broad based model performance and strong stock selection in the Industrials, Health Care and Consumer Discretionary sectors contributed to the Fund’s outperformance. In a year when the Energy sector did not perform well, the lower energy prices benefited the airline industry. Airline stocks within the Industrials sector contributed 2.5% to the Fund’s relative return.

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Apple, Inc.	Computers & Peripherals	2.7%
2	Southwest Airlines Co.	Airlines	2.4%
3	United Continental Holdings, Inc.	Airlines	2.3%
4	Regeneron Pharmaceuticals, Inc.	Biotechnology	2.1%
5	Kroger Co. (The)	Food & Staples Retailing	2.1%
6	Tesoro Corp.	Oil, Gas & Consumable Fuels	2.0%
7	HCA Holdings, Inc.	Health Care Providers & Services	2.0%
8	Pilgrim’s Pride Corp.	Food Products	1.9%
9	Micron Technology, Inc.	Semiconductors & Semiconductor Equipment	1.9%
10	Delta Air Lines, Inc.	Airlines	1.8%
	Total		21.2%


63		Semi-Annual Report \| December 31, 2014 (Unaudited)


Large-Cap Growth Fund
MANAGER’S COMMENTARY (continued)
(Unaudited) Industry Sector Representation as of December 31, 2014


	% of Net Assets	% of Russell 1000 Growth Index			Difference
Consumer Discretionary	14.9%		18.7	%	-3.8%
Consumer Staples	11.3%		10.5	%	0.8%
Energy	5.4%		4.5	%	0.9%
Financials	5.0%		5.3	%	-0.3%
Health Care	13.3%		14.2	%	-0.9%
Industrials	13.3%		12.2	%	1.1%
Information Technology	26.4%		28.3	%	-1.9%
Materials	4.7%		4.0	%	0.7%
Telecommunication Services	2.9%		2.1	%	0.8%
Utilities	0.8%		0.1	%	0.7%
Cash & Other Assets	2.0%		0.0	%	2.0%
Total	100.0%		100.0	%

Disclaimer

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

Conclusion

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

Sincerely,

The Investment Management Team


www.bridgeway.com		64


Large-Cap Growth Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

COMMON STOCKS - 97.95%
Aerospace & Defense - 2.35%
Honeywell International, Inc.		8,400	$	839,328
Lockheed Martin Corp.		4,300		828,051

				1,667,379

Airlines - 6.52%
Delta Air Lines, Inc.		26,600		1,308,454
Southwest Airlines Co.		39,700		1,680,104
United Continental Holdings, Inc.*		24,400		1,632,116

				4,620,674

Auto Components - 1.77%
Delphi Automotive PLC		8,400		610,848
Goodyear Tire & Rubber Co. (The)		22,500		642,825

				1,253,673

Automobiles - 0.71%
Ford Motor Co.		32,400		502,200

Beverages - 2.88%
Constellation Brands, Inc., Class A*		6,700		657,739
Monster Beverage Corp.*		6,700		725,945
PepsiCo, Inc.		7,000		661,920

				2,045,604

Biotechnology - 5.22%
Amgen, Inc.		3,800		605,302
Gilead Sciences, Inc.*		8,000		754,080
Incyte Corp. Ltd*		11,300		826,143
Regeneron Pharmaceuticals, Inc.*		3,700		1,517,925

				3,703,450

Chemicals - 3.87%
Celanese Corp.		10,500		629,580
Dow Chemical Co. (The)		18,500		843,785
LyondellBasell Industries NV, Class A		5,600		444,584
Praxair, Inc.		6,400		829,184

				2,747,133

Communications Equipment - 0.94%
F5 Networks, Inc.*		5,100		665,371

Computers & Peripherals - 3.79%
Apple, Inc.		17,500		1,931,650


Industry Company	Shares		Value


Computers & Peripherals (continued)
Hewlett-Packard Co.		18,900	$	758,457

				2,690,107

Containers & Packaging - 0.85%
Packaging Corp. of America		7,700		600,985

Diversified Consumer Services - 0.92%
H&R Block, Inc.		19,300		650,024

Diversified Financial Services - 0.92%
McGraw Hill Financial, Inc.		7,300		649,554

Diversified Telecommunication Services - 2.90%
Level 3 Communications, Inc.*		24,700		1,219,686
Verizon Communications, Inc.		17,900		837,362

				2,057,048

Electric Utilities - 0.76%
Exelon Corp.		14,600		541,368

Electronic Equipment, Instruments & Components - 0.91%
Amphenol Corp., Class A		12,000		645,720

Energy Equipment & Services - 1.18%
Halliburton Co.		21,300		837,729

Food & Staples Retailing - 4.05%
Costco Wholesale Corp.		4,700		666,225
Kroger Co. (The)		22,800		1,463,988
Walgreens Boots Alliance, Inc.		9,700		739,140

				2,869,353

Food Products - 3.69%
Hershey Co. (The)		5,700		592,401
Keurig Green Mountain, Inc.		4,900		648,736
Pilgrim’s Pride Corp.*+		42,000		1,377,180

				2,618,317

Gas Utilities - 0.61%
ONEOK, Inc.		8,700		433,173

Health Care Equipment & Supplies - 1.92%
C.R. Bard, Inc.		4,100		683,142
Cooper Companies, Inc. (The)		4,200		680,778

				1,363,920


65		Semi-Annual Report \| December 31, 2014 (Unaudited)


Large-Cap Growth Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Health Care Providers & Services - 2.87%
DaVita HealthCare Partners, Inc.*		8,500	$	643,790
HCA Holdings, Inc.*		19,000		1,394,410

				2,038,200

Hotels, Restaurants & Leisure - 1.92%
Chipotle Mexican Grill, Inc.*		1,000		684,510
Marriott International, Inc., Class A		8,700		678,861

				1,363,371

Household Durables - 0.83%
Harman International Industries, Inc.		5,500		586,905

Industrial Conglomerates - 0.87%
Danaher Corp.		7,200		617,112

Insurance - 2.16%
Arch Capital Group, Ltd.*		14,300		845,130
Travelers Cos., Inc. (The)		6,500		688,025

				1,533,155

Internet & Catalog Retail - 0.80%
Priceline Group, Inc. (The)*		500		570,105

Internet Software & Services - 1.94%
Facebook, Inc., Class A*		7,600		592,952
LinkedIn Corp., Class A*		3,400		781,014

				1,373,966

IT Services - 7.00%
Accenture PLC, Class A		7,100		634,101
Automatic Data Processing, Inc.		7,000		583,590
Cognizant Technology Solutions Corp., Class A*		11,800		621,388
Computer Sciences Corp.		9,900		624,195
Fiserv, Inc.*		10,000		709,700
International Business Machines Corp.		2,800		449,232
Paychex, Inc.		14,300		660,231
Visa, Inc., Class A		2,600		681,720

				4,964,157

Leisure Equipment & Products - 0.94%
Polaris Industries, Inc.		4,400		665,456

Life Sciences Tools & Services - 1.43%
Illumina, Inc.*		5,500		1,015,190

Machinery - 0.51%
Trinity Industries, Inc.		12,800		358,528


Industry Company	Shares		Value


Media - 2.88%
Comcast Corp., Class A		12,500	$	725,125
DIRECTV*		7,300		632,910
Twenty-First Century Fox, Inc., Class A		17,900		687,450

				2,045,485

Oil, Gas & Consumable Fuels - 3.60%
Marathon Petroleum Corp.		6,300		568,638
Tesoro Corp.		19,500		1,449,825
Valero Energy Corp.		10,800		534,600

				2,553,063

Personal Products - 0.69%
Herbalife, Ltd.+		7,800		294,060
Nu Skin Enterprises, Inc., Class A+		4,400		192,280

				486,340

Pharmaceuticals - 1.81%
Actavis PLC*		5,000		1,287,050

Real Estate Investment Trusts (REITs) - 1.90%
Federal Realty Investment Trust		5,000		667,300
Iron Mountain, Inc.		17,600		680,416

				1,347,716

Road & Rail - 2.08%
Avis Budget Group, Inc.*		10,000		663,300
Union Pacific Corp.		6,800		810,084

				1,473,384

Semiconductors & Semiconductor Equipment - 6.71%
Freescale Semiconductor Ltd*		28,200		711,486
Intel Corp.		17,200		624,188
Microchip Technology, Inc.+		11,800		532,298
Micron Technology, Inc.*		38,200		1,337,382
QUALCOMM, Inc.		6,700		498,011
Skyworks Solutions, Inc.		14,500		1,054,295

				4,757,660

Software - 5.11%
Electronic Arts, Inc.*		21,200		996,718
Intuit, Inc.		7,200		663,768
Microsoft Corp.		14,900		692,105
Oracle Corp.		14,700		661,059
salesforce.com, inc.*		10,300		610,893

				3,624,543


www.bridgeway.com		66


Large-Cap Growth Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company		Shares	Value

Common Stocks (continued)
Specialty Retail - 3.11%
Best Buy Co., Inc.		18,800	$	732,824
Foot Locker, Inc.		13,100		735,958
L Brands, Inc.		8,500		735,675

				2,204,457

Textiles, Apparel & Luxury Goods - 1.02%
Under Armour, Inc.*		10,700		726,530

Trading Companies & Distributors - 1.01%
United Rentals, Inc.*		7,000		714,070


TOTAL COMMON STOCKS - 97.95%				69,469,225

(Cost $54,818,680)

	Rate^	Shares	Value

MONEY MARKET FUND - 3.44%
Dreyfus Cash Management Fund	0.03%	2,441,551		2,441,551


TOTAL MONEY MARKET FUND - 3.44%				2,441,551

(Cost $2,441,551)

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.51%
Dreyfus Cash Management Fund**	0.03%	2,487,314		2,487,314


TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.51%				2,487,314

(Cost $2,487,314)

TOTAL INVESTMENTS - 104.90%			$	74,398,090
(Cost $59,747,545)
Liabilities in Excess of Other Assets - (4.90%)				(3,472,964	)

NET ASSETS - 100.00%			$	70,925,126

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

^	Rate disclosed as of December 31, 2014.

+	This security or a portion of the security is out on loan as of December 31, 2014. Total loaned securities had a value of $1,339,980 as of December 31, 2014.

PLC - Public Limited Company


Summary of inputs used to value the Fund’s investments as of 12/31/2014 (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	$	69,469,225	$	—	$	—	$	69,469,225
Money Market Fund		—		2,441,551		—		2,441,551
Investments Purchased with Cash Proceeds from Securities Lending		—		2,487,314		—		2,487,314

TOTAL	$	69,469,225	$	4,928,865	$	—	$	74,398,090




See Notes to Financial Statements.


67		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

December 31, 2014

Dear Fellow Blue Chip 35 Index Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 3.15%, underperforming our primary market benchmark, the S&P 500 Index (+4.93%), our peer benchmark, the Lipper Large-Cap Core Funds Index (+4.16%), and the Russell Top 50 Mega Cap Index (+3.18%). It was a poor quarter on a relative basis.

For the six-month “semi-annual” period ending December 31, 2014, our Fund returned 5.05%, trailing our primary market benchmark, the S&P 500 Index (+6.12%), and the Russell Top 50 Mega Cap Index (+6.32%). Our Fund outperformed our peer benchmark, the Lipper Large-Cap Core Funds Index (+4.45%).

For the calendar year, our Fund was up 11.51%, trailing our primary benchmark, the S&P 500 Index (+13.69%), and the Russell Top 50 Mega Cap Index (+11.68%). Our Fund beat our peer benchmark, the Lipper Large-Cap Core Funds Index (+11.33%).

Standardized Returns as of December 31, 2014



										Annualized
	Quarter			6 Months			1 Year			5 Years			10 Years			15 Years			Since Inception (7/31/97)

Blue Chip 35 Index Fund		3.15	%		5.05	%		11.51	%		14.05	%		7.16	%		3.62	%	6.70%
S&P 500 Index		4.93	%		6.12	%		13.69	%		15.45	%		7.67	%		4.24	%	6.45%
Russell Top 50 Mega Cap Index		3.18	%		6.32	%		11.68	%		13.77	%		6.62	%		2.18	%	5.16%
Lipper Large-Cap Core Funds Index		4.16	%		4.45	%		11.33	%		13.82	%		7.01	%		3.57	%	5.66%
Bridgeway Ultra-Large 35 Index		3.25	%		5.15	%		11.73	%		14.31	%		7.38	%		3.92	%	6.88%

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, 2014, Blue-Chip 35 Index Fund ranked 414th of 857 large-cap core funds for the twelve months ending December 31, 2014, 300th of 695 over the last five years, 220th of 485 over the last ten years, and 41st of 177 since inception in July 1997. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.


www.bridgeway.com		68


Blue Chip 35 Index Fund
MANAGER’S COMMENTARY (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 12/31/14

LOGO

Quarterly and Calendar Year Performance by Company Size:

The Fund underperformed its primary benchmark, the S&P 500 Index, for the quarter, as the Fund’s ultra-large company focus hurt performance. Additionally, the Fund was overweighted in the Energy and Telecommunication Services sectors, both lagging sectors, and underweighted in the strong performing Utilities sector, thus detracting from our relative performance.

In a year when larger stocks generally outperformed smaller ones, the largest company category (decile 1 in the table below) lagged the second largest company category (decile 2) of stocks. All of our Fund holdings are in decile 1. Only two-thirds of the S&P 500 Index is comprised of stocks in this decile. This created a substantial headwind in relative performance for the Fund in 2014. This is very unusual in a market favoring larger cap stocks. Indeed, large companies have outperformed small ones in 40 of the last 89 years. And among these 40 years, decile 1 stocks lagged decile 2 by this margin or more in only four years. Thus, historical data indicates that the 2014 unfavorable market environment has occurred approximately every other decade on average. It has occurred once in the 17-year life of the Fund, in 2014.

With respect to sectors, the Fund was underweighted in the Utilities sector, the best performing sector in our primary benchmark, and overweighted in the lagging Energy sector.


CRSP Decile¹	Quarter			6 Months			1 Year			5 Years			10 Years			89 Years
1 (ultra-large)		4.16	%		5.92	%		12.28	%		14.80	%		7.38	%		9.36	%
2		5.94	%		6.49	%		16.00	%		17.69	%		9.75	%		10.65	%
3		5.71	%		3.81	%		10.24	%		17.54	%		9.34	%		11.12	%
4		2.37	%		-1.28	%		7.64	%		16.74	%		9.94	%		11.00	%
5		5.21	%		-0.18	%		5.36	%		17.24	%		11.02	%		11.66	%
6		5.20	%		-0.86	%		4.14	%		17.27	%		8.86	%		11.51	%
7		7.48	%		0.10	%		6.81	%		17.49	%		9.90	%		11.64	%
8		8.46	%		0.54	%		1.73	%		17.05	%		9.74	%		11.69	%
9		10.39	%		-0.14	%		2.07	%		15.96	%		8.29	%		11.63	%
10 (ultra-small)		5.54	%		-0.83	%		2.86	%		15.64	%		8.47	%		13.54	%


69		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

Contribution to Returns for Blue Chip 35 Index Fund stocks for the calendar year December 31, 2014:


Rank	Company	Industry	% Contribution to Return
1	Apple Inc.	Information Technology	1.3%
2	Intel Corporation	Information Technology	1.1%
3	CVS Health Corporation	Consumer Staples	1.1%
4	Gilead Sciences, Inc.	Health Care	0.8%
5	Microsoft Corporation	Information Technology	0.7%
6	Cisco Systems, Inc.	Information Technology	0.7%
7	Berkshire Hathaway Inc. Class B	Financials	0.7%
8	Walt Disney Company	Consumer Discretionary	0.7%
9	Wells Fargo & Company	Financials	0.6%
10	3M Company	Industrials	0.6%
11	Visa Inc. Class A	Information Technology	0.6%
12	Oracle Corporation	Information Technology	0.5%
13	Merck & Co., Inc.	Health Care	0.5%
14	Johnson & Johnson	Health Care	0.5%
15	PepsiCo, Inc.	Consumer Staples	0.5%
16	Procter & Gamble Company	Consumer Staples	0.4%
17	Bank of America Corporation	Financials	0.4%
18	Comcast Corporation Class A	Consumer Discretionary	0.3%
19	Wal-Mart Stores, Inc.	Consumer Staples	0.3%
20	JPMorgan Chase & Co.	Financials	0.2%
21	United Parcel Service, Inc. Class B	Industrials	0.2%
22	Pfizer Inc.	Health Care	0.2%
23	Coca-Cola Company	Consumer Staples	0.1%
24	United Technologies Corporation	Industrials	0.1%
25	ConocoPhillips	Energy	0.1%
26	QUALCOMM Incorporated	Information Technology	0.1%
27	AT&T Inc.	Telecommunication Services	0.0%
28	Schlumberger NV	Energy	0.0%
29	McDonald’s Corporation	Consumer Discretionary	0.0%
30	Verizon Communications Inc.	Telecommunication Services	0.0%
31	Google Inc. Class A	Information Technology	0.0%
32	Google Inc. Class C	Information Technology	-0.1%
33	Chevron Corporation	Energy	-0.1%
34	Exxon Mobil Corporation	Energy	-0.1%
35	General Electric Company	Industrials	-0.2%
36	International Business Machines Corporation	Information Technology	-0.4%
37	Amazon.com, Inc.	Consumer Discretionary	-0.7%


www.bridgeway.com		70


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

Industry Sector Representation as of December 31, 2014


	% of Net Assets			% of S&P 500 Index			Difference
Consumer Discretionary		10.6	%		12.1	%		-1.5	%
Consumer Staples		14.2	%		9.8	%		4.4	%
Energy		10.3	%		8.4	%		1.9	%
Financials		10.7	%		16.7	%		-6.0	%
Health Care		10.9	%		14.2	%		-3.3	%
Industrials		11.2	%		10.4	%		0.8	%
Information Technology		26.7	%		19.7	%		7.0	%
Materials		0.0	%		3.2	%		-3.2	%
Telecommunication Services		5.2	%		2.3	%		2.9	%
Utilities		0.0	%		3.2	%		-3.2	%
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, 2014, 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


71		Semi-Annual Report \| December 31, 2014 (Unaudited)


Blue Chip 35 Index Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

COMMON STOCKS - 99.85%
Aerospace & Defense - 2.72%
United Technologies Corp.		145,680	$	16,753,200

Air Freight & Logistics - 2.86%
United Parcel Service, Inc., Class B		158,663		17,638,566

Beverages - 5.27%
Coca-Cola Co. (The)		379,314		16,014,637
PepsiCo, Inc.		174,105		16,463,369

				32,478,006

Biotechnology - 2.93%
Gilead Sciences, Inc.*		191,700		18,069,642

Commercial Banks - 2.66%
Wells Fargo & Co.		299,659		16,427,306

Communications Equipment - 2.82%
Cisco Systems, Inc.		625,608		17,401,287

Computers & Peripherals - 3.93%
Apple, Inc.		219,650		24,244,967

Diversified Financial Services - 8.05%
Bank of America Corp.		921,708		16,489,356
Berkshire Hathaway, Inc., Class B*		111,350		16,719,203
JPMorgan Chase & Co.		262,695		16,439,453

				49,648,012

Diversified Telecommunication Services - 5.25%
AT&T, Inc.		486,125		16,328,939
Verizon Communications, Inc.		342,489		16,021,635

				32,350,574

Energy Equipment & Services - 2.52%
Schlumberger, Ltd.		181,800		15,527,538

Food & Staples Retailing - 6.20%
CVS Health Corp.		220,300		21,217,093
Wal-Mart Stores, Inc.		197,919		16,997,284

				38,214,377

Hotels, Restaurants & Leisure - 2.62%
McDonald’s Corp.		172,200		16,135,140

Household Products - 2.68%
Procter & Gamble Co. (The)		181,526		16,535,203

Industrial Conglomerates - 5.66%
3M Co.		113,950		18,724,264


Industry Company	Shares		Value


Industrial Conglomerates (continued)
General Electric Co.		638,943	$	16,146,090

				34,870,354

Internet & Catalog Retail - 2.62%
Amazon.com, Inc.*		52,100		16,169,235

Internet Software & Services - 2.64%
Google, Inc., Class A*		15,370		8,156,244
Google, Inc., Class C*		15,370		8,090,768

				16,247,012

IT Services - 6.09%
International Business Machines Corp.		99,867		16,022,661
Visa, Inc., Class A		82,050		21,513,510

				37,536,171

Media - 5.37%
Comcast Corp., Class A		287,500		16,677,875
Walt Disney Co. (The)		174,600		16,445,574

				33,123,449

Oil, Gas & Consumable Fuels - 7.81%
Chevron Corp.		142,595		15,996,307
ConocoPhillips		232,235		16,038,149
Exxon Mobil Corp.		174,487		16,131,323

				48,165,779

Pharmaceuticals - 7.92%
Johnson & Johnson		155,552		16,266,073
Merck & Co., Inc.		283,935		16,124,669
Pfizer, Inc.		527,344		16,426,766

				48,817,508

Semiconductors & Semiconductor Equipment - 5.69%
Intel Corp.		526,943		19,122,761
QUALCOMM, Inc.		215,100		15,988,383

				35,111,144

Software - 5.54%
Microsoft Corp.		350,945		16,301,395
Oracle Corp.		396,613		17,835,687

				34,137,082

TOTAL COMMON STOCKS - 99.85%				615,601,552

(Cost $415,768,005)

www.bridgeway.com


Blue Chip 35 Index Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


	Rate^	Shares	Value

MONEY MARKET FUND - 0.00%
Dreyfus Cash Management Fund	0.03%	9,541		$9,541

TOTAL MONEY MARKET FUND - 0.00%				9,541

(Cost $9,541)

TOTAL INVESTMENTS - 99.85%				$615,611,093

(Cost $415,777,546)
Other Assets in Excess of Liabilities - 0.15%				946,028

NET ASSETS - 100.00%				$616,557,121

*	Non-income producing security.

^	Rate disclosed as of December 31, 2014.

Summary of inputs used to value the Fund’s investments as of 12/31/2014 (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		$	615,601,552		$	—		$	—		$	615,601,552
Money Market Fund			—			9,541			—			9,541

TOTAL		$	615,601,552		$	9,541		$	—		$	615,611,093

See Notes to Financial Statements.


73		Semi-Annual Report \| December 31, 2014 (Unaudited)


Managed Volatility Fund
MANAGER’S COMMENTARY
(Unaudited)

December 31, 2014

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended December 31, 2014, our Fund returned 1.21%, compared to our primary market benchmark, the S&P 500 Index (+4.93%), our peer benchmark, the Lipper Balanced Funds Index (+2.32%), and the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.17%). 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 meet our objective of capturing 40% of the S&P 500 Index. The Fund captured approximately 25% of the upside. Our performance is in line with our risk profile 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, 2014, our Fund was up 0.63%, trailing our primary market benchmark, the S&P 500 Index (+6.12%), and our peer benchmark, the Lipper Balanced Funds Index (+1.73%), but beating the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.23%).

For the calendar year, our Fund returned 5.95%, trailing the S&P 500 Index (+13.69%) but capturing 43% of the index return – a favorable result. Our goal is to capture 40% or more of the market’s upside over the long term. We also trailed the Lipper Balanced Funds Index (+7.21%), but beat the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.64%).

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, 2014



				Annualized
						Since Inception
	Quarter	6 Months	1 Year	5 Years	10 Years	(6/30/01)

Managed Volatility Fund	1.21%	0.63%	5.95%	5.78%	3.85%	4.20%
S&P 500 Index	4.93%	6.12%	13.69%	15.45%	7.67%	6.01%
Bloomberg/EFFAS U.S. Government 1-3 Year Total Return Bond Index	0.17%	0.23%	0.64%	1.14%	2.58%	2.87%
Lipper Balanced Funds Index	2.32%	1.73%	7.21%	9.50%	6.01%	5.50%

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, 2014, the Managed Volatility Fund ranked 181st of 536 Mixed-Asset Target Allocation Moderate funds for the twelve months ending December 31, 2014, 370th of 398 over the past five years, 235th of 260 over the last ten years, and 13th of 132 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.


www.bridgeway.com		74


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

According to data from Morningstar as of December 31, 2014, the Managed Volatility Fund ranked 91st of 326 Long-Short funds for the twelve months ending December 31, 2014, 45th out of 80 funds over the past five years, and 21st out of 32 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 12/31/14

LOGO

Detailed Explanation of Quarterly Performance

For the quarter, the Managed Volatility Fund returned 1.21%, underperforming the S&P 500 Index’s return of 4.93%. The main drivers of positive Fund performance were the equity and options components, contributing approximately 2.4% and

0.4%, respectively. This positive performance was offset by the negative performance of the futures component. The fixed-income component was essentially flat for the quarter.

Detailed Explanation of Calendar Year Performance

For the calendar year, the Managed Volatility Fund returned 5.95%, underperforming the S&P 500 Index’s return of 13.69%. We considered this to be a solid year, as we captured 43% of the S&P 500’s return at a risk level in line with the Fund’s investment objective. As measures of risk and volatility, our beta for the year was approximately 0.33, well below our target level of 0.4 or below, and our standard deviation of 3.14 was approximately 40% of the S&P 500 Index’s standard deviation of 7.91. The main drivers of positive Fund performance were the equity and options components, contributing approximately 5.7% and 3.8%, respectively. This positive performance was offset by the negative performance of the futures component. The fixed-income component was essentially flat for the year.

The Fund continues to perform as expected, particularly over longer time horizons. For 10 years and since inception, the Fund has captured roughly 50% and 70%, respectively, of the S&P 500 Index’s return with a standard deviation roughly 55% lower than the Index.


75		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Micron Technology, Inc.	Semiconductors & Semiconductor Equipment	2.0%
2	Marathon Petroleum Corp.	Oil, Gas & Consumable Fuels	1.7%
3	Avis Budget Group, Inc.	Road & Rail	1.4%
4	Valero Energy Corp.	Oil, Gas & Consumable Fuels	1.2%
5	PNC Financial Services Group, Inc. (The)	Commercial Banks	1.1%
6	Ingersoll-Rand PLC	Machinery	1.0%
7	Aflac, Inc.	Insurance	0.9%
8	Gap, Inc. (The)	Specialty Retail	0.9%
9	Travelers Cos., Inc. (The)	Insurance	0.9%
10	United Rentals, Inc.	Trading Companies & Distributors	0.8%
			11.9%

Industry Sector Representation as of December 31, 2014


Asset Type	% of Net Assets
Common Stock		60.0%
Consumer Discretionary		10.6%
Consumer Staples		8.7%
Energy		13.2%
Financials		16.4%
Health Care		10.4%
Industrials		14.2%
Information Technology		18.0%
Materials		4.4%
Telecommunication Services		1.7%
Utilities		2.5%
U.S. Government Obligations		43.9	%
Covered Call Options Written		-1.5	%
Put Options Written		-0.5	%
Money Market Funds		4.2	%
Liabilities in Excess of Other Assets		-6.1	%
Total		100	%

Disclaimer


www.bridgeway.com		76


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

theory, expose shareholders to unlimited loss. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole. The Fund uses an option writing strategy in which the Fund may sell covered calls or secured put options. Options are subject to special risks and may not fully protect the Fund against declines in the value of its stocks. In addition, an option writing strategy limits the upside profit potential normally associated with stocks. Finally, the Fund’s fixed-income holdings are subject to three types of risk. Interest rate risk is the chance that bond prices overall will decline as interest rates rise. Credit risk is the chance that a bond issuer will fail to pay interest and principal. Prepayment risk is the chance that a mortgage-backed bond issuer will repay a higher yielding bond, resulting in a lower paying yield.

Conclusion

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

Sincerely,

The Investment Management Team


77		Semi-Annual Report \| December 31, 2014 (Unaudited)


Managed Volatility Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value
COMMON STOCKS - 59.87%
Aerospace & Defense - 1.14%
Honeywell International, Inc.		1,100	$	109,912
Lockheed Martin Corp.		870		167,536
Northrop Grumman Corp.#		400		58,956
Raytheon Co.#		1,100		118,987
United Technologies Corp.		840		96,600

				551,991

Air Freight & Logistics - 0.29%
FedEx Corp.		800		138,928

Auto Components - 0.22%
Delphi Automotive PLC#		900		65,448
Johnson Controls, Inc.		900		43,506

				108,954

Automobiles - 0.45%
Ford Motor Co.		3,200		49,600
Tata Motors, Ltd., ADR#		4,000		169,120

				218,720

Beverages - 1.12%
Brown-Forman Corp., Class B		2,425		213,012
Constellation Brands, Inc., Class A*#		1,700		166,889
PepsiCo, Inc.		1,700		160,752

				540,653

Biotechnology - 1.68%
Alexion Pharmaceuticals, Inc,*		300		55,509
Amgen, Inc.#		700		111,503
Biogen Idec, Inc.*#		900		305,505
Celgene Corp.*		1,100		123,046
Gilead Sciences, Inc.*#		2,300		216,798

				812,361

Capital Markets - 1.99%
Ameriprise Financial, Inc.		680		89,930
BlackRock, Inc.		200		71,512
Charles Schwab Corp. (The)#		7,100		214,349
ETRADE Financial Corp.#		14,500		351,698
Goldman Sachs Group, Inc. (The)#		700		135,681
Morgan Stanley		800		31,040
State Street Corp.		900		70,650

				964,860

Chemicals - 1.55%
Dow Chemical Co. (The)#		2,000		91,220


Industry Company	Shares		Value

Chemicals (continued)
LyondellBasell Industries NV, Class A	600	$	47,634
Monsanto Co.	900		107,523
PPG Industries, Inc.	400		92,460
Praxair, Inc.#	1,200		155,472
Sherwin-Williams Co. (The)#	600		157,824
Sigma-Aldrich Corp.	700		96,089

			748,222

Commercial Banks - 2.02%
BB&T Corp.	1,000		38,890
Comerica, Inc.	1,100		51,524
KeyCorp	3,700		51,430
PNC Financial Services Group, Inc. (The)#	6,000		547,380
U.S. Bancorp	2,200		98,890
Wells Fargo & Co.#	3,471		190,280

			978,394

Commercial Services & Supplies - 1.32%
ADT Corp. (The)#	9,000		326,070
Tyco International PLC#	4,400		192,984
Waste Management, Inc.	2,300		118,036

			637,090

Communications Equipment - 0.70%
Cisco Systems, Inc.#	11,600		322,654
Juniper Networks, Inc.#	700		15,624

			338,278

Computers & Peripherals - 1.87%
Apple, Inc.#	3,400		375,292
EMC Corp.#	6,600		196,284
Hewlett-Packard Co.#	5,100		204,663
SanDisk Corp.#	1,300		127,374

			903,613

Consumer Finance - 0.59%
American Express Co.	1,300		120,952
Capital One Financial Corp.#	2,000		165,100

			286,052

Containers & Packaging - 0.16%
Ball Corp.	400		27,268
Crown Holdings, Inc.*#	1,000		50,900

			78,168

Diversified Financial Services - 1.78%
Bank of America Corp.#	7,800		139,542


www.bridgeway.com		78


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry Company	Shares		Value

Common Stocks (continued)
Diversified Financial Services (continued)
Berkshire Hathaway, Inc., Class B*	1,200	$	180,180
Citigroup, Inc.#	3,310		179,104
JPMorgan Chase & Co.#	4,400		275,352
McGraw Hill Financial, Inc.	1,000		88,980

			863,158

Diversified Telecommunication Services - 1.01%
AT&T, Inc.#	2,500		83,975
CenturyLink, Inc.	4,300		170,194
Frontier Communications Corp.	6,472		43,168
Verizon Communications, Inc.#	4,100		191,798

			489,135

Electric Utilities - 0.70%
American Electric Power Co., Inc.	1,900		115,368
Duke Energy Corp.	783		65,412
Exelon Corp.#	4,300		159,444

			340,224

Electrical Equipment - 0.33%
Eaton Corp. PLC	1,000		67,960
Emerson Electric Co.#	1,500		92,595

			160,555

Energy Equipment & Services - 0.75%
Baker Hughes, Inc.#	3,100		173,817
Halliburton Co.#	1,700		66,861
Helmerich & Payne, Inc.	1,000		67,420
National Oilwell Varco, Inc.#	800		52,424
Seventy Seven Energy, Inc.*	150		812

			361,334

Food & Staples Retailing - 1.19%
CVS Health Corp.#	1,800		173,358
Kroger Co. (The)#	4,000		256,840
Wal-Mart Stores, Inc.#	1,700		145,996

			576,194

Food Products - 2.02%
Archer-Daniels-Midland Co.#	1,900		98,800
General Mills, Inc.#	2,300		122,659
JM Smucker Co. (The)	1,400		141,372
Keurig Green Mountain, Inc.	1,300		172,114
Mead Johnson Nutrition Co.	616		61,933
Tyson Foods, Inc., Class A#	9,500		380,855

			977,733


Industry Company	Shares		Value

Health Care Equipment & Supplies - 0.99%
Abbott Laboratories	800	$	36,016
Baxter International, Inc.	1,300		95,277
Becton Dickinson & Co.#	920		128,027
C.R. Bard, Inc.	600		99,972
Stryker Corp.#	1,260		118,856

			478,148

Health Care Providers & Services - 0.84%
Express Scripts Holding Co.*#	1,934		163,752
Laboratory Corp. of America Holdings*	300		32,370
UnitedHealth Group, Inc.#	2,100		212,289

			408,411

Hotels, Restaurants & Leisure - 0.75%
McDonald’s Corp.	900		84,330
Starbucks Corp.#	1,000		82,050
Wynn Resorts, Ltd.	500		74,380
Yum! Brands, Inc.#	1,700		123,845

			364,605

Household Products - 0.86%
Colgate-Palmolive Co.	1,600		110,704
Kimberly-Clark Corp.	1,000		115,540
Procter & Gamble Co. (The)#	2,100		191,289

			417,533

Independent Power Producers & Energy Traders - 0.19%
AES Corp.#	6,800		93,636

Industrial Conglomerates - 0.94%
3M Co.	1,000		164,320
Danaher Corp.#	1,300		111,423
General Electric Co.#	7,100		179,417

			455,160

Insurance - 2.43%
Aflac, Inc.#	7,500		458,175
Aon PLC#	1,700		161,211
Chubb Corp. (The)#	1,100		113,817
Progressive Corp. (The)	820		22,132
Travelers Cos., Inc. (The)#	4,000		423,400

			1,178,735

Internet & Catalog Retail - 0.56%
Amazon.com, Inc.*#	500		155,175
Priceline Group, Inc. (The)*	100		114,021

			269,196


79		Semi-Annual Report \| December 31, 2014 (Unaudited)


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
Internet Software & Services - 1.17%
	eBay, Inc.*#		1,300	$	72,956
	Facebook, Inc., Class A*#		2,800		218,456
	Google, Inc., Class A*		260		137,972
	Google, Inc., Class C*		260		136,864

					566,248

IT Services - 1.82%
	Cognizant Technology Solutions Corp., Class A*#		4,100		215,906
	International Business Machines Corp.		1,200		192,528
	MasterCard, Inc., Class A#		1,000		86,160
	Teradata Corp.*		400		17,472
	Visa, Inc., Class A#		1,300		340,860
	Western Union Co. (The)		1,500		26,865

					879,791

Leisure Equipment & Products - 0.17%
	Hasbro, Inc.#		1,500		82,485

Life Sciences Tools & Services - 0.18%
	Thermo Fisher Scientific, Inc.		700		87,703

Machinery - 1.48%
	Deere & Co.#		2,700		238,869
	Ingersoll-Rand PLC#		7,500		475,425

					714,294

Media - 1.69%
	Comcast Corp., Class A#		2,250		130,522
	News Corp., Class A*#		2,300		36,087
	Omnicom Group, Inc.		1,000		77,470
	Scripps Networks Interactive, Inc., Class A#		1,200		90,324
	Time Warner, Inc.#		1,333		113,865
	Twenty-First Century Fox, Inc., Class A#		3,300		126,736
	Viacom, Inc., Class B		500		37,625
	Walt Disney Co. (The)#		2,200		207,218

					819,847

Metals & Mining - 0.73%
	Alcoa, Inc.#		22,500		355,275

Multiline Retail - 0.26%
	Big Lots, Inc.		500		20,010
	Dollar General Corp.*#		1,500		106,050

					126,060


Industry	Company	Shares		Value

Multi-Utilities - 0.60%
	Dominion Resources, Inc.#		1,920	$	147,648
	Public Service Enterprise Group, Inc.		800		33,128
	Sempra Energy		1,000		111,360

					292,136

Oil, Gas & Consumable Fuels - 7.15%
	Anadarko Petroleum Corp.		1,000		82,500
	Apache Corp.		500		31,335
	California Resources Corp.*		480		2,645
	Chesapeake Energy Corp.#		2,100		41,097
	Chevron Corp.#		2,078		233,110
	ConocoPhillips		887		61,256
	EOG Resources, Inc.#		1,000		92,070
	Exxon Mobil Corp.#		4,000		369,800
	Kinder Morgan, Inc.		1,100		46,541
	Marathon Petroleum Corp.#		9,100		821,366
	Murphy Oil Corp.#		4,300		217,236
	Occidental Petroleum Corp.#		1,200		96,732
	Phillips 66#		5,193		372,338
	Southwestern Energy Co.*#		13,000		354,770
	Valero Energy Corp.#		11,600		574,200
	Williams Cos., Inc. (The)#		1,500		67,410

					3,464,406

Paper & Forest Products - 0.17%
	International Paper Co.		1,500		80,370

Pharmaceuticals - 2.53%
	AbbVie, Inc.#		1,600		104,704
	Actavis PLC*		400		102,964
	Allergan, Inc.#		1,200		255,108
	Bristol-Myers Squibb Co.#		2,279		134,529
	Johnson & Johnson#		2,500		261,425
	Merck & Co., Inc.#		2,800		159,012
	Pfizer, Inc.#		6,600		205,590

					1,223,332

Professional Services - 0.20%
	Nielsen NV		2,200		98,406

Real Estate Investment Trusts (REITs) - 1.00%
	American Tower Corp.#		1,200		118,620
	Crown Castle International Corp.#		900		70,830
	Public Storage		900		166,365
	Simon Property Group, Inc.#		700		127,477

					483,292


www.bridgeway.com		80


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)



Industry Company		Shares	Value

Common Stocks (continued)
Road & Rail - 1.67%
Avis Budget Group, Inc.*#		10,000	$	663,300
Union Pacific Corp.		1,200		142,956

				806,256

Semiconductors & Semiconductor Equipment - 3.20%
Applied Materials, Inc.#		8,200		204,344
Broadcom Corp., Class A#		900		38,997
Intel Corp.#		2,300		83,467
Micron Technology, Inc.*#		28,000		980,280
QUALCOMM, Inc.#		2,400		178,392
Texas Instruments, Inc.		1,170		62,554

				1,548,034

Software - 2.05%
Activision Blizzard, Inc.#		12,000		241,800
Citrix Systems, Inc.*#		1,000		63,800
Intuit, Inc.#		1,300		119,847
Microsoft Corp.#		5,700		264,765
Oracle Corp.#		5,460		245,536
salesforce.com, inc.*#		1,000		59,310

				995,058

Specialty Retail - 1.88%
AutoZone, Inc.*#		600		371,466
Gap, Inc. (The)#		10,700		450,577
PetSmart, Inc.		1,100		89,424

				911,467

Textiles, Apparel & Luxury Goods - 0.36%
NIKE, Inc., Class B		1,800		173,070

Trading Companies & Distributors - 1.12%
NOW, Inc.*+		200		5,146
United Rentals, Inc.*		4,000		408,040
Veritiv Corp.*		28		1,452
W.W. Grainger, Inc.		500		127,445

				542,083

TOTAL COMMON STOCKS - 59.87%				28,989,654

(Cost $20,614,853)

Due Date	Discount Rate or Coupon Rate	Principal Amount	Value

U.S. GOVERNMENT OBLIGATIONS - 43.78%
U.S. Treasury Bills - 43.37%
01/02/2015	0.015%(a)	$2,000,000		1,999,999
01/15/2015	0.010%(a)	2,000,000		1,999,992
02/05/2015	0.020%(a)	2,000,000		1,999,961
02/26/2015	0.020%(a)	3,000,000		2,999,907
03/05/2015	0.025%(a)	2,000,000		1,999,940
03/19/2015	0.035%(a)	2,000,000		1,999,916



Due Date	Discount Rate or Coupon Rate			Principal Amount		Value

U.S. Treasury Bills (continued)
03/26/2015		0.055	%(a)	$	5,000,000	$	4,999,800
04/02/2015		0.040	%(a)		3,000,000		2,999,700

							20,999,215

U.S. Treasury Notes - 0.41%
02/15/2015		4.000	%(a)		200,000		199,991


TOTAL U.S. GOVERNMENT OBLIGATIONS - 43.78% (Cost $21,198,671)							21,199,206


	Rate^			Shares		Value

MONEY MARKET FUND - 4.18%
Dreyfus Cash Management Fund		0.03	%		2,023,896		2,023,896

TOTAL MONEY MARKET FUND – 4.18%							2,023,896

(Cost $2,023,896)

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.01%
Dreyfus Cash Management Fund**		0.03	%		5,400		5,400

TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.01%							5,400

(Cost $5,400)

TOTAL INVESTMENTS - 107.84% (Cost $43,842,820)						$	52,218,156
Liabilities in Excess of Other Assets - (7.84%)							(3,795,290	)


NET ASSETS - 100.00%						$	48,422,866

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

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

^	Rate disclosed as of December 31, 2014.

+	This security or a portion of the security is out on loan as of December 31, 2014. Total loaned securities had a value of $5,146 as of December 31, 2014.

(a)

Rate represents the effective yield at purchase.

PLC

- Public Limited Company

See Notes to Financial Statements.


81		Semi-Annual Report \| December 31, 2014 (Unaudited)


Managed Volatility Fund
SCHEDULE OF OPTIONS WRITTEN
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Company	Number of Contracts	Value

CALL OPTIONS WRITTEN - (1.52%)

AbbVie, Inc.
Expiring February, 2015 at $70.00	5	$	(450	)
Activision Blizzard, Inc.
Expiring February, 2015 at $22.00	120		(5,640	)
ADT Corp. (The)
Expiring January, 2015 at $33.00	90		(36,000	)
AES Corp.
Expiring May, 2015 at $14.00	20		(1,600	)
Aflac, Inc.
Expiring February, 2015 at $60.00	75		(17,025	)
Alcoa, Inc.
Expiring January, 2015 at $16.00	225		(9,900	)
Allergan, Inc.
Expiring January, 2015 at $190.00	3		(7,170	)
Amazon.com, Inc.
Expiring January, 2015 at $290.00	2		(4,800	)
American Electric Power Co., Inc.
Expiring May, 2015 at $60.00	5		(1,490	)
American Tower Corp.
Expiring January, 2015 at $100.00	4		(452	)
Amgen, Inc.
Expiring April, 2015 at $165.00	2		(1,500	)
Aon PLC
Expiring April, 2015 at $100.00	7		(1,610	)
Apple, Inc.
Expiring January, 2015 at $105.00	10		(6,200	)
Applied Materials, Inc.
Expiring April, 2015 at $26.00	30		(3,840	)
Archer-Daniels-Midland Co.
Expiring March, 2015 at $55.00	5		(460	)
AT&T, Inc.
Expiring March, 2015 at $33.00	7		(833	)
AutoZone, Inc.
Expiring March, 2015 at $610.00	2		(6,038	)
Avis Budget Group, Inc.
Expiring February, 2015 at $62.50	100		(60,000	)
Baker Hughes, Inc.
Expiring January, 2015 at $55.00	8		(1,920	)
Bank Of America Corp.
Expiring March, 2015 at $18.00	20		(1,360	)
Becton Dickinson & Co.
Expiring March, 2015 at $145.00	4		(1,112	)
Berkshire Hathaway, Inc., Class B
Expiring March, 2015 at $150.00	4		(2,048	)


Company	Number of Contracts	Value

Biogen Idec, Inc.
Expiring March, 2015 at $335.00	3	$	(9,210	)
Bristol-Myers Squibb Co.
Expiring March, 2015 at $60.00	8		(1,888	)
Broadcom Corp., Class A
Expiring February, 2015 at $45.00	3		(345	)
Capital One Financial Corp.
Expiring March, 2015 at $82.50	7		(2,310	)
Centurytel, Inc.
Expiring January, 2015 at $42.00	15		(165	)
Charles Schwab Corp. (The)
Expiring March, 2015 at $30.00	25		(4,250	)
Chesapeake Energy Corp.
Expiring February, 2015 at $20.00	7		(847	)
Chevron Corp.
Expiring March, 2015 at $110.00	7		(4,165	)
Cisco Systems, Inc.
Expiring March, 2015 at $28.00	40		(3,640	)
Citigroup, Inc.
Expiring January, 2015 at $55.00	10		(750	)
Citrix Systems, Inc.
Expiring March, 2015 at $62.50	4		(1,616	)
Cognizant Technology Solutions Corp., Class A
Expiring January, 2015 at $45.00	10		(8,100	)
Comcast Corp., Class A
Expiring April, 2015 at $57.50	8		(2,480	)
Constellation Brands, Inc., Class A
Expiring April, 2015 at $100.00	6		(2,700	)
Crown Castle International Corp.
Expiring April, 2015 at $80.00	3		(780	)
Crown Holdings, Inc.
Expiring January, 2015 at $47.00	10		(4,800	)
CVS Health Corp.
Expiring February, 2015 at $90.00	5		(3,500	)
Danaher Corp.
Expiring January, 2015 at $80.00	4		(2,640	)
Deere & Co.
Expiring January, 2015 at $87.50	9		(1,764	)
Delphi Automotive PLC
Expiring February, 2015 at $75.00	3		(495	)
Dollar General Corp.
Expiring February, 2015 at $70.00	5		(2,000	)
Dominion Resources, Inc.
Expiring April, 2015 at $77.50	6		(1,818	)
Dow Chemical Co. (The)
Expiring March, 2015 at $48.00	8		(1,072	)


www.bridgeway.com		82


Managed Volatility Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Company	Number of Contracts		Value

Call Options Written (continued)
E*TRADE Financial Corp.
Expiring January, 2015 at $21.00		145	$	(49,300	)
eBay, Inc.
Expiring January, 2015 at $55.00		4		(664	)
EMC Corp.
Expiring April, 2015 at $30.00		10		(1,320	)
Expiring January, 2015 at $30.00		15		(615	)

				(1,935	)
Emerson Electric Co.
Expiring March, 2015 at $62.50		7		(1,477	)
EOG Resources, Inc.
Expiring April, 2015 at $100.00		3		(1,275	)
Exelon Corp.
Expiring January, 2015 at $36.00		11		(2,200	)
Express Scripts Holding Co.
Expiring February, 2015 at $87.50		6		(870	)
Exxon Mobil Corp.
Expiring January, 2015 at $100.00		10		(40	)
Facebook, Inc., Class A
Expiring January, 2015 at $82.50		8		(240	)
Gap, Inc. (The)
Expiring January, 2015 at $43.00		7		(322	)
Expiring March, 2015 at $41.00		80		(20,160	)

				(20,482	)
General Electric Co.
Expiring March, 2015 at $27.00		20		(340	)
General Mills, Inc.
Expiring April, 2015 at $55.00		8		(760	)
Gilead Sciences, Inc.
Expiring January, 2015 at $110.00		7		(84	)
Goldman Sachs Group, Inc. (The)
Expiring January, 2015 at $195.00		2		(610	)
Halliburton Co.
Expiring February, 2015 at $42.50		5		(575	)
Hasbro, Inc.
Expiring January, 2015 at $57.50		5		(100	)
Hewlett-Packard Co.
Expiring February, 2015 at $40.00		11		(1,540	)
Ingersoll-Rand PLC
Expiring January, 2015 at $60.00		75		(29,250	)
Intel Corp.
Expiring March, 2015 at $38.00		7		(602	)
Intuit, Inc.
Expiring January, 2015 at $85.00		4		(3,200	)
Johnson & Johnson
Expiring April, 2015 at $105.00		8		(2,840	)


Company	Number of Contracts		Value

JPMorgan Chase & Co.
Expiring January, 2015 at $62.50		10	$	(1,000	)
Juniper Networks, Inc.
Expiring April, 2015 at $23.00		3		(318	)
Kroger Co. (The)
Expiring January, 2015 at $55.00		15		(14,745	)
Marathon Petroleum Corp.
Expiring January, 2015 at $82.50		79		(71,100	)
Mastercard, Inc., Class A
Expiring April, 2015 at $90.00		3		(771	)
Merck & Co., Inc.
Expiring February, 2015 at $62.50		9		(207	)
Micron Technology, Inc.
Expiring April, 2015 at $34.00		10		(3,800	)
Expiring January, 2015 at $30.00		200		(106,400	)
Expiring January, 2015 at $33.00		20		(5,440	)

				(115,640	)
Microsoft Corp.
Expiring March, 2015 at $49.00		15		(1,185	)
Murphy Oil Corp.
Expiring January, 2015 at $50.00		43		(7,310	)
National Oilwell Varco, Inc.
Expiring February, 2015 at $70.00		3		(459	)
News Corp., Class A
Expiring April, 2015 at $16.00		8		(560	)
NIKE, Inc., Class B
Expiring January, 2015 at $87.50		6		(5,370	)
Occidental Petroleum Corp.
Expiring January, 2015 at $95.00		4		(20	)
Oracle Corp.
Expiring March, 2015 at $42.00		10		(4,000	)
Expiring March, 2015 at $46.00		10		(1,230	)

				(5,230	)
Pfizer, Inc.
Expiring March, 2015 at $32.00		20		(1,260	)
Phillips 66
Expiring February, 2015 at $75.00		5		(1,000	)
Expiring February, 2015 at $80.00		35		(2,625	)

				(3,625	)
PNC Financial Services Group, Inc. (The)
Expiring February, 2015 at $90.00		45		(13,005	)
Praxair, Inc.
Expiring January, 2015 at $130.00		4		(720	)
Procter & Gamble Co. (The)
Expiring April, 2015 at $92.50		8		(1,592	)


83		Semi-Annual Report \| December 31, 2014 (Unaudited)


Managed Volatility Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Company	Number of Contracts		Value

Call Options Written (continued)
QUALCOMM, Inc.
Expiring April, 2015 at $75.00		7	$	(2,275	)
Raytheon Co.
Expiring February, 2015 at $110.00		3		(669	)
Salesforce.com, Inc.
Expiring February, 2015 at $60.00		3		(702	)
SanDisk Corp.
Expiring April, 2015 at $100.00		4		(2,520	)
Scripps Networks Interactive, Inc., Class A
Expiring March, 2015 at $80.00		5		(1,125	)
Sherwin-Williams Co. (The)
Expiring January, 2015 at $220.00		2		(9,100	)
Simon Property Group, Inc.
Expiring April, 2015 at $190.00		2		(600	)
Southwestern Energy Co.
Expiring January, 2015 at $37.00		40		(40	)
Expiring March, 2015 at $30.00		90		(10,350	)

				(10,390	)
Starbucks Corp.
Expiring April, 2015 at $85.00		3		(678	)
Stryker Corp.
Expiring March, 2015 at $100.00		4		(704	)
Tata Motors, Ltd., ADR
Expiring April, 2015 at $42.00		40		(13,760	)
Time Warner, Inc.
Expiring April, 2015 at $87.50		4		(1,300	)
Travelers Cos., Inc. (The)
Expiring April, 2015 at $105.00		12		(5,076	)
Twenty-First Century Fox, Inc., Class A
Expiring January, 2015 at $34.00		8		(3,840	)
Tyco International PLC
Expiring January, 2015 at $41.00		12		(3,780	)
Tyson Foods, Inc., Class A
Expiring January, 2015 at $39.00		95		(16,150	)
United Rentals, Inc.
Expiring March, 2015 at $105.00		40		(24,400	)
UnitedHealth Group, Inc.
Expiring March, 2015 at $100.00		7		(3,185	)
Valero Energy Corp.
Expiring January, 2015 at $47.50		7		(2,037	)
Expiring January, 2015 at $50.00		85		(8,500	)

				(10,537	)
Verizon Communications, Inc.
Expiring March, 2015 at $47.00		12		(1,332	)
Visa, Inc., Class A
Expiring January, 2015 at $215.00		4		(20,148	)


Company	Number of Contracts		Value

Wal-Mart Stores, Inc.
Expiring February, 2015 at $85.00		5	$	(1,325	)
Walt Disney Co. (The)
Expiring February, 2015 at $95.00		7		(1,785	)
Wells Fargo & Co.
Expiring February, 2015 at $55.00		10		(1,260	)
Williams Cos., Inc. (The)
Expiring February, 2015 at $45.00		5		(1,175	)
Yum! Brands, Inc.
Expiring April, 2015 at $72.50		7		(2,415	)

TOTAL CALL OPTION WRITTEN — (1.52%)				(735,515	)

(Premiums received $(509,021))

PUT OPTIONS WRITTEN - (0.50%)

ACE Ltd.
Expiring February, 2015 at $110.00		40		(4,000	)
Activision Blizzard, Inc.
Expiring January, 2015 at $21.00		75		(7,650	)
ADT Corp. (The)
Expiring January, 2015 at $36.00		50		(3,500	)
Alaska Air Group, Inc.
Expiring April, 2015 at $55.00		85		(17,000	)
Alcoa, Inc.
Expiring January, 2015 at $16.00		50		(2,950	)
Ashland, Inc.
Expiring April, 2015 at $110.00		30		(7,050	)
Avis Budget Group, Inc.
Expiring January, 2015 at $60.00		40		(1,240	)
CF Industries Holdings, Inc.
Expiring February, 2015 at $260.00		20		(15,100	)
Chubb Corp. (The)
Expiring January, 2015 at $90.00		20		(280	)
Crown Holdings, Inc.
Expiring January, 2015 at $46.00		40		(1,400	)
Everest Re Group, Ltd.
Expiring April, 2015 at $165.00		15		(6,750	)
Expiring January, 2015 at $155.00		15		(450	)

				(7,200	)
Freeport-McMoRan, Inc.
Expiring February, 2015 at $27.00		130		(53,560	)
Gap, Inc. (The)
Expiring March, 2015 at $36.00		15		(495	)



www.bridgeway.com		84


Managed Volatility Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
Showing percentage of net assets as of December 31, 2014 (Unaudited)


Company	Number of Contracts	Value

Put Options Written (continued)
HCA Holdings, Inc.
Expiring March, 2015 at $72.50	15	$	(5,250	)
Hess Corp.
Expiring January, 2015 at $77.50	50		(21,800	)
Juniper Networks, Inc.
Expiring April, 2015 at $21.00	45		(3,690	)
Kroger Co. (The)
Expiring April, 2015 at $62.50	35		(5,950	)
Expiring January, 2015 at $57.50	45		(135	)

			(6,085	)
Level 3 Communications, Inc.
Expiring March, 2015 at $45.00	60		(7,500	)
Micron Technology, Inc.
Expiring January, 2015 at $30.00	100		(2,400	)
Northrop Grumman Corp.
Expiring February, 2015 at $135.00	20		(2,300	)
Expiring January, 2015 at $130.00	20		(300	)

			(2,600	)
Pentair PLC
Expiring February, 2015 at $65.00	50		(9,250	)
Pilgrim’s Pride Corp.
Expiring March, 2015 at $30.00	40		(6,200	)
Southwest Airlines Co.
Expiring March, 2015 at $38.00	65		(6,825	)
Tesoro Corp.
Expiring February, 2015 at $70.00	70		(20,650	)
Travelers Cos., Inc. (The)
Expiring January, 2015 at $90.00	10		(60	)
United Continental Holdings, Inc.
Expiring March, 2015 at $55.00	40		(5,960	)
Expiring March, 2015 at $60.00	45		(11,475	)

			(17,435	)
WABCO Holdings, Inc.
Expiring March, 2015 at $100.00	35		(11,200	)

TOTAL PUT OPTIONS WRITTEN – (0.50%)			(242,370	)

(Premiums received $(314,819))

TOTAL OPTIONS
WRITTEN – (2.02%)		$	(977,885	)

(Premiums received $(823,840))

Summary of inputs used to value the Fund’s investments as of 12/31/2014 (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		$	28,989,654		$	—		$	—		$	28,989,654
U.S. Government Obligations			—			21,199,206			—			21,199,206
Money Market Fund			—			2,023,896			—			2,023,896
Investments Purchased with Cash Proceeds from Securities Lending			—			5,400			—			5,400

TOTAL		$	28,989,654		$	23,228,502		$	—		$	52,218,156


	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		$	(977,885	)		$	—		$	—		$	(977,885	)

TOTAL		$	(977,885	)		$	—		$	—		$	(977,885	)

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2014 (Unaudited)

THIS PAGE INTENTIONALLY LEFT BLANK


STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2014 (Unaudited)


ASSETS	Aggressive Investors 1			Ultra-Small Company		Ultra-Small Company Market			Small-Cap Momentum
Investments at value	$	274,353,865		$	150,218,690	$	442,648,172		$	5,681,788
Receivables:
Portfolio securities sold		6,773,998			1,481,306		693,420			21,743
Fund shares sold		25,102			-		387,095			-
Dividends and interest		136,622			333,261		366,465			12,473
Receivable from investment adviser		-			-		-			9,338
Deposits with brokers		-			-		-			-
Prepaid expenses		23,399			13,083		34,969			8,767
Total assets		281,312,986			152,046,340		444,130,121			5,734,109

LIABILITIES
Payables:
Portfolio securities purchased		5,366,239			779,733		464,747			-
Fund shares redeemed		196,040			23,068		187,040			-
Due to custodian		-			-		-			23,477
Loan payable		-			648,000		-			-
Payable upon return of securities loaned		10,840,059			11,317,492		42,446,552			537,683
Accrued Liabilities:
Investment adviser fees		298,118			104,860		167,026			-
Administration fees		4,721			2,469		7,091			92
Directors’ fees		1,751			1,041		2,745			43
Other		72,555			33,237		117,625			21,648
Call options written at value		-			-		-			-
Put options written at value		-			-		-			-
Total liabilities		16,779,483			12,909,900		43,392,826			582,943
NET ASSETS	$	264,533,503		$	139,136,440	$	400,737,295		$	5,151,166

NET ASSETS REPRESENT
Paid-in capital	$	332,508,319		$	119,435,760	$	264,342,993		$	4,868,858
Undistributed (distributions in excess of) net investment income		(84,828	)		313,001		(1,529,097	)		221
Accumulated net realized gain (loss) on investments		(115,751,839	)		1,485,652		8,581,540			(113,361	)
Net unrealized appreciation on investments		47,861,851			17,902,027		129,341,859			395,448
NET ASSETS	$	264,533,503		$	139,136,440	$	400,737,295		$	5,151,166
Shares of common stock outstanding of $.001 par value*		4,454,273			4,387,064		25,218,937			443,447
Net asset value, offering price and redemption price per share	$	59.39		$	31.72	$	15.89(a)		$	11.62(a)
Total investments at cost	$	226,492,014		$	132,316,663	$	313,306,313		$	5,286,340
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.


87		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
$	41,235,145		$	86,740,696		$	74,398,090		$	615,611,093		$	52,218,156

	86,305			-			2,886,733			11,215,492			-
	3,000			15,961			25,850			462,821			128,216
	10,545			74,427			40,836			757,700			23,347
	-			-			-			4,914			-
	-			-			-			-			74,423
	13,317			14,887			14,321			34,302			12,078
	41,348,312			86,845,971			77,365,830			628,086,322			52,456,220



	-			-			3,888,742			6,822,982			2,999,700
	31,135			21,858			9,020			300,159			5,639
	49,880			-			-			-			-
	-			-			-			4,336,000			-
	6,892,450			8,128,857			2,487,314			-			5,400

	11,581			41,039			28,749			-			18,937
	611			1,398			1,239			11,163			876
	213			610			328			3,022			272
	22,578			34,408			25,312			55,875			24,645
	-			-			-			-			735,515
	-			-			-			-			242,370
	7,008,448			8,228,170			6,440,704			11,529,201			4,033,354
$	34,339,864		$	78,617,801		$	70,925,126		$	616,557,121		$	48,422,866


$	45,539,517		$	95,637,692		$	71,531,770		$	440,120,470		$	45,628,590
	(44,330	)		261,778			(15,305	)		(10,028	)		5,665
	(14,364,948	)		(24,034,367	)		(15,241,884	)		(23,386,868	)		(5,432,680	)
	3,209,625			6,752,698			14,650,545			199,833,547			8,221,291
$	34,339,864		$	78,617,801		$	70,925,126		$	616,557,121		$	48,422,866
	1,799,842			3,509,379			3,136,810			52,551,701			3,456,011
$	19.08		$	22.40		$	22.61		$	11.73		$	14.01
$	38,025,520		$	79,987,998		$	59,747,545		$	415,777,546		$	43,842,820
$	-		$	-		$	-		$	-		$	509,021
$	-		$	-		$	-		$	-		$	314,819


www.bridgeway.com		88


STATEMENTS OF OPERATIONS
Six Months Ended December 31, 2014 (Unaudited)


	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market			Small-Cap Momentum
INVESTMENT INCOME
Dividends	$	1,453,188		$	723,977		$	2,289,546		$	45,971
Less: foreign taxes withheld		(2,310	)		(2,111	)		-			(246	)
Interest		-			-			-			-
Securities lending		46,320			721,999			838,369			6,018
Total Investment Income		1,497,198			1,443,865			3,127,915			51,743

EXPENSES
Investment advisory fees - Base fees		1,164,899			644,959			1,005,265			14,703
Investment advisory fees - Performance adjustment		97,695			-			-			-
Administration fees		28,226			15,618			43,822			582
Accounting fees		39,116			33,910			61,727			29,567
Transfer agent fees		83,976			28,863			59,562			16,669
Audit fees		12,504			8,924			16,819			4,727
Legal fees		13,610			7,861			21,679			296
Custody fees		3,407			7,310			13,360			8,703
Blue sky fees		10,885			5,617			13,897			10,056
Directors’ and officers’ fees		11,586			6,574			18,260			248
Shareholder servicing fees		79,379			18,529			157,062			2,169
Reports to shareholders		13,022			3,203			15,178			135
Miscellaneous expenses		23,717			14,615			39,547			1,056
Total Expenses		1,582,022			795,983			1,466,178			88,911
Less investment advisory fees waived		-			-			-			(14,703	)
Less expenses reimbursed by investment adviser		-			-			-			(50,149	)
Net Expenses		1,582,022			795,983			1,466,178			24,059
NET INVESTMENT INCOME (LOSS)		(84,824	)		647,882			1,661,737			27,684

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		9,322,571			3,291,140			13,159,272			(93,116	)
Written options		-			-			-			-
Futures contracts		-			-			-			-
Net Realized Gain (Loss)		9,322,571			3,291,140			13,159,272			(93,116	)
Change in Unrealized Appreciation (Depreciation) on:
Investments		3,276,937			(9,522,340	)		(8,870,443	)		(29,473	)
Written options		27,669			-			-			-
Net Change in Unrealized Appreciation (Depreciation)		3,304,606			(9,522,340	)		(8,870,443	)		(29,473	)
Net Realized and Unrealized Gain (Loss) on Investments		12,627,177			(6,231,200	)		4,288,829			(122,589	)
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	12,542,353		$	(5,583,318	)	$	5,950,566		$	(94,905	)

See Notes to Financial Statements.


89		Semi-Annual Report \| December 31, 2014 (Unaudited)


Small-Cap Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35 Index			Managed Volatility

$	79,885		$	673,455		$	372,247		$	6,631,731		$	221,756
	-			-			-			-			(165	)
	-			-			-			-			6,950
	30,868			37,978			8,654			-			182
	110,753			711,433			380,901			6,631,731			228,723

	98,993			241,938			153,122			236,023			142,365
	(10,329	)		12,416			522			-			-
	3,595			8,792			6,664			64,314			5,173
	24,803			27,992			26,571			58,580			30,215
	25,527			33,979			26,960			27,140			21,358
	5,471			6,975			6,302			22,143			8,732
	1,779			4,466			3,049			29,766			2,357
	1,754			1,802			1,299			4,182			5,172
	10,503			11,081			10,731			24,449			10,465
	1,461			3,709			2,588			25,493			2,112
	10,492			28,783			20,075			89,459			14,634
	2,188			4,839			3,046			38,654			1,640
	3,360			8,580			5,380			50,667			4,393
	179,597			395,352			266,309			670,870			248,616
	(24,532	)		(16,130	)		(9,399	)		(228,326	)		(25,580	)
	-			-			-			-
	155,065			379,222			256,910			442,544			223,036
	(44,312	)		332,211			123,991			6,189,187			5,687



	2,802,746			2,733,380			4,761,679			1,585,750			941,861
	-			-			-			-			26,749
	-			-			-			-			(1,280,302	)
	2,802,746			2,733,380			4,761,679			1,585,750			(311,692	)

	(2,054,495	)		(5,062,640	)		1,411,241			21,780,724			541,313
	-			-			-			-			10,258
	(2,054,495	)		(5,062,640	)		1,411,241			21,780,724			551,571
	748,251			(2,329,260	)		6,172,920			23,366,474			239,879
$	703,939		$	(1,997,049	)	$	6,296,911		$	29,555,661		$	245,566


www.bridgeway.com		90


STATEMENTS OF CHANGES IN NET ASSETS


	Aggressive Investors 1						Ultra-Small Company
	Six Months Ended December 31, 2014			Year Ended June 30, 2014			Six Months Ended December 31, 2014			Year Ended June 30, 2014
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income (loss)	$	(84,824	)	$	540,870		$	647,882		$	1,433,179
Net realized gain (loss) on investments		9,322,571			51,574,990			3,291,140			36,865,808
Net change in unrealized appreciation (depreciation) on investments		3,304,606			14,508,239			(9,522,340	)		(7,816,828	)
Net increase (decrease) in net assets resulting from operations		12,542,353			66,624,099			(5,583,318	)		30,482,159

DISTRIBUTIONS:
From net investment income		(540,861	)		(1,735,698	)		(1,052,434	)		(2,464,929	)
From net realized gains		-			-			(27,750,353	)		(17,948,088	)
Net decrease in net assets from distributions		(540,861	)		(1,735,698	)		(28,802,787	)		(20,413,017	)

SHARE TRANSACTIONS:
Proceeds from sale of shares		6,091,846			10,038,899			486,093			1,662,726
Reinvestment of distributions		511,323			1,660,793			27,153,423			19,320,983
Cost of shares redeemed		(13,473,271	)		(38,522,785	)		(6,447,597	)		(10,786,724	)
Redemption fees		-			-			-			-
Net increase (decrease) in net assets resulting from share transactions		(6,870,102	)		(26,823,093	)		21,191,919			10,196,985
Net increase (decrease) in net assets		5,131,390			38,065,308			(13,194,186	)		20,266,127

NET ASSETS:
Beginning of period		259,402,113			221,336,805			152,330,626			132,064,499
End of period**	$	264,533,503		$	259,402,113		$	139,136,440		$	152,330,626

SHARES ISSUED & REDEEMED
Issued		106,930			195,178			12,806			39,966
Distributions reinvested		9,139			33,024			906,625			505,785
Redeemed		(237,332	)		(775,190	)		(173,895	)		(259,111	)
Net increase (decrease)		(121,263	)		(546,988	)		745,536			286,640
Outstanding at beginning of period		4,575,536			5,122,524			3,641,528			3,354,888
Outstanding at end of period		4,454,273			4,575,536			4,387,064			3,641,528

** Including undistributed net investment income of:	$	(84,828	)	$	540,857		$	313,001		$	717,553

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

See Notes to Financial Statements.


91		Semi-Annual Report \| December 31, 2014 (Unaudited)


Ultra-Small Company Market						Small-Cap Momentum
Six Months Ended December 31, 2014			Year Ended June 30, 2014			Six Months Ended December 31, 2014			Year Ended June 30, 2014
(Unaudited)						(Unaudited)

$	1,661,737		$	2,924,214		$	27,684		$	3,930
	13,159,272			45,200,727			(93,116	)		726,074
	(8,870,443	)		38,820,181			(29,473	)		210,124
	5,950,566			86,945,122			(94,905	)		940,128


	(3,294,374	)		(4,139,584	)		(27,463	)		(10,130	)
	(37,828,878	)		(35,854,743	)		(442,934	)		(611,659	)
	(41,123,252	)		(39,994,327	)		(470,397	)		(621,789	)


	21,788,259			88,398,227			93,108			1,714,550
	39,489,770			36,966,829			467,987			621,509
	(49,532,311	)		(90,103,055	)		(738,911	)		(1,197,763	)
	67,944			236,586			28			831
	11,813,662			35,498,587			(177,788	)		1,139,127
	(23,359,024	)		82,449,382			(743,090	)		1,457,466


	424,096,319			341,646,937			5,894,256			4,436,790
$	400,737,295		$	424,096,319		$	5,151,166		$	5,894,256


	1,309,801			5,175,660			7,448			133,880
	2,643,224			2,277,685			42,390			49,921
	(3,016,775	)		(5,302,510	)		(59,769	)		(94,408	)
	936,250			2,150,835			(9,931	)		89,393
	24,282,687			22,131,852			453,378			363,985
	25,218,937			24,282,687			443,447			453,378

$	(1,529,097)		$	103,540		$	221		$	-


www.bridgeway.com		92


STATEMENTS OF CHANGES IN NET ASSETS (continued)


	Small-Cap Growth						Small-Cap Value
	Six Months Ended December 31, 2014			Year Ended June 30, 2014			Six Months Ended December 31, 2014			Year Ended June 30, 2014
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income (loss)	$	(44,312	)	$	21,893		$	332,211		$	600,775
Net realized gain (loss) on investments		2,802,746			8,176,246			2,733,380			19,073,482
Net change in unrealized appreciation (depreciation) on investments		(2,054,495	)		(944,872	)		(5,062,640	)		(4,096,067	)
Net increase (decrease) in net assets resulting from operations		703,939			7,253,267			(1,997,049	)		15,578,190

DISTRIBUTIONS:
From net investment income		(21,907	)		(134,922	)		(581,377	)		(411,510	)
Net decrease in net assets from distributions		(21,907	)		(134,922	)		(581,377	)		(411,510	)

SHARE TRANSACTIONS:
Proceeds from sale of shares		2,100,410			4,396,650			2,727,815			8,350,818
Reinvestment of distributions		20,924			128,745			548,083			390,564
Cost of shares redeemed		(1,882,139	)		(8,829,944	)		(7,861,219	)		(17,374,484	)
Net increase (decrease) in net assets resulting from share transactions		239,195			(4,304,549	)		(4,585,321	)		(8,633,102	)
Net increase (decrease) in net assets		921,227			2,813,796			(7,163,747	)		6,533,578

NET ASSETS:
Beginning of period		33,418,637			30,604,841			85,781,548			79,247,970
End of period*	$	34,339,864		$	33,418,637		$	78,617,801		$	85,781,548

SHARES ISSUED & REDEEMED
Issued		111,367			260,853			122,917			392,653
Distributions reinvested		1,168			7,459			26,087			18,174
Redeemed		(102,000	)		(504,578	)		(358,912	)		(816,636	)
Net increase (decrease)		10,535			(236,266	)		(209,908	)		(405,809	)
Outstanding at beginning of period		1,789,307			2,025,573			3,719,287			4,125,096
Outstanding at end of period		1,799,842			1,789,307			3,509,379			3,719,287

* Including undistributed net investment income of:	$	(44,330	)	$	21,889		$	261,778		$	510,944

See Notes to Financial Statements.


93		Semi-Annual Report \| December 31, 2014 (Unaudited)


Large-Cap Growth						Blue Chip 35 Index						Managed Volatility
Six Months Ended December 31, 2014			Year Ended June 30, 2014			Six Months Ended December 31, 2014			Year Ended June 30, 2014			Six Months Ended December 31, 2014			Year Ended June 30, 2014
(Unaudited)						(Unaudited)						(Unaudited)


$	123,991		$	371,342		$	6,189,187		$	11,231,549		$	5,687		$	59,672
	4,761,679			10,053,322			1,585,750			25,571,189			(311,692	)		289,994
	1,411,241			2,238,082			21,780,724			61,288,676			551,571			2,995,432
	6,296,911			12,662,746			29,555,661			98,091,414			245,566			3,345,098


	(330,018	)		(269,798	)		(11,713,217	)		(9,822,019	)		(59,691	)		(90,423	)
	(330,018	)		(269,798	)		(11,713,217	)		(9,822,019	)		(59,691	)		(90,423	)


	10,570,831			2,603,682			77,971,625			122,237,919			8,630,458			27,943,007
	316,957			257,823			11,360,966			9,492,007			55,735			84,811
	(2,273,149	)		(6,877,425	)		(47,602,624	)		(126,160,896	)		(7,357,141	)		(11,077,782	)
	8,614,639			(4,015,920	)		41,729,967			5,569,030			1,329,052			16,950,036
	14,581,532			8,377,028			59,572,411			93,838,425			1,514,927			20,204,711


	56,343,594			47,966,566			556,984,710			463,146,285			46,907,939			26,703,228
$	70,925,126		$	56,343,594		$	616,557,121		$	556,984,710		$	48,422,866		$	46,907,939


	481,954			136,923			6,743,943			11,688,219			621,093			2,098,652
	14,681			13,944			1,007,178			921,554			4,036			6,489
	(106,483	)		(368,472	)		(4,090,665	)		(12,014,968	)		(533,075	)		(835,656	)
	390,152			(217,605	)		3,660,456			594,805			92,054			1,269,485
	2,746,658			2,964,263			48,891,245			48,296,440			3,363,957			2,094,472
	3,136,810			2,746,658			52,551,701			48,891,245			3,456,011			3,363,957

$	(15,305	)	$	190,722		$	(10,028	)	$	5,514,002		$	5,665		$	59,669


www.bridgeway.com		94


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

AGGRESSIVE INVESTORS 1


	For the Period Ended 12/31/2014 (Unaudited)	Year Ended June 30
	For the Period Ended 12/31/2014 (Unaudited)	2014	2013	2012	2011	2010
Net Asset Value, Beginning of Period	$56.69	$43.21	$33.13	$38.19	$27.67	$25.93


Income from Investment Operations:
Net Investment Income (Loss)(a)	(0.02)	0.11	0.65	0.62	0.51	0.58
Net Realized and Unrealized Gain (Loss)	2.84	13.73	9.84	(4.37)	10.72	1.40

Total from Investment Operations	2.82	13.84	10.49	(3.75)	11.23	1.98


Less Distributions to Shareholders from:
Net Investment Income	(0.12)	(0.36)	(0.41)	(1.31)	(0.71)	(0.24)

Total Distributions	(0.12)	(0.36)	(0.41)	(1.31)	(0.71)	(0.24)


Net Asset Value, End of Period	$59.39	$56.69	$43.21	$33.13	$38.19	$27.67


Total Return	4.99%(b)	32.14%	31.92%	(9.57%)	40.81%	7.56%

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$264,534	$259,402	$221,337	$206,010	$106,757	$93,008
Expenses Before Waivers and Reimbursements	1.22%(c)	1.01%	0.74%(d)	(0.04%)(d)	(0.41%)(d)	(0.51%)(d)
Expenses After Waivers and Reimbursements	1.22%(c)	1.01%	0.74%	(0.04%)	(0.41%)	(0.51%)
Net Investment Income (Loss) After Waivers and Reimbursements	(0.07%)(c)	0.22%	1.69%	1.86%	1.49%	1.94%
Portfolio Turnover Rate	59%(b)	125%	149%	125%	107%	118%

(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, 2010, June 30, 2011, June 30, 2012 and June 30, 2013, the expense ratio was significantly lower than past years, due to a negative performance adjustment to the investment advisory fee. Please refer to 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.


95		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

ULTRA-SMALL COMPANY


	For the Period Ended 12/31/2014 (Unaudited)	Year Ended June 30
	For the Period Ended 12/31/2014 (Unaudited)	2014	2013	2012	2011	2010
Net Asset Value, Beginning of Period	$41.83	$39.36	$27.57	$29.65	$22.94	$19.76


Income from Investment Operations:
Net Investment Income(a)	0.18	0.41	0.43	0.13	0.07	0.19
Net Realized and Unrealized Gain (Loss)	(2.12)	8.33	11.38	(1.79)	6.83	3.22

Total from Investment Operations	(1.94)	8.74	11.81	(1.66)	6.90	3.41


Less Distributions to Shareholders from:
Net Investment Income	(0.30)	(0.76)	(0.02)	(0.42)	(0.19)	(0.23)
Net Realized Gain	(7.87)	(5.51)	-	-	-	-

Total Distributions	(8.17)	(6.27)	(0.02)	(0.42)	(0.19)	(0.23)


Net Asset Value, End of Period	$31.72	$41.83	$39.36	$27.57	$29.65	$22.94


Total Return	(3.49)%(b)	23.72%	42.85%	(5.41%)	30.12%	17.26%

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$139,136	$152,331	$132,064	$102,110	$94,434	$81,582
Expenses Before Waivers and Reimbursements	1.11%(c)	1.10%	1.17%	1.22%	1.18%	1.17%
Expenses After Waivers and Reimbursements	1.11%(c)	1.10%	1.17%	1.22%	1.18%	1.17%
Net Investment Income After Waivers and Reimbursements	0.90%(c)	0.98%	1.33%	0.49%	0.27%	0.83%
Portfolio Turnover Rate	45%(b)	99%	89%	93%	110%	133%

(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		96


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

ULTRA-SMALL COMPANY MARKET


	For the Period Ended 12/31/2014 (Unaudited)	Year Ended June 30
	For the Period Ended 12/31/2014 (Unaudited)	2014	2013	2012	2011	2010
Net Asset Value, Beginning of Period	$17.46	$15.44	$14.67	$15.34	$11.72	$10.50


Income from Investment Operations:
Net Investment Income(a)	0.07	0.12	0.22	0.12	0.12	0.14
Net Realized and Unrealized Gain (Loss)	0.12	3.66	3.49	(0.09)	3.65	1.25

Total from Investment Operations	0.19	3.78	3.71	0.03	3.77	1.39


Less Distributions to Shareholders from:
Net Investment Income	(0.14)	(0.18)	(0.40)	(0.14)	(0.15)	(0.17)
Net Realized Gain	(1.64)	(1.59)	(2.54)	(0.56)	-	-

Total Distributions	(1.78)	(1.77)	(2.94)	(0.70)	(0.15)	(0.17)


Paid in Capital from Redemption Fees(a)	0.02	0.01	0.00(b)	0.00(b)	0.00(b)	0.00(b)

Net Asset Value, End of Period	$15.89	$17.46	$15.44	$14.67	$15.34	$11.72


Total Return	1.86%(c)	25.48%	29.95%(d)	1.05%(d)	32.22%(d)	13.30%(d)

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$400,737	$424,096	$341,647	$302,432	$393,883	$343,668
Expenses Before Waivers and Reimbursements	0.73%(e)	0.72%	0.79%	0.83%	0.79%	0.77%
Expenses After Waivers and Reimbursements	0.73%(e)	0.72%	0.75%	0.75%	0.75%	0.75%
Net Investment Income After Waivers and Reimbursements	0.83%(e)	0.73%	1.52%	0.86%	0.82%	1.18%
Portfolio Turnover Rate	15%(c)	29%	41%	31%	42%	48%

(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.


97		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

SMALL-CAP MOMENTUM


	For the Period Ended 12/31/2014 (Unaudited)	Year Ended June 30				For the Period Ended 06/30/2010(a)
	For the Period Ended 12/31/2014 (Unaudited)	2014	2013	2012	2011	For the Period Ended 06/30/2010(a)
Net Asset Value, Beginning of Period	$13.00	$12.19	$11.25	$12.74	$9.33	$10.00


Income from Investment Operations:
Net Investment Income(b)	0.06	0.01	0.10	0.04	0.09	0.00(c)
Net Realized and Unrealized Gain (Loss)	(0.27)	2.29	2.20	(0.35)	3.40	(0.67)

Total from Investment Operations	(0.21)	2.30	2.30	(0.31)	3.49	(0.67)


Less Distributions to Shareholders from:
Net Investment Income	(0.07)	(0.02)	(0.19)	(0.01)	(0.08)	-
Net Realized Gain	(1.10)	(1.47)	(1.17)	(1.18)	-	-

Total Distributions	(1.17)	(1.49)	(1.36)	(1.19)	(0.08)	-


Paid in Capital from Redemption Fees(b)	0.00(c)	0.00(c)	0.00(c)	0.01	0.00(c)	-

Net Asset Value, End of Period	$11.62	$13.00	$12.19	$11.25	$12.74	$9.33


Total Return	(1.16%)(d)(e)	19.46%(e)	22.31%(e)	(1.40%)(e)	37.49%(e)	(6.70%)(d)(e)

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$5,151	$5,894	$4,437	$2,070	$3,002	$1,888
Expenses Before Waivers and Reimbursements	3.33%(f)	3.08%	5.42%	5.73%	5.43%	11.24%(f)
Expenses After Waivers and Reimbursements	0.90%(f)	0.90%	0.90%	0.90%	0.90%	0.90%(f)
Net Investment Income After Waivers and Reimbursements	1.04%(f)	0.07%	0.89%	0.38%	0.79%	0.50%(f)
Portfolio Turnover Rate	101%(d)	242%	264%	230%	272%	3%(d)

(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.


www.bridgeway.com		98


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

SMALL-CAP GROWTH


	For the Period Ended 12/31/14 (Unaudited)	Year Ended June 30
	For the Period Ended 12/31/14 (Unaudited)	2014	2013	2012	2011	2010
Net Asset Value, Beginning of Period	$18.68	$15.11	$11.63	$12.42	$9.14	$8.46


Income from Investment Operations:
Net Investment Income (Loss)(a)	(0.02)	0.01	0.08	(0.02)	(0.01)	0.02
Net Realized and Unrealized Gain (Loss)	0.43	3.63	3.40	(0.77)	3.31	0.70

Total from Investment Operations	0.41	3.64	3.48	(0.79)	3.30	0.72


Less Distributions to Shareholders from:
Net Investment Income	(0.01)	(0.07)	-	0.00(b)	(0.02)	(0.04)

Total Distributions	(0.01)	(0.07)	-	0.00(b)	(0.02)	(0.04)

Net Asset Value, End of Period	$19.08	$18.68	$15.11	$11.63	$12.42	$9.14

Total Return	2.21%(c)(d)	24.11%(d)	29.92%(d)	(6.35%)(d)	36.17%(d)	8.44%

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$34,340	$33,419	$30,605	$31,778	$46,717	$57,011
Expenses Before Waivers and Reimbursements	1.09%(e)	1.07%	1.13%	1.08%	0.98%	0.93%
Expenses After Waivers and Reimbursements	0.94%(e)	0.94%	0.94%	0.94%	0.94%	0.93%
Net Investment Income (Loss) After Waivers and Reimbursements	(0.27%)(e)	0.06%	0.60%	(0.14%)	(0.12%)	0.21%
Portfolio Turnover Rate	66%(c)	121%	78%	63%	87%	87%

(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.


99		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

SMALL-CAP VALUE


	For the Period Ended 12/31/14 (Unaudited)	Year Ended June 30
	For the Period Ended 12/31/14 (Unaudited)	2014	2013	2012	2011	2010
Net Asset Value, Beginning of Period	$23.06	$19.21	$14.82	$15.12	$11.45	$9.73


Income from Investment Operations:
Net Investment Income(a)	0.09	0.15	0.29	0.15	0.14	0.07
Net Realized and Unrealized Gain (Loss)	(0.58)	3.80	4.46	(0.26)	3.60	1.72

Total from Investment Operations	(0.49)	3.95	4.75	(0.11)	3.74	1.79


Less Distributions to Shareholders from:
Net Investment Income	(0.17)	(0.10)	(0.36)	(0.19)	(0.07)	(0.07)

Total Distributions	(0.17)	(0.10)	(0.36)	(0.19)	(0.07)	(0.07)

Net Asset Value, End of Period	$22.40	$23.06	$19.21	$14.82	$15.12	$11.45

Total Return	(2.10%)(b)(c)	20.63%(c)	32.49%	(0.59%)(c)	32.73%	18.35%

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$78,618	$85,782	$79,248	$67,610	$93,714	$108,701
Expenses Before Waivers and Reimbursements	0.98%(d)	0.97%	0.91%	0.99%	0.87%	0.91%
Expenses After Waivers and Reimbursements	0.94%(d)	0.94%	0.91%	0.94%	0.87%	0.91%
Net Investment Income After Waivers and Reimbursements	0.82%(d)	0.71%	1.71%	1.10%	1.03%	0.64%
Portfolio Turnover Rate	34%(b)	83%	64%	49%	84%	81%

(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.


www.bridgeway.com		100


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

LARGE-CAP GROWTH


	For the Period Ended 12/31/14 (Unaudited)	Year Ended June 30
	For the Period Ended 12/31/14 (Unaudited)	2014	2013	2012	2011	2010
Net Asset Value, Beginning of Period	$20.51	$16.18	$13.33	$13.38	$10.17	$9.06


Income from Investment Operations:
Net Investment Income(a)	0.04	0.13	0.16	0.09	0.06	0.06
Net Realized and Unrealized Gain (Loss)	2.17	4.29	2.88	(0.05)	3.22	1.11

Total from Investment Operations	2.21	4.42	3.04	0.04	3.28	1.17


Less Distributions to Shareholders from:
Net Investment Income	(0.11)	(0.09)	(0.19)	(0.09)	(0.07)	(0.06)

Total Distributions	(0.11)	(0.09)	(0.19)	(0.09)	(0.07)	(0.06)

Net Asset Value, End of Period	$22.61	$20.51	$16.18	$13.33	$13.38	$10.17

Total Return	10.80%(b)(c)	27.41%(c)	23.06%(c)	0.37%(c)	32.31%(c)	12.89%(c)

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$70,925	$56,344	$47,967	$48,444	$58,478	$58,409
Expenses Before Waivers and Reimbursements	0.87%(d)	0.87%	0.90%	0.92%	0.86%	0.86%
Expenses After Waivers and Reimbursements	0.84%(d)	0.84%	0.84%	0.84%	0.84%	0.84%
Net Investment Income After Waivers and Reimbursements	0.41%(d)	0.70%	1.10%	0.74%	0.47%	0.55%
Portfolio Turnover Rate	31%(b)	74%	49%	55%	65%	40%

(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.


101		Semi-Annual Report \| December 31, 2014 (Unaudited)


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

BLUE CHIP 35 INDEX


	For the Period Ended 12/31/2014 (Unaudited)	Year Ended June 30
	For the Period Ended 12/31/2014 (Unaudited)	2014	2013	2012	2011	2010
Net Asset Value, Beginning of Period	$11.39	$9.59	$8.16	$7.60	$6.18	$5.66


Income from Investment Operations:
Net Investment Income(a)	0.12	0.23	0.21	0.17	0.15	0.13
Net Realized and Unrealized Gain	0.45	1.77	1.46	0.55	1.39	0.52

Total from Investment Operations	0.57	2.00	1.67	0.72	1.54	0.65


Less Distributions to Shareholders from:
Net Investment Income	(0.23)	(0.20)	(0.24)	(0.16)	(0.12)	(0.13)

Total Distributions	(0.23)	(0.20)	(0.24)	(0.16)	(0.12)	(0.13)


Net Asset Value, End of Period	$11.73	$11.39	$9.59	$8.16	$7.60	$6.18


Total Return	5.05%(b)(c)	21.11%(c)	20.89%(c)	9.72%(c)	25.10%(c)	11.25%(c)(d)

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$616,557	$556,985	$463,146	$264,161	$331,565	$222,586
Expenses Before Waivers and Reimbursements	0.23%(e)	0.25%	0.27%	0.29%	0.27%	0.27%
Expenses After Waivers and Reimbursements	0.15%(e)	0.15%	0.15%	0.15%	0.15%	0.15%
Net Investment Income After Waivers and Reimbursements	2.10%(e)	2.20%	2.36%	2.28%	2.09%	1.99%
Portfolio Turnover Rate	4%(b)	28%	28%	33%	19%	28%

(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 each period indicated)

MANAGED VOLATILITY


	For the Period Ended 12/31/2014 (Unaudited)	Year Ended June 30
	For the Period Ended 12/31/2014 (Unaudited)	2014	2013	2012	2011	2010
Net Asset Value, Beginning of Period	$13.94	$12.75	$11.94	$11.58	$10.23	$10.19


Income from Investment Operations:
Net Investment Income(a)	0.00(b)	0.02	0.05	0.04	0.07	0.10
Net Realized and Unrealized Gain	0.09	1.20	0.81	0.39	1.37	0.08

Total from Investment Operations	0.09	1.22	0.86	0.43	1.44	0.18


Less Distributions to Shareholders from:
Net Investment Income	(0.02)	(0.03)	(0.05)	(0.07)	(0.09)	(0.14)

Total Distributions	(0.02)	(0.03)	(0.05)	(0.07)	(0.09)	(0.14)


Net Asset Value, End of Period	$14.01	$13.94	$12.75	$11.94	$11.58	$10.23


Total Return	0.63%(c)(d)	9.61%(d)	7.23%(d)	3.74%(d)	14.15%(d)	1.67%(d)

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$48,423	$46,908	$26,703	$23,705	$29,246	$33,684
Expenses Before Waivers and Reimbursements	1.05%(e)	1.14%	1.35%	1.43%	1.22%	1.05%
Expenses After Waivers and Reimbursements	0.94%(e)	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income After Waivers and Reimbursements	0.02%(e)	0.17%	0.37%	0.39%	0.63%	0.91%
Portfolio Turnover Rate	21%(c)	39%	45%	41%	34%	33%

(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.


103		Semi-Annual Report \| December 31, 2014 (Unaudited)


NOTES TO FINANCIAL STATEMENTS

December 31, 2014 (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, 2014 (each is referred to as 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, 2014, 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, securities for which market quotations are readily available are valued at the last sale price on the national exchange on which such securities are primarily traded. In the case of securities reported on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system, the securities are valued based on the NASDAQ Official Closing Price. In the absence of recorded sales on their primary exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions.

Fixed income securities are valued on the basis of current market quotations provided by a pricing service. Options are valued at the close if there is trading volume and, if there is no trading volume, the options are valued at the bid on long positions and the ask on the short positions.

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


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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

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

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

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

•

Level 1 — quoted prices in active markets for identical assets

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

•

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs, are classified as Level 2 prices. These generally include certain 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.

The Dreyfus Cash Management Fund, which is held by each 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 results of the Funds’ operations.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of December 31, 2014 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, 2014, 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.


105		Semi-Annual Report \| December 31, 2014 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

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, 2014:


							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	$	8,534,097		-	$	8,534,097		-	$	8,534,097		-
Ultra-Small Company
Securities lending	$	10,667,365		-	$	10,667,365		-	$	10,667,365		-
Ultra-Small Company Market
Securities lending	$	40,839,065		-	$	40,839,065		-	$	40,839,065		-
Small-Cap Momentum
Securities lending	$	515,948		-	$	515,948		-	$	515,948		-
Small-Cap Growth
Securities lending	$	6,641,052		-	$	6,641,052		-	$	6,641,052		-
Small-Cap Value
Securities lending	$	7,869,615		-	$	7,869,615		-	$	7,869,615		-
Large-Cap Growth
Securities lending	$	1,339,980		-	$	1,339,980		-	$	1,339,980		-
Managed Volatility
Securities lending	$	5,146		-	$	5,146		-	$	5,146		-

Collateral with a value of $10,840,059, $11,317,492, $42,446,552, $537,683, $6,892,450, $8,128,857, $2,487,314, and $5,400 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, Large-Cap Growth, and Managed Volatility Funds, respectively. Excess of collateral received from an individual counterparty is not shown here 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, 2014 the collateral consisted of an institutional money market fund.


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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

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

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, 2014 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

Aggressive Investors 1

Equity Contracts

Purchased Option

Investments at Value

71,300

Managed Volatility

Equity Contracts

Written Option

Call Options Written at Value Put Options Written at Value

735,515
242,370

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

Change in Unrealized Appreciation (Depreciation) on Investments

27,669

Managed Volatility

Equity Contracts

Written Option

Realized Gain (Loss) on Written Options Change in Unrealized Appreciation (Depreciation) on Written Options

26,749

10,258

Futures Contract

Realized Gain (Loss) on Futures Contracts

(1,280,302

)

The derivative instruments outstanding as of December 31, 2014, 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 derivatives activity for the Funds.


107		Semi-Annual Report \| December 31, 2014 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

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, 2014, the Funds had no open futures contracts.

Options The Aggressive Investors 1 Fund may buy and sell calls and puts to increase or decrease the Fund’s exposure to stock market risk or for purposes of diversification of risk. The Managed Volatility Fund may buy and sell calls and puts to reduce the Fund’s volatility and provide some cash flow. An option is a contract conveying a right to buy or sell a financial instrument at a specified price during a stipulated period. The premium paid by a Fund for the purchase of a call or a put option is included in such Fund’s Schedule of Investments as an investment and subsequently marked-to-market to reflect the current market value of the option. When a Fund writes a call or a put option, an amount equal to the premium received by such Fund is included in its Statement of Assets and Liabilities as a liability and is subsequently marked-to-market to reflect the current market value of the option written. If an option that a Fund has written either expires on its stipulated expiration date, or if such Fund enters into a closing purchase transaction, that Fund realizes a gain (or a loss if the cost of a closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such options is extinguished. If a call option that a Fund has written is assigned, such Fund realizes a gain or loss from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a put option that a Fund has written is assigned, the amount of the premium originally received reduces the cost of the security that such Fund purchased upon exercise of the option. Buying calls increases a Fund’s exposure to the underlying security to the extent of any premium paid. Buying puts on a stock market index tends to limit a Fund’s exposure to a stock market decline. All options purchased by the Funds were listed on exchanges and considered liquid positions with readily available market quotes.

Covered Call Options and Secured Puts The Aggressive Investors 1 and Managed Volatility Funds may write call options on a covered basis, that is, a Fund will own the underlying security, or a Fund may write secured puts. The principal reason for writing covered calls and secured puts on a security is to attempt to realize income through the receipt of premiums. The option writer has, in return for the premium, given up the opportunity for profit from a substantial price increase in the underlying security so long as the obligation as a writer continues, but has retained the risk of loss should the price of the security decline. All options were listed on exchanges and considered liquid positions with readily available market quotes. Transactions in options written during the period ended December 31, 2014 are as follows:


	Managed Volatility Fund Written Call Options						Managed Volatility Fund Written Put Options
	Contracts			Premiums			Contracts			Premiums
Outstanding, June 30, 2014		1,510		$	241,740			2,029		$	397,134
Positions Opened		4,260			841,342			3,528			688,795
Exercised		(1,048	)		(192,501	)		(1,755	)		(300,879	)
Splits		-			-			-			-
Expired		(1,381	)		(222,491	)		(2,390	)		(455,716	)
Closed		(841	)		(159,069	)		(42	)		(14,515	)
Outstanding, December 31, 2014		2,500		$	509,021			1,370		$	314,819
Value, December 31, 2014				$	(735,515	)				$	(242,370	)


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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

The Aggressive Investors 1 Fund had no transactions in written options during the period ended December 31, 2014.

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.

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.


109		Semi-Annual Report \| December 31, 2014 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

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, 2014. 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 12/31/14

Aggressive Investors 1		1.75	%	$	-
Ultra-Small Company		1.85	%		-
Ultra-Small Company Market		0.75	%		-
Small-Cap Momentum*		0.90	%		64,852
Small-Cap Growth		0.94	%		24,532
Small-Cap Value		0.94	%		16,130
Large-Cap Growth		0.84	%		9,399
Blue Chip 35 Index		0.15	%		228,326
Managed Volatility		0.94	%		25,580

*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 $127,045, $128,493, $121,419 and $64,852, which expire June 30, 2015, June 30, 2016, June 30, 2017 and June 30, 2018, respectively.

Other Related Party Transactions: The Funds will engage in inter-portfolio trades when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales during the period ended December 31, 2014 were as follows:


Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales

Aggressive Investors 1	$	620,411	$	4,226,503
Ultra-Small Company		603,313		12,056,567
Ultra-Small Company Market		9,601,475		4,136,912
Small-Cap Momentum		-		63,856
Small-Cap Growth		143,120		133,551
Small-Cap Value		786,771		5,200,789


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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

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.

Board of Directors Compensation Independent Directors are paid an annual retainer of $15,000, with an additional retainer of $5,000 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. Independent Directors are paid $6,250 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 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 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.

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, 2014 were as follows:


	Purchases				Sales
Bridgeway Fund	U.S. Government		Other		U.S. Government		Other

Aggressive Investors 1	$	-	$	151,789,558	$	-	$	156,289,520
Ultra-Small Company		-		64,909,006		-		68,893,535
Ultra-Small Company Market		-		59,279,348		-		84,283,905
Small-Cap Momentum		-		5,410,028		-		6,042,911
Small-Cap Growth		-		22,134,820		-		21,743,156
Small-Cap Value		-		27,075,458		-		31,791,718
Large-Cap Growth		-		25,956,049		-		19,034,746
Blue Chip 35 Index		-		57,814,234		-		22,146,570
Managed Volatility		-		8,953,298		-		5,410,999

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.


111		Semi-Annual Report \| December 31, 2014 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/ depreciation and the cost of investment securities for tax purposes, including short-term securities as of December 31, 2014, were as follows:


	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market
Gross appreciation (excess of value over tax cost)	$	54,478,925		$	26,230,833		$	145,352,816
Gross depreciation (excess of tax cost over value)		(6,617,074	)		(8,328,806	)		(16,220,427	)
Net unrealized appreciation (depreciation)	$	47,861,851		$	17,902,027		$	129,132,389
Cost of investments for income tax purposes	$	226,492,014		$	132,316,663		$	313,515,783

	Small-Cap Momentum			Small-Cap Growth			Small-Cap Value
Gross appreciation (excess of value over tax cost)	$	476,211		$	5,419,559		$	10,633,846
Gross depreciation (excess of tax cost over value)		(80,801	)		(2,261,157	)		(3,881,148	)
Net unrealized appreciation (depreciation)	$	395,410		$	3,158,402		$	6,752,698
Cost of investments for income tax purposes	$	5,286,378		$	38,076,743		$	79,987,998

	Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
Gross appreciation (excess of value over tax cost)	$	16,045,146		$	203,136,992		$	8,806,181
Gross depreciation (excess of tax cost over value)		(1,394,602	)		(6,078,886	)		(440,733	)
Net unrealized appreciation (depreciation)	$	14,650,544		$	197,058,106		$	8,365,448
Cost of investments for income tax purposes	$	59,747,546		$	418,552,987		$	43,852,708

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale loss deferrals and basis adjustments on investments in business development companies and passive foreign investment companies (PFICs).

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

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2014 and June 30, 2013, respectively, are as follows:


	Aggressive Investors 1				Ultra-Small Company
	Year Ended June 30, 2014		Year Ended June 30, 2013		Year Ended June 30, 2014		Year Ended June 30, 2013
Distributions paid from:
Ordinary Income	$	1,735,698	$	2,292,186	$	2,464,929	$	62,868
Long-Term Capital Gain		-		-		17,948,088		-
Total	$	1,735,698	$	2,292,186	$	20,413,017	$	62,868

	Ultra-Small Company Market				Small-Cap Momentum
	Year Ended June 30, 2014		Year Ended June 30, 2013		Year Ended June 30, 2014		Year Ended June 30, 2013
Distributions paid from:
Ordinary Income	$	2,799,151	$	6,696,197	$	490,538	$	141,707
Long-Term Capital Gain		37,195,176		49,178,491		131,251		111,136
Total	$	39,994,327	$	55,874,688	$	621,789	$	252,843


www.bridgeway.com		112


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)


	Small-Cap Growth				Small-Cap Value
	Year Ended June 30, 2014		Year Ended June 30, 2013		Year Ended June 30, 2014		Year Ended June 30, 2013
Distributions paid from:
Ordinary Income	$	134,922	$	-	$	411,510	$	1,722,036
Total	$	134,922	$	-	$	411,510	$	1,722,036

	Large-Cap Growth				Blue Chip 35 Index
	Year Ended June 30, 2014		Year Ended June 30, 2013		Year Ended June 30, 2014		Year Ended June 30, 2013
Distributions paid from:
Ordinary Income	$	269,798	$	610,529	$	9,822,019	$	6,835,197
Total	$	269,798	$	610,529	$	9,822,019	$	6,835,197


	Managed Volatility
	Year Ended June 30, 2014		Year Ended June 30, 2013
Distributions paid from:
Ordinary Income	$	90,423	$	99,887
Total	$	90,423	$	99,887

As of June 30, 2014, the Funds had available for tax purposes, capital loss carryovers as follows:


	Aggressive Investors 1		Ultra-Small Company
Expiring 6/30/2016	$	-	$	142,941
6/30/2017		108,980,093		1,662,540
6/30/2018		16,094,317		-


	Small-Cap Growth		Small-Cap Value
Expiring 6/30/2018	$	17,152,005	$	26,606,068


	Large-Cap Growth		Blue Chip 35 Index		Managed Volatility
Expiring 6/30/2018	$	20,003,563	$	19,555,989	$	5,086,112
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 $125,074,410 which are subject to limitation, and the Ultra-Small Company Fund had accumulated losses of $1,805,481 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, 2014.


113		Semi-Annual Report \| December 31, 2014 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

LOGO

December 31, 2014 (Unaudited)

Capital loss carryovers utilized during the period June 30, 2014 were as follows:


Bridgeway Fund	Capital Loss Carryover Utilized

Aggressive Investors 1	$	51,574,990
Ultra-Small Company		601,827
Small-Cap Growth		8,191,935
Small-Cap Value		19,264,208
Large-Cap Growth		10,053,322
Blue Chip 35 Index		22,738,328
Managed Volatility		314,382

Components of Accumulated Earnings (Deficit) As of June 30, 2014, 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)	$	540,857		$	1,052,417		$	-
Accumulated Net Realized Gain (Loss) on Investments*		(125,074,410	)		25,944,865			33,386,169
Net Unrealized Appreciation/Depreciation of
Investments		44,557,245			27,089,503			138,180,819
Total	$	(79,976,308	)	$	54,086,785		$	171,566,988

	Small-Cap Momentum			Small-Cap Growth			Small-Cap Value
Accumulated Net Investment Income (Loss)	$	254,683		$	21,889		$	510,944
Accumulated Net Realized Gain (Loss) on Investments*		168,007			(17,152,005	)		(26,767,748	)
Net Unrealized Appreciation/Depreciation of
Investments		424,920			5,248,431			11,815,339
Total	$	847,610		$	(11,881,685	)	$	(14,441,465	)

	Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
Accumulated Net Investment Income (Loss)	$	190,722		$	5,514,002		$	59,669
Accumulated Net Realized Gain (Loss) on Investments*		(20,003,563	)		(22,212,179	)		(5,109,262	)
Net Unrealized Appreciation/Depreciation of
Investments		13,239,304			175,292,384			7,657,994
Total	$	(6,573,537	)	$	158,594,207		$	2,608,401

Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2015. The Small-Cap Value Fund has elected to defer qualified short-term late-year losses of ($161,680). The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Momentum, Small-Cap Growth, Large-Cap Growth, and Blue Chip 35 Index Funds have no deferred qualified late-year losses. The Managed Volatility Fund has elected to defer qualified late-year long-term capital losses of $(23,150).


www.bridgeway.com		114


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

For the fiscal year June 30, 2014, the Funds recorded the following reclassifications to the accounts listed below:


	Increase (Decrease)
	Aggressive Investors 1 Ultra-Small Company Ultra-Small Company Market
Paid-in-Capital	$	-		$	-		$	3,475,745
Undistributed Net Investment Income		-			(18,883	)		1,248,536
Accumulated Net Realized Gain (Loss) on Investments		-			18,883			(4,724,281	)

	Small-Cap Momentum			Small-Cap Growth			Small-Cap Value
Paid-in-Capital	$	30,408		$	-		$	-
Undistributed Net Investment Income		6,070			-			(29,047	)
Accumulated Net Realized Gain (Loss) on Investments		(36,478	)		-			29,047

	Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
Paid-in-Capital	$	-			$-		$	-
Undistributed Net Investment Income		-			-			-
Accumulated Net Realized Gain (Loss) on Investments		-			-			-

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

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

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon, effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 17, 2015. Advances under the Facility are limited to $15,000,000 in total for all Funds, and advances to each Fund shall not exceed certain limits set forth in the credit agreement, including, but not limited to, the maximum amount a Fund is permitted to borrow under the 1940 Act.

The Funds incur a commitment fee of 0.05% 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.


115		Semi-Annual Report \| December 31, 2014 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

For the period ended December 31, 2014, 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		1.40	%	$	731,706		17	$	479	$	1,720,000
Ultra-Small Company		1.41	%		525,676		37		750		1,297,000
Ultra-Small Company Market		1.41	%		1,122,049		61		2,635		3,362,000
Small-Cap Growth		1.41	%		299,333		18		208		517,000
Small-Cap Value		1.41	%		471,767		43		781		1,156,000
Blue Chip 35 Index		1.41	%		869,704		27		906		4,336,000
Managed Volatility		1.40	%		1,565,000		1		60		1,565,000
¹ Interest expense is included on the Statements of Operations in Miscellaneous expenses.

At December 31, 2014, Ultra-Small Company and Blue Chip 35 Index had loans outstanding in the amounts of $648,000 and $4,336,000, respectively.

8. Redemption Fees

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

9. Subsequent Events

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


www.bridgeway.com		116


OTHER INFORMATION

December 31, 2014 (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, 2014 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.


117		Semi-Annual Report \| December 31, 2014 (Unaudited)


DISCLOSURE OF FUND EXPENSES

December 31, 2014 (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, 2014 and held until December 31, 2014.

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 7/1/14		Ending Account Value at 12/31/14		Expense Ratio			Expenses Paid During Period* 7/1/14 - 12/31/14
Bridgeway Aggressive Investors 1 Fund
Actual Fund Return	$	1,000.00	$	1,049.90		1.22	%	$	6.30
Hypothetical Fund Return	$	1,000.00	$	1,019.06		1.22	%	$	6.21

Bridgeway Ultra-Small Company Fund
Actual Fund Return	$	1,000.00	$	965.10		1.11	%	$	5.50
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	$	1,018.60		0.73	%	$	3.71
Hypothetical Fund Return	$	1,000.00	$	1,021.53		0.73	%	$	3.72

Bridgeway Small-Cap Momentum Fund
Actual Fund Return	$	1,000.00	$	988.40		0.90	%	$	4.51
Hypothetical Fund Return	$	1,000.00	$	1,020.67		0.90	%	$	4.58

Bridgeway Small-Cap Growth Fund
Actual Fund Return	$	1,000.00	$	1,022.10		0.94	%	$	4.79
Hypothetical Fund Return	$	1,000.00	$	1,020.47		0.94	%	$	4.79

Bridgeway Small-Cap Value Fund
Actual Fund Return	$	1,000.00	$	979.00		0.94	%	$	4.69
Hypothetical Fund Return	$	1,000.00	$	1,020.47		0.94	%	$	4.79


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DISCLOSURE OF FUND EXPENSES (continued)

December 31, 2014 (Unaudited)


	Beginning Account Value at 7/1/14		Ending Account Value at 12/31/14		Expense Ratio			Expenses Paid During Period* 7/1/14 - 12/31/14
Bridgeway Large-Cap Growth Fund
Actual Fund Return	$	1,000.00	$	1,108.00		0.84	%	$	4.46
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	$	1,050.50		0.15	%	$	0.78
Hypothetical Fund Return	$	1,000.00	$	1,024.45		0.15	%	$	0.77
Bridgeway Managed Volatility
Actual Fund Return	$	1,000.00	$	1,006.30		0.94	%	$	4.75
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).


119		Semi-Annual Report \| December 31, 2014 (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 are 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.

LOGO


		A no-load mutual fund family of domestic funds

		Semi-Annual Report December 31, 2014 (Unaudited)

		OMNI SMALL-CAP VALUE		BOSVX

		OMNI TAX-MANAGED SMALL-CAP		BOTSX
		VALUE



		www.bridgeway.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			17
		Schedule of Investments			20

		STATEMENTS OF ASSETS AND LIABILITIES			30

		STATEMENTS OF OPERATIONS			31

		STATEMENTS OF CHANGES IN NET ASSETS			32

		FINANCIAL HIGHLIGHTS			33

		Notes to Financial Statements			35

		Other Information			42

		Disclosure of Fund Expenses			43

Bridgeway Funds Standardized Returns as of December 31, 2014 (Unaudited)


							Annualized
Fund	Quarter			Six Months			1 Year			5 Years		10 Years		Inception to Date			Inception Date		Gross Expense Ratio²			Net Expense Ratio²
Omni Small-Cap Value		5.22	%		-3.01	%		0.81	%		NA		NA		18.95	%		8/31/2011		0.73	%¹		0.62	%¹
Omni Tax-Managed Small-Cap Value		5.45	%		-3.57	%		0.44	%		NA		NA		12.21	%		12/31/2010		0.72	%¹		0.61	%¹

Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2014.

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.

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


i		www.bridgeway.com

LETTER FROM THE INVESTMENT MANAGEMENT TEAM

December 31, 2014

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 maintain a long-term perspective and whose investment goals fit our unique expertise: delivering investment solutions that are statistically driven and grounded in academic theory.

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

Sincerely,

Your Investment Management Team




John Montgomery	Christine L. Wang	Michael Whipple



Elena Khoziaeva

Market Review

The domestic equity markets rose in the fourth quarter of 2014, continuing the positive market momentum that started in November of 2012. Broad market returns for the quarter were up 5.24%, as represented by the Russell 3000 Index.

For the calendar year ended December 31, 2014, broad market stocks were up 12.56%, 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 14.75%, followed by large-cap value stocks, up 13.45%.

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.


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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Russell Style-Based Indexes Ranked by Performance for the Quarter and Calendar Year Ended December 31, 2014


	Quarter	Calendar Year
Best	+10.06%	+14.75%
Performing	Russell 2000 Growth Index	Russell Mid-Cap Value Index
	+9.40%	+13.45%
	Russell 2000 Value Index	Russell 1000 Value Index
	+6.05%	+13.05%
	Russell Mid-Cap Value Index	Russell 1000 Growth Index
	+5.84%	+12.70%
	Russell Mid-Cap Growth Index	Russell 3000 Value Index
	+5.31%	+12.44%
	Russell 3000 Value Index	Russell 3000 Growth Index
	+5.17%	+11.90%
	Russell 3000 Growth Index	Russell Mid-Cap Growth Index
	+4.98%	+5.60%
	Russell 1000 Value Index	Russell 2000 Growth Index
Worst	+4.78%	+4.22%
Performing	Russell 1000 Growth Index	Russell 2000 Value Index

The Bridgeway Omni Funds in this 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, 2014 (Unaudited)

Omni Small-Cap Value Fund

MANAGER’S COMMENTARY

(Unaudited)

December 31, 2014

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2014, our Fund appreciated 5.22%, underperforming our primary market benchmark, the Russell 2000 Value Index (+9.40%).

For the six-month “semi-annual” period ending December 31, 2014, total returns were -3.01% for the Fund and 0.01% for the Russell 2000 Value Index.

For the calendar year, total returns were 0.81% for the Fund and 4.22% 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, 2014


										Annualized
	Quarter			6 Months			1 Year			Since Inception (8/31/11)

Omni Small-Cap Value Fund		5.22	%		-3.01	%		0.81	%		18.95	%
Russell 2000 Value Index		9.40	%		0.01	%		4.22	%		17.46	%

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, 2014, Omni Small-Cap Value Fund ranked 243^rd of 295 small-cap value funds for the twelve-month period ended December 31, 2014 and 60^th of 244 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.


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Omni Small-Cap Value Fund

MANAGER’S COMMENTARY (continued)

(Unaudited)

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

from Inception 8/31/11 to 12/31/14

LOGO

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, 2014, we held 614 such stocks in a market cap-weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund’s investment in deeper value and smaller cap stocks generally detracted from performance. The Financials sector was the Fund’s strongest performing sector, contributing 4.48% to the Fund’s quarterly total return. The Energy sector was the laggard, detracting -5.86% from the Fund’s quarterly return as small cap stocks were hit particularly hard in the severe oil price decline.

Detailed Explanation of Calendar Year Performance

Our exposure to smaller cap size and deeper value detracted from our relative performance for the year. Relative to its primary market benchmark, the Fund was overweighted in the Energy sector, which did not perform well for the year, detracting from absolute and relative returns. By design, Utility sector stocks and Real Estate Investment Trusts (REITs), both strong performers for the calendar year, are not held in the Fund, which hurt our relative performance.

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Century Aluminum Co.	Metals & Mining	0.8%
2	Hawaiian Holdings, Inc.	Airlines	0.8%
3	PHI, Inc.	Energy Equipment & Services	0.7%
4	Sanmina Corp.	Electronic Equipment, Instruments & Components	0.7%
5	OM Group, Inc.	Chemicals	0.7%
6	Andersons, Inc. (The)	Food & Staples Retailing	0.7%
7	ACCO Brands Corp.	Commercial Services & Supplies	0.7%
8	Fresh Del Monte Produce, Inc.	Food Products	0.6%
9	Cooper-Standard Holding, Inc.	Auto Components	0.6%
10	Aircastle, Ltd.	Trading Companies & Distributors	0.6%
	Total		6.9%


4		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Small-Cap Value Fund

MANAGER’S COMMENTARY

(Unaudited)

Industry Sector Representation as of December 31, 2014


	% of Portfolio			% of Russell 2000 Value Index			Difference
Consumer Discretionary		10.9	%		11.7	%		-0.8	%
Consumer Staples		6.0	%		2.8	%		3.2	%
Energy		11.6	%		4.1	%		7.5	%
Financials		32.7	%		40.9	%		-8.2	%
Health Care		4.5	%		5.4	%		-0.9	%
Industrials		16.7	%		13.0	%		3.7	%
Information Technology		10.7	%		10.0	%		0.7	%
Materials		5.0	%		4.4	%		0.6	%
Telecommunication Services		1.5	%		0.8	%		0.7	%
Utilities		0.0	%		6.9	%		-6.9	%
Cash & Other Assets		0.4	%		0.0	%		0.4	%
Total		100.0	%		100.0	%

Disclaimer

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.bridgeway.com		5

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
COMMON STOCKS - 99.63%
Aerospace & Defense - 1.43%
	AAR Corp.		92,600	$	2,572,428
	Arotech Corp.*+		162,800		377,696
	Ducommun, Inc.*		33,100		836,768
	Engility Holdings, Inc.*		51,400		2,199,920
	Erickson, Inc.*+		1,417		11,818
	LMI Aerospace, Inc.*+		15,000		211,500
	National Presto Industries, Inc.+		5,020		291,361
	Sypris Solutions, Inc.		6,400		16,896

					6,518,387
Air Freight & Logistics - 0.63%
	Air Transport Services Group, Inc.*		260,200		2,227,312
	Atlas Air Worldwide Holdings, Inc.*		12,800		631,040

					2,858,352
Airlines - 1.41%
	Hawaiian Holdings, Inc.*+		135,634		3,533,266
	Republic Airways Holdings, Inc.*		130,550		1,904,724
	SkyWest, Inc.		73,800		980,064

					6,418,054

Auto Components - 1.98%
	China Automotive Systems, Inc.		28,200		199,938
	China XD Plastics Co., Ltd.*+		100,900		547,887
	Cooper Tire & Rubber Co.		14,000		485,100
	Cooper-Standard Holding, Inc.*		51,000		2,951,880
	Fuel Systems Solutions, Inc.*		40,000		437,600
	Modine Manufacturing Co.*		84,000		1,142,400
	Remy International, Inc.+		21,600		451,872
	SORL Auto Parts, Inc.*+		29,900		110,331
	Spartan Motors, Inc.		22,000		115,720
	Stoneridge, Inc.*		55,900		718,874
	Strattec Security Corp.		1,300		107,354
	Superior Industries International, Inc.		90,400		1,789,016

					9,057,972

Beverages - 0.07%
	MGP Ingredients, Inc.		11,318		179,503
	Primo Water Corp.*		37,600		162,056

					341,559

Building Products - 0.75%
	Alpha Pro Tech, Ltd.*+		52,000		133,640


Industry	Company	Shares		Value

Building Products (continued)
	Gibraltar Industries, Inc.*		81,850	$	1,330,881
	Griffon Corp.		108,900		1,448,370
	Universal Forest Products, Inc.		10,000		532,000

					3,444,891

Capital Markets - 1.58%
	Arlington Asset Investment Corp., Class A+		13,700		364,557
	BlackRock Kelso Capital Corp.		35,000		287,000
	Calamos Asset Management, Inc., Class A		30,500		406,260
	Cowen Group, Inc., Class A*		105,900		508,320
	FBR & Co.*		21,600		531,144
	GFI Group, Inc.		75,000		408,750
	Gladstone Capital Corp.+		31,900		263,813
	INTL. FCStone, Inc.*		2,200		45,254
	Investment Technology Group, Inc.*		57,050		1,187,781
	JMP Group, Inc.		87,300		665,226
	KCG Holdings, Inc., Class A*		35,000		407,750
	Manning & Napier, Inc.		17,000		234,940
	MCG Capital Corp.+		50,000		191,500
	OFS Capital Corp.+		28,708		338,180
	Oppenheimer Holdings, Inc., Class A		31,093		722,912
	Piper Jaffray Cos.*		11,400		662,226

					7,225,613

Chemicals - 2.03%
	Core Molding Technologies, Inc.*		17,000		234,600
	Gulf Resources, Inc.*		153,200		177,712
	Intrepid Potash, Inc.*		10,000		138,800
	KMG Chemicals, Inc.		58,200		1,164,000
	Kraton Performance Polymers, Inc.*		85,750		1,782,742
	OM Group, Inc.		108,300		3,227,340
	Penford Corp.*		12,302		229,924
	Schulman (A.), Inc.		57,500		2,330,475

					9,285,593

Commercial Banks - 16.87%
	1st Source Corp.		78,952		2,708,843
	Access National Corp.		2,700		45,711
	American National Bankshares, Inc.		21,800		540,858
	American River Bankshares*		21,300		200,646


6		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
	AmeriServ Financial, Inc.		5,000	$	15,700
	Bank of Commerce Holdings+		45,300		270,441
	Banner Corp.		11,450		492,579
	Bar Harbor Bankshares		11,250		360,000
	Baylake Corp.		3,000		37,470
	BBCN Bancorp, Inc.		15,000		215,700
	BCB Bancorp, Inc.		10,400		121,992
	BNC Bancorp+		73,844		1,270,855
	BSB Bancorp, Inc.*+		31,633		589,323
	C&F Financial Corp.		1,200		47,688
	Camden National Corp.		9,500		378,480
	Capital City Bank Group, Inc.		28,150		437,451
	Cardinal Financial Corp.		25,000		495,750
	Carolina Bank Holdings, Inc.*		11,500		106,950
	Central Pacific Financial Corp.		25,000		537,500
	Central Valley Community Bancorp+		20,000		221,600
	Century Bancorp, Inc., Class A		15,200		608,912
	Chemical Financial Corp.		61,500		1,884,360
	Chemung Financial Corp.+		13,500		373,815
	Citizens & Northern Corp.		15,000		310,050
	CNB Financial Corp.+		29,000		536,500
	Codorus Valley Bancorp, Inc.		3,990		81,196
	Community Bankers Trust Corp.*+		5,000		22,100
	Customers Bancorp, Inc.*		20,000		389,200
	Enterprise Bancorp, Inc.+		11,775		297,319
	Enterprise Financial Services Corp.		27,700		546,521
	Farmers Capital Bank Corp.*		18,400		428,536
	Farmers National Banc Corp.+		150		1,252
	Fidelity Southern Corp.		55,723		897,698
	Financial Institutions, Inc.		39,300		988,395
	First Bancorp		49,571		915,576
	First Bancorp, Inc.		1,295		23,427
	First BanCorp. (Puerto Rico)*		327,800		1,924,186
	First Busey Corp.+		55,710		362,672
	First Business Financial Services, Inc.		9,400		450,354
	First Citizens Banc Corp.+		2,000		20,600
	First Commonwealth Financial Corp.		158,300		1,459,526
	First Community Bancshares, Inc.		44,000		724,680


Industry	Company	Shares		Value

Commercial Banks (continued)
	First Connecticut Bancorp, Inc.		16,100	$	262,752
	First Financial Bancorp		66,600		1,238,094
	First Financial Corp.		37,000		1,317,940
	First Internet Bancorp		1,500		25,110
	First Interstate BancSystem, Inc., Class A		95,200		2,648,464
	First Merchants Corp.		79,311		1,804,325
	First Midwest Bancorp, Inc.		129,000		2,207,190
	First of Long Island Corp. (The)		12,000		340,440
	First United Corp.*		5,000		42,950
	Flushing Financial Corp.		44,297		897,900
	German American Bancorp, Inc.		13,000		396,760
	Great Southern Bancorp, Inc.		21,000		833,070
	Hampton Roads Bankshares, Inc.*+		386,754		649,747
	Hanmi Financial Corp.		50,050		1,091,590
	Heritage Commerce Corp.		28,100		248,123
	Heritage Financial Corp.		60,260		1,057,563
	Heritage Oaks Bancorp		200		1,678
	HomeTrust Bancshares, Inc.*		2,961		49,330
	Horizon Bancorp		3,150		82,341
	Hudson Valley Holding Corp.		25,200		684,432
	Independent Bank Corp., MA		6,500		278,265
	Independent Bank Corp., MI		75,625		986,906
	International Bancshares Corp.		90,687		2,406,833
	Intervest Bancshares Corp.		59,100		593,955
	Lakeland Bancorp, Inc.		102,050		1,193,985
	LNB Bancorp, Inc.		26,672		480,896
	Macatawa Bank Corp.+		13,200		71,808
	MainSource Financial Group, Inc.		41,750		873,410
	MB Financial, Inc.		17,400		571,764
	MBT Financial Corp.*		60,322		301,007
	Mercantile Bank Corp.		31,600		664,232
	Merchants Bancshares, Inc.		5,000		153,150
	Metro Bancorp, Inc.*		27,300		707,616
	Middleburg Financial Corp.		21,400		387,768
	MidSouth Bancorp, Inc.		22,500		390,150
	MidWestOne Financial Group, Inc.		15,000		432,150
	Monarch Financial Holdings, Inc.+		13,662		187,852
	MutualFirst Financial, Inc.		10,900		239,473
	National Bankshares, Inc.+		2,500		75,975


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Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
	National Penn Bancshares, Inc.		25,000	$	263,125
	NBT Bancorp, Inc.		13,000		341,510
	NewBridge Bancorp*		96,700		842,257
	Northrim BanCorp, Inc.		30,445		798,877
	OFG Bancorp+		92,600		1,541,790
	Old Line Bancshares, Inc.+		50		791
	Old National Bancorp		20,000		297,600
	Old Second Bancorp, Inc.*		54,750		294,008
	Orrstown Financial Services, Inc.*		16,800		285,264
	Pacific Continental Corp.		55,500		786,990
	Pacific Mercantile Bancorp*		20,000		140,800
	Park Sterling Corp.		48,852		359,062
	Peapack Gladstone Financial Corp.		6,894		127,953
	Peoples Bancorp, Inc.		29,200		757,156
	Pinnacle Financial Partners, Inc.		18,700		739,398
	Preferred Bank		35,700		995,673
	Premier Financial Bancorp, Inc.		25,200		392,616
	QCR Holdings, Inc.		2,000		36,080
	Renasant Corp.		47,946		1,387,078
	Republic Bancorp, Inc., Class A		21,550		532,716
	Republic First Bancorp, Inc.*+		37,000		138,750
	S&T Bancorp, Inc.		49,300		1,469,633
	Salisbury Bancorp, Inc.+		1,183		31,882
	Sandy Spring Bancorp, Inc.		24,000		625,920
	SB Financial Group, Inc.+		400		3,744
	Shore Bancshares, Inc.*		1,112		10,342
	Sierra Bancorp		45,000		790,200
	South State Corp.		14,506		973,062
	Southern National Bancorp of Virginia, Inc.		20,000		226,000
	Southside Bancshares, Inc.+		14,003		404,827
	Southwest Bancorp, Inc.		32,900		571,144
	State Bank Financial Corp.		97,384		1,945,732
	Sun Bancorp, Inc.*		10,000		194,000
	Tompkins Financial Corp.		12,808		708,282
	TowneBank+		10,000		151,200
	Trico Bancshares		37,400		923,780
	TriState Capital Holdings, Inc.*		50,000		512,000
	Trustmark Corp.		32,100		787,734
	Union Bankshares Corp.		60,966		1,468,061
	United Community Banks, Inc.		35,650		675,211
	Univest Corp. of Pennsylvania		62,600		1,267,024


Industry	Company	Shares		Value

Commercial Banks (continued)
	WesBanco, Inc.		51,900	$	1,806,120
	Wilshire Bancorp, Inc.		40,000		405,200
	Yadkin Financial Corp.*		38,452		755,582

					76,985,580

Commercial Services & Supplies - 2.25%
	ACCO Brands Corp.*		333,000		3,000,330
	Acme United Corp.		735		14,693
	Brink’s Co. (The)		22,000		537,020
	Courier Corp.		31,200		465,504
	Ecology & Environment, Inc., Class A+		1,500		13,785
	EnerNOC, Inc.*		35,000		540,750
	Ennis, Inc.		84,492		1,138,107
	Heritage-Crystal Clean, Inc.*		13,954		172,053
	Kimball International, Inc., Class B		107,200		977,664
	Metalico, Inc.*+		160,000		54,400
	Multi-Color Corp.		22,400		1,241,408
	Quad/Graphics, Inc.		70,000		1,607,200
	TRC Cos., Inc.*		10,600		67,204
	Viad Corp.		17,400		463,884

					10,294,002

Communications Equipment - 0.62%
	Bel Fuse, Inc., Class B		13,500		369,090
	Black Box Corp.		51,561		1,232,308
	Blonder Tongue Laboratories*+		10,000		26,900
	ClearOne, Inc.+		27,500		265,650
	Communications Systems, Inc.		4,150		44,364
	Emulex Corp.*		124,000		703,080
	Harmonic, Inc.*		28,700		201,187

					2,842,579
Computers & Peripherals - 0.23%
	Avid Technology, Inc.*		45,000		639,450
	Hutchinson Technology, Inc.*+		100,900		353,150
	USA Technologies, Inc.*		25,000		40,250

					1,032,850

Construction & Engineering - 1.02%
	Aegion Corp.*		71,800		1,336,198
	Goldfield Corp. (The)*+		20,000		48,600
	Great Lakes Dredge & Dock Corp.*		172,000		1,472,320
	MYR Group, Inc.*		12,100		331,540
	Northwest Pipe Co.*		45,695		1,376,333


8		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Construction & Engineering (continued)
	Orion Marine Group, Inc.*		8,920	$	98,566

					4,663,557

Consumer Finance - 1.04%
	Asta Funding, Inc.*		37,900		331,625
	Cash America International, Inc.		10,200		230,724
	Consumer Portfolio Services, Inc.*		97,000		713,920
	Ezcorp, Inc., Class A*		20,000		235,000
	Green Dot Corp., Class A*		72,000		1,475,280
	Nelnet, Inc., Class A		25,800		1,195,314
	Nicholas Financial, Inc.*		25,000		372,500
	Regional Management Corp.*		12,700		200,787

					4,755,150

Distributors - 0.15%
	AMCON Distributing Co.		800		63,000
	VOXX International Corp.*		56,500		494,940
	Weyco Group, Inc.		5,000		148,350

					706,290

Diversified Consumer Services - 0.70%
	Ascent Capital Group, Inc., Class A*		4,500		238,185
	Bridgepoint Education, Inc.*		20,000		226,400
	K12, Inc.*		70,600		838,022
	Regis Corp.*		81,750		1,370,130
	Steiner Leisure, Ltd.*		10,000		462,100
	Universal Technical Institute, Inc.		5,000		49,200

					3,184,037

Diversified Financial Services - 0.84%
	Enova International, Inc.*		9,333		207,753
	Gain Capital Holdings, Inc.		47,599		429,343
	Interactive Brokers Group, Inc., Class A		51,150		1,491,534
	PHH Corp.*		69,550		1,666,418
	Summit Financial Group, Inc.*		2,000		22,140

					3,817,188

Diversified Telecommunication Services - 1.26%
	Alaska Communications Systems Group, Inc.*		178,400		319,336
	Atlantic Tele-Network, Inc.		16,300		1,101,717
	General Communication, Inc., Class A*		82,650		1,136,438
	Hawaiian Telcom Holdco, Inc.*		29,500		813,315


Industry	Company	Shares		Value

Diversified Telecommunication Services (continued)
	Iridium Communications, Inc.*+		241,325	$	2,352,919
	Premiere Global Services, Inc.*		700		7,434
	Voltari Corp.*		3,000		2,070

					5,733,229

Electrical Equipment - 0.55%
	Broadwind Energy, Inc.*		75,000		404,250
	Global Power Equipment Group, Inc.		25,300		349,393
	GrafTech International, Ltd.*		238,550		1,207,063
	Highpower International, Inc.*+		25,923		128,837
	Orion Energy Systems, Inc.*		74,300		408,650
	Ultralife Corp.*		7,350		23,006

					2,521,199

Electronic Equipment, Instruments & Components - 2.58%
	Benchmark Electronics, Inc.*		65,100		1,656,144
	Electro Rent Corp.		25,000		351,000
	Fabrinet*		30,050		533,087
	GSI Group, Inc.*		9,600		141,312
	Insight Enterprises, Inc.*		29,800		771,522
	Iteris, Inc.*		87,000		150,510
	Key Tronic Corp.*		22,000		174,680
	Kimball Electronics, Inc.*		50,400		605,808
	PAR Technology Corp.*		40,100		246,615
	PCM, Inc.*		8,769		83,481
	Plexus Corp.*		13,000		535,730
	Rofin-Sinar Technologies, Inc.*		5,000		143,850
	Sanmina Corp.*		142,700		3,357,731
	ScanSource, Inc.*		21,800		875,488
	Sigmatron International, Inc.*		13,000		86,840
	SMTC Corp.*		7,500		13,350
	TTM Technologies, Inc.*		130,500		982,665
	Viasystems Group, Inc.*		29,800		485,144
	Vishay Precision Group, Inc.*		31,448		539,648
	Wireless Telecom Group, Inc.*		10,000		26,200

					11,760,805

Energy Equipment & Services - 3.90%
	Basic Energy Services, Inc.*		70,100		491,401
	C&J Energy Services, Inc.*		81,300		1,073,973
	CARBO Ceramics, Inc.+		16,820		673,641
	Dawson Geophysical Co.		26,000		317,980
	ENGlobal Corp.*		83,200		158,080


www.bridgeway.com		9

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Energy Equipment & Services (continued)
	Era Group, Inc.*		11,000	$	232,650
	Forbes Energy Services, Ltd.*		110,700		133,947
	Gulf Island Fabrication, Inc.		13,503		261,823
	Gulfmark Offshore, Inc., Class A+		23,000		561,660
	Hornbeck Offshore Services, Inc.*		16,000		399,520
	ION Geophysical Corp.*		150,000		412,500
	Key Energy Services, Inc.*		152,600		254,842
	Mitcham Industries, Inc.*		30,600		181,458
	Natural Gas Services Group, Inc.*		29,800		686,592
	Newpark Resources, Inc.*		85,000		810,900
	Parker Drilling Co.*		409,750		1,257,932
	PHI, Inc.*		90,200		3,373,480
	Pioneer Energy Services Corp.*		393,640		2,180,766
	SEACOR Holdings, Inc.*		26,000		1,919,060
	Tesco Corp.		109,205		1,400,008
	Unit Corp.*		22,000		750,200
	Vantage Drilling Co.*		570,900		279,056

					17,811,469

Food & Staples Retailing - 2.14%
	Andersons, Inc. (The)		58,100		3,087,434
	Ingles Markets, Inc., Class A		49,800		1,847,082
	Pantry, Inc. (The)*		61,968		2,296,534
	Roundy’s, Inc.+		35,000		169,400
	SpartanNash Co.		56,146		1,467,656
	Village Super Market, Inc., Class A		1,709		46,775
	Weis Markets, Inc.		17,500		836,850

					9,751,731

Food Products - 2.55%
	Chiquita Brands International, Inc.*		165,603		2,394,619
	Fresh Del Monte Produce, Inc.		88,000		2,952,400
	John B. Sanfilippo & Son, Inc.		29,107		1,324,368
	Omega Protein Corp.*		123,750		1,308,038
	Post Holdings, Inc.*+		62,000		2,597,180
	Seneca Foods Corp., Class A*	��	40,100		1,083,903

					11,660,508

Health Care Equipment & Supplies - 0.72%
	Alphatec Holdings, Inc.*		220,000		310,200


Industry	Company	Shares		Value

Health Care Equipment & Supplies (continued)
	AngioDynamics, Inc.*		74,400	$	1,414,344
	Exactech, Inc.*		4,133		97,415
	Invacare Corp.		47,900		802,804
	Kewaunee Scientific Corp.		3,000		53,400
	Merit Medical Systems, Inc.*		20,000		346,600
	Symmetry Surgical, Inc.*		31,250		243,438

					3,268,201

Health Care Providers & Services - 3.81%
	Almost Family, Inc.*		24,600		712,170
	Amedisys, Inc.*		93,950		2,757,432
	Amsurg Corp.*		28,550		1,562,542
	Cross Country Healthcare, Inc.*		71,850		896,688
	Five Star Quality Care, Inc.*		146,300		607,145
	Healthways, Inc.*		20,000		397,600
	InfuSystems Holdings, Inc.*		11,100		34,965
	Kindred Healthcare, Inc.		81,350		1,478,943
	LHC Group, Inc.*		38,000		1,184,840
	Magellan Health, Inc.*		26,225		1,574,287
	Molina Healthcare, Inc.*		41,650		2,229,524
	National Healthcare Corp.		13,000		816,920
	PharMerica Corp.*		72,050		1,492,156
	Premier, Inc., Class A*		12,500		419,125
	Triple-S Management Corp., Class B*		50,800		1,214,628

					17,378,965

Hotels, Restaurants & Leisure - 2.53%
	Ambassadors Group, Inc.*		500		1,250
	Boyd Gaming Corp.*		136,100		1,739,358
	Bravo Brio Restaurant Group, Inc.*		4,566		63,513
	Flanigan’s Enterprises, Inc.*+		2,500		75,000
	Frisch’s Restaurants, Inc.+		10,000		268,000
	International Speedway Corp., Class A		60,120		1,902,798
	Isle of Capri Casinos, Inc.*		96,200		805,194
	Lakes Entertainment, Inc.*		11,350		76,045
	Life Time Fitness, Inc.*		10,000		566,200
	Luby’s, Inc.*		12,600		57,330
	Marcus Corp. (The)		78,950		1,461,364
	Monarch Casino & Resort, Inc.*		29,400		487,746
	Penn National Gaming, Inc.*		108,800		1,493,824
	Red Lion Hotels Corp.*+		6,505		41,242
	Ruby Tuesday, Inc.*		139,900		956,916


10		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
Hotels, Restaurants & Leisure (continued)
	Speedway Motorsports, Inc.		71,900	$	1,572,453

					11,568,233

Household Durables - 0.83%
	Bassett Furniture Industries, Inc.		21,900		427,269
	CSS Industries, Inc.+		39,900		1,102,836
	Emerson Radio Corp.		50,700		53,235
	Hooker Furniture Corp.		15,000		257,550
	Lifetime Brands, Inc.		24,400		419,680
	NACCO Industries, Inc., Class A		9,250		549,080
	P&F Industries, Inc., Class A*+		696		5,596
	Skullcandy, Inc.*		13,000		119,470
	ZAGG, Inc.*		128,300		871,157

					3,805,873

Household Products - 1.00%
	Central Garden & Pet Co., Class A*		245,003		2,339,779
	Harbinger Group, Inc.*		157,700		2,233,032

					4,572,811

Insurance - 8.05%
	Ambac Financial Group, Inc.*		48,000		1,176,000
	American Equity Investment Life Holding Co.		94,850		2,768,672
	American Independence Corp.*		1,800		17,748
	AMERISAFE, Inc.		26,800		1,135,248
	Argo Group International Holdings, Ltd.		8,000		443,760
	Baldwin & Lyons, Inc., Class B+		13,400		345,452
	Citizens, Inc.*+		13,040		99,104
	Donegal Group, Inc., Class A		26,900		429,862
	EMC Insurance Group, Inc.		13,700		485,802
	Employers Holdings, Inc.		38,500		905,135
	FBL Financial Group, Inc., Class A		19,850		1,151,896
	Federated National Holding Co.		37,288		900,878
	Fidelity & Guaranty Life		20,000		485,400
	First Acceptance Corp.*+		140,000		357,000
	Hallmark Financial Services, Inc.*		57,800		698,802
	Hilltop Holdings, Inc.*		20,000		399,000


Industry	Company	Shares		Value

Insurance (continued)
	Horace Mann Educators Corp.		60,800	$	2,017,344
	Independence Holding Co.		15,050		209,948
	Infinity Property & Casualty Corp.		15,640		1,208,346
	Investors Title Co.		1,000		72,360
	Kansas City Life Insurance Co.		3,400		163,302
	Kingstone Cos., Inc.		4,300		34,830
	Maiden Holdings, Ltd.		162,600		2,079,654
	MBIA, Inc.*		42,100		401,634
	Meadowbrook Insurance Group, Inc.		206,150		1,744,029
	Montpelier Re Holdings, Ltd.		46,400		1,662,048
	National Interstate Corp.		8,000		238,400
	National Western Life Insurance Co., Class A		5,141		1,384,214
	Navigators Group, Inc. (The)*		27,000		1,980,180
	OneBeacon Insurance Group, Ltd., Class A		41,000		664,200
	Safety Insurance Group, Inc.		16,500		1,056,165
	Selective Insurance Group, Inc.		90,950		2,471,112
	State Auto Financial Corp.		18,400		408,848
	Stewart Information Services Corp.		62,150		2,302,036
	United Fire Group, Inc.		58,800		1,748,124
	United Insurance Holdings Corp.		60,000		1,317,000
	Universal Insurance Holdings, Inc.		86,316		1,765,162

					36,728,695

Internet & Catalog Retail - 0.21%
	CafePress, Inc.*+		25,000		58,750
	FTD Cos., Inc.*		25,380		883,732

					942,482

Internet Software & Services - 0.76%
	Autobytel, Inc.*		11,000		119,900
	Blucora, Inc.*		65,500		907,175
	Demand Media, Inc.*		40,000		244,800
	Marchex, Inc., Class B		70,000		321,300
	Monster Worldwide, Inc.*		264,200		1,220,604
	QuinStreet, Inc.*		7,047		42,775
	United Online, Inc.		41,429		602,792

					3,459,346


www.bridgeway.com		11

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
IT Services - 1.92%
	CACI International, Inc., Class A*		30,924	$	2,665,030
	CIBER, Inc.*		82,350		292,342
	CSP, Inc.		10,000		74,000
	Edgewater Technology, Inc.*		51,100		383,506
	Global Cash Access Holdings, Inc.*		85,000		607,750
	ManTech International Corp., Class A		88,800		2,684,424
	NCI, Inc., Class A*		62,804		641,229
	Newtek Business Services Corp.*+		2,318		34,214
	Sykes Enterprises, Inc.*		58,134		1,364,405

					8,746,900

Leisure Equipment & Products - 0.20%
	Johnson Outdoors, Inc., Class A		24,700		770,640
	Summer Infant, Inc.*+		41,400		134,964

					905,604

Machinery - 2.42%
	Ampco-Pittsburgh Corp.		29,000		558,250
	Briggs & Stratton Corp.		99,300		2,027,706
	Chicago Rivet & Machine Co.		1,000		30,700
	Cleantech Solutions International, Inc.*+		11,500		37,490
	Dynamic Materials Corp.		20,100		322,002
	Eastern Co. (The)		18,401		315,577
	FreightCar America, Inc.		14,200		373,602
	Greenbrier Companies., Inc. (The)+		37,700		2,025,621
	Hardinge, Inc.		15,000		178,800
	Hurco Companies, Inc.		6,090		207,608
	Kadant, Inc.		10,000		426,900
	L.B. Foster Co., Class A		8,600		417,702
	L.S. Starrett Co., Class A (The)		22,500		448,425
	Lydall, Inc.*		39,700		1,302,954
	MFRI, Inc.*		29,900		209,599
	Supreme Industries, Inc., Class A		35,805		252,783
	THT Heat Transfer Technology, Inc.*		15,000		18,750
	Titan International, Inc.+		176,000		1,870,880
	WSI Industries, Inc.+		1,300		7,501

					11,032,850

Marine - 0.22%
	International Shipholding Corp.+		34,938		520,576


Industry	Company	Shares		Value

Marine (continued)
	Navios Maritime Holdings, Inc.+		85,000	$	349,350
	Rand Logistics, Inc.*+		9,000		35,550
	Ultrapetrol Bahamas, Ltd.*		47,792		102,275

					1,007,751

Media - 1.97%
	Ballantyne Strong, Inc.*		43,481		178,707
	CTC Media, Inc.		129,800		632,126
	Entercom Communications Corp., Class A*		117,425		1,427,888
	Global Sources, Ltd.*+		4,200		26,712
	Harte-Hanks, Inc.		220,300		1,705,122
	Insignia Systems, Inc.*		10,000		35,800
	Journal Communications, Inc., Class A*		57,100		652,653
	McClatchy Co. (The), Class A*		160,000		531,200
	Radio One, Inc., Class D*		123,800		206,746
	Reading International, Inc., Class A*		31,209		413,831
	Salem Communications Corp., Class A		68,357		534,552
	Scholastic Corp.		72,800		2,651,376

					8,996,713

Metals & Mining - 2.15%
	Century Aluminum Co.*		147,100		3,589,240
	Handy & Harman, Ltd.*		800		36,824
	Hecla Mining Co.		125,000		348,750
	Kaiser Aluminum Corp.		21,980		1,570,031
	Materion Corp.		33,400		1,176,682
	Noranda Aluminum Holding Corp.		123,500		434,720
	Olympic Steel, Inc.		43,200		768,096
	Schnitzer Steel Industries, Inc., Class A+		66,500		1,500,240
	Thompson Creek Metals Co., Inc.*		3,500		5,845
	Universal Stainless & Alloy Products, Inc.*		14,658		368,649

					9,799,077

Multiline Retail - 0.18%
	Fred’s, Inc., Class A		46,200		804,342

Oil, Gas & Consumable Fuels - 7.69%
	Abraxas Petroleum Corp.*		180,200		529,788
	Adams Resources & Energy, Inc.		19,100		954,045
	Alon USA Energy, Inc.		70,850		897,670


12		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
Oil, Gas & Consumable Fuels (continued)
	Apco Oil and Gas International, Inc.*		23,926	$	335,682
	Bill Barrett Corp.*		97,700		1,112,803
	Bonanza Creek Energy, Inc.*		46,000		1,104,000
	Callon Petroleum Co.*		293,900		1,601,755
	Carrizo Oil & Gas, Inc.*		25,000		1,040,000
	Clayton Williams Energy, Inc.*		16,000		1,020,800
	Cloud Peak Energy, Inc.*		157,432		1,445,226
	Comstock Resources, Inc.+		189,300		1,289,133
	Contango Oil & Gas Co.*		38,000		1,111,120
	Delek US Holdings, Inc.		46,600		1,271,248
	DHT Holdings, Inc.		36,722		268,438
	Earthstone Energy, Inc.*		3,202		75,247
	Emerald Oil, Inc.*+		89,500		107,400
	Gastar Exploration, Inc.*		162,540		391,721
	Gran Tierra Energy, Inc.*		225,000		866,250
	Green Plains, Inc.		90,200		2,235,156
	Halcon Resources Corp.*+		446,000		793,880
	Hallador Energy Co.		70,000		770,700
	Knightsbridge Shipping, Ltd.+		27,000		122,310
	LinnCo LLC+		40,000		414,800
	Matador Resources Co.*		55,000		1,112,650
	Mexco Energy Corp.*		6,000		33,300
	Miller Energy Resources, Inc.*+		85,000		106,250
	Navios Maritime Acquisition Corp.+		65,000		235,950
	New Concept Energy, Inc.*		4,800		7,248
	Northern Oil and Gas, Inc.*+		90,000		508,500
	Pacific Ethanol, Inc.*		25,000		258,250
	Penn Virginia Corp.*		288,600		1,927,848
	PetroQuest Energy, Inc.*		46,250		172,975
	Renewable Energy Group, Inc.*		181,341		1,760,821
	Resolute Energy Corp.*+		96,600		127,512
	REX American Resources Corp.*		33,920		2,102,022
	Sanchez Energy Corp.*+		83,000		771,070
	Ship Finance International, Ltd.		50,000		706,000
	Stone Energy Corp.*		76,700		1,294,696
	Swift Energy Co.*+		78,400		317,520
	TransAtlantic Petroleum, Ltd.*		68,500		369,215
	Triangle Petroleum Corp.*+		185,000		884,300
	U.S. Energy Corp. - Wyoming*		65,600		97,088
	VAALCO Energy, Inc.*		361,500		1,648,440


Industry	Company	Shares		Value

Oil, Gas & Consumable Fuels (continued)
	W&T Offshore, Inc.+		104,700	$	768,498
	Warren Resources, Inc.*		79,600		128,156

					35,097,481

Paper & Forest Products - 0.78%
	Mercer International, Inc.*+		79,150		972,754
	Orient Paper, Inc.*		76,593		85,018
	PH Glatfelter Co.		20,500		524,185
	Resolute Forest Products, Inc.*		112,000		1,972,320

					3,554,277

Personal Products - 0.19%
	Mannatech, Inc.*		8,400		223,860
	Natural Alternatives International, Inc.*		6,400		34,240
	Nutraceutical International Corp.*		28,700		618,772

					876,872

Professional Services - 2.56%
	CBIZ, Inc.*+		108,400		927,904
	CDI Corp.		32,000		566,720
	CRA International, Inc.*		54,700		1,658,504
	FTI Consulting, Inc.*		47,800		1,846,514
	Heidrick & Struggles International, Inc.		55,000		1,267,750
	Hill International, Inc.*+		50,100		192,384
	Kelly Services, Inc., Class A		80,614		1,372,050
	Navigant Consulting, Inc.*		124,600		1,915,102
	RPX Corp.*		82,700		1,139,606
	VSE Corp.		11,800		777,620

					11,664,154

Real Estate Management & Development - 0.05%
	Forestar Group, Inc.*		15,000		231,000

Road & Rail - 1.55%
	ArcBest Corp.		45,700		2,119,109
	Celadon Group, Inc.		22,400		508,256
	Covenant Transportation Group, Inc., Class A*		45,300		1,228,083
	Marten Transport, Ltd.		55,482		1,212,837
	P.A.M. Transportation Services, Inc.*		26,819		1,390,297
	USA Truck, Inc.*+		21,836		620,142

					7,078,724


www.bridgeway.com		13

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
Semiconductors & Semiconductor Equipment - 3.79%
	Advanced Energy Industries, Inc.*		44,400	$	1,052,280
	Alpha & Omega Semiconductor, Ltd.*		114,500		1,013,325
	Amkor Technology, Inc.*		162,600		1,154,460
	AXT, Inc.*		100,000		280,000
	Brooks Automation, Inc.		73,400		935,850
	Cirrus Logic, Inc.*+		29,800		702,386
	Diodes, Inc.*		35,799		986,978
	Fairchild Semiconductor International, Inc.*		128,000		2,160,640
	GigOptix, Inc.*		60,000		72,000
	Integrated Silicon Solution, Inc.		68,200		1,130,074
	inTEST Corp.*		3,900		16,614
	IXYS Corp.		57,500		724,500
	Kulicke & Soffa Industries, Inc.*		123,632		1,787,719
	MagnaChip Semiconductor Corp.*		38,400		498,816
	OmniVision Technologies, Inc.*		79,100		2,056,600
	Pericom Semiconductor Corp.*		40,000		541,600
	Photronics, Inc.*		168,550		1,400,650
	Rudolph Technologies, Inc.*		39,600		405,108
	Ultra Clean Holdings, Inc.*		39,300		364,704

					17,284,304

Software - 0.70%
	Ebix, Inc.+		110,000		1,868,900
	Epiq Systems, Inc.		30,000		512,400
	Mind CTI, Ltd.		20,000		78,600
	Net 1 UEPS Technologies, Inc.*		3,400		38,760
	NetSol Technologies, Inc.*+		31,000		129,270
	TeleCommunication Systems, Inc., Class A*		180,743		563,918

					3,191,848

Specialty Retail - 1.51%
	Barnes & Noble, Inc.*		82,000		1,904,040
	Build-A-Bear Workshop, Inc.*		8,050		161,805
	Children’s Place, Inc. (The)		10,500		598,500
	Citi Trends, Inc.*		28,900		729,725
	Haverty Furniture Cos., Inc.		12,700		279,527
	hhgregg, Inc.*+		50,000		378,500
	Pep Boys-Manny, Moe & Jack (The)*		52,900		519,478
	Stage Stores, Inc.		10,061		208,263


Industry	Company	Shares		Value

Specialty Retail (continued)
	Systemax, Inc.*		12,500	$	168,750
	Trans World Entertainment Corp.+		70,000		230,300
	TravelCenters of America LLC*		98,300		1,240,546
	West Marine, Inc.*		35,300		456,076

					6,875,510

Textiles, Apparel & Luxury Goods - 0.61%
	Delta Apparel, Inc.*		10,000		101,800
	Perry Ellis International, Inc.*		48,600		1,260,198
	Rocky Brands, Inc.		9,900		131,274
	Unifi, Inc.*		44,300		1,317,039

					2,810,311

Thrifts & Mortgage Finance - 4.36%
	Astoria Financial Corp.		112,100		1,497,656
	Bank Mutual Corp.		124,700		855,442
	Berkshire Hills Bancorp, Inc.		37,200		991,752
	Brookline Bancorp, Inc.		45,000		451,350
	Cape Bancorp, Inc.		29,300		275,713
	Cheviot Financial Corp.+		3,893		55,320
	Chicopee Bancorp, Inc.		12,500		209,375
	Dime Community Bancshares, Inc.		42,100		685,388
	ESB Financial Corp.		36,600		693,204
	ESSA Bancorp, Inc.		33,100		397,200
	Federal Agricultural Mortgage Corp., Class C		21,500		652,310
	First Defiance Financial Corp.		19,400		660,764
	First Financial Northwest, Inc.		35,182		423,591
	Flagstar Bancorp, Inc.*		57,100		898,183
	Fox Chase Bancorp, Inc.		31,000		516,770
	Hampden Bancorp, Inc.		16,500		353,100
	Heritage Financial Group, Inc.		16,800		435,120
	HMN Financial, Inc.*		23,800		295,120
	Home Bancorp, Inc.		17,311		397,114
	Home Loan Servicing Solutions, Ltd.		36,500		712,480
	HopFed Bancorp, Inc.		18,100		230,232
	Meta Financial Group, Inc.		7,900		276,816
	NASB Financial, Inc.+		4,600		111,320
	New Hampshire Thrift Bancshares, Inc.		2,000		31,240
	Northwest Bancshares, Inc.		68,300		855,799
	Ocean Shore Holding Co.		14,200		204,622
	OceanFirst Financial Corp.		39,900		683,886


14		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
Thrifts & Mortgage Finance (continued)
	Oritani Financial Corp.		74,400	$	1,145,760
	Provident Financial Holdings, Inc.		26,600		402,458
	Provident Financial Services, Inc.		69,700		1,258,782
	Pulaski Financial Corp.		4,900		60,417
	Riverview Bancorp, Inc.*		87,000		389,760
	Security National Financial Corp., Class A*		74,550		429,408
	SI Financial Group, Inc.		15,000		167,100
	Simplicity Bancorp, Inc.		22,000		377,300
	Territorial Bancorp, Inc.		21,200		456,860
	Timberland Bancorp, Inc.		9,000		95,400
	TrustCo Bank Corp. - NY		55,000		399,300
	United Community Bancorp+		11,800		137,470
	United Community Financial Corp.		61,324		329,310
	Westfield Financial, Inc.		53,081		389,615

					19,889,807

Trading Companies & Distributors - 2.05%
	Aircastle, Ltd.		130,700		2,793,059
	CAI International, Inc.*		63,500		1,473,200
	General Finance Corp.*+		149,300		1,472,098
	Rush Enterprises, Inc., Class A*		58,500		1,874,925
	TAL International Group, Inc.+		17,250		751,582
	Textainer Group Holdings, Ltd.		15,000		514,800
	Willis Lease Finance Corp.*		22,000		481,800

					9,361,464

Wireless Telecommunication Services - 0.24%
	Shenandoah Telecommuni-cations Co.		5,600		175,000
	Spok Holdings, Inc.		53,100		921,816

					1,096,816

TOTAL COMMON STOCKS - 99.63%					454,701,006

(Cost $ 378,996,235)

RIGHTS - 0.01%
	Leap Wireless CVRD		32,900		41,454

TOTAL RIGHTS - 0.01%					41,454

(Cost $ 80,276)
WARRANTS - 0.00%
	Eagle Bulk Shipping, Inc.*		3,317		4,511

TOTAL WARRANTS - 0.00%					4,511

(Cost $ 105,563)


	Rate^		Shares		Value

MONEY MARKET FUND - 0.83%
Dreyfus Cash Management Fund		0.03%		3,787,789	$	3,787,789

TOTAL MONEY MARKET FUND - 0.83%						3,787,789

(Cost $3,787,789)

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.66%
Dreyfus Cash Management Fund**		0.03%		16,705,786		16,705,786

TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.66%						16,705,786

(Cost $16,705,786)

TOTAL INVESTMENTS - 104.13%					$	475,240,546
(Cost $399,675,649)
Liabilities in Excess of Other Assets - (4.13%)						(18,857,233	)

NET ASSETS - 100.00%					$	456,383,313

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

^	Rate disclosed as of December 31, 2014.

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, 2014. Total loaned securities had a value of $15,981,670 as of December 31, 2014.

CVR - Contingent Value Right

LLC - Limited Liability Company



www.bridgeway.com		15

Omni Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Summary of inputs used to value the Fund’s investments as of 12/31/2014 (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	$	454,701,006	$	—	$	—	$	454,701,006
Rights		—		—		41,454		41,454
Warrants		4,511		—		—		4,511
Money Market Fund		—		3,787,789		—		3,787,789
Investments Purchased with Cash Proceeds from Securities Lending		—		16,705,786		—		16,705,786

TOTAL	$	454,705,517	$	20,493,575	$	41,454	$	475,240,546


Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
		Investment in Securities (Value)
		Rights		Total
Balance as of 06/30/2014	$	41,454	$	41,454
Purchases		—		—
Sales		—		—
Realized gain/(loss) Change in unrealized appreciation/ (depreciation)		—		—
Transfers in		—		—
Transfers out		—		—

Balance as of 12/31/2014	$	41,454	$	41,454


Net change in unrealized appreciation (depreciation) from investments held as of 12/31/2014	$	—	$	—

See Notes to Financial Statements.


16		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund

MANAGER’S COMMENTARY

(Unaudited)

December 31, 2014

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

For the quarter ended December 31, 2014, our Fund appreciated 5.45%, underperforming our primary market benchmark, the Russell 2000 Value Index (+9.40%).

For the six-month “semi-annual” period ending December 31, 2014, total returns were -3.57% for the Fund and 0.01% for the Russell 2000 Value Index.

For the calendar year, total returns were 0.44% for the Fund and 4.22% 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, 2014



										Annualized
	Quarter			6 Months			1 Year			Since Inception (12/31/10)

Omni Tax-Managed Small-Cap Value Fund		5.45	%		-3.57	%		0.44	%		12.21	%
Russell 2000 Value Index		9.40	%		0.01	%		4.22	%		11.83	%

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, 2014, Omni Tax-Managed Small-Cap Value Fund ranked 250th of 295 small-cap value funds for the twelve-month period ended December 31, 2014 and 113th of 225 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.


www.bridgeway.com		17

Omni Tax-Managed Small-Cap Value Fund

MANAGER’S COMMENTARY (continued)

(Unaudited)

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

from Inception 12/31/10 to 12/31/14

LOGO

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, 2014, we held 597 such stocks in a market cap-weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund’s investment in deeper value and smaller cap stocks generally detracted from the Fund’s performance. The Financials sector was the Fund’s strongest performing sector, contributing 4.86% to the Fund’s quarterly total return. The Energy sector was the laggard, detracting -5.39% from the Fund’s quarterly return as small cap stocks were hit particularly hard in the severe oil price decline.

Detailed Explanation of Calendar Year Performance


18		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund

MANAGER’S COMMENTARY (continued)

(Unaudited)

Top Ten Holdings as of December 31, 2014


Rank	Description	Industry	% of Net Assets
1	Hawaiian Holdings, Inc.	Airlines	0.9%
2	Sanmina Corp.	Electronic Equipment, Instruments & Components	0.9%
3	ACCO Brands Corp.	Commercial Services & Supplies	0.8%
4	Fresh Del Monte Produce, Inc.	Food Products	0.8%
5	PHI, Inc.	Energy Equipment & Services	0.7%
6	Aircastle, Ltd.	Trading Companies & Distributors	0.7%
7	Andersons, Inc. (The)	Food & Staples Retailing	0.7%
8	Scholastic Corp.	Media	0.7%
9	AAR Corp.	Aerospace & Defense	0.7%
10	Interactive Brokers Group, Inc., Class A	Diversified Financial Services	0.7%
	Total		7.6%

Industry Sector Representation as of December 31, 2014


	% of Net Assets			% of Russell 2000 Value Index			Difference
Consumer Discretionary		11.8	%		11.7	%		0.1	%
Consumer Staples		5.2	%		2.8	%		2.4	%
Energy		11.1	%		4.1	%		7.0	%
Financials		35.4	%		40.9	%		-5.5	%
Health Care		4.7	%		5.4	%		-0.7	%
Industrials		15.8	%		13.0	%		2.8	%
Information Technology		9.9	%		10.0	%		-0.1	%
Materials		4.2	%		4.4	%		-0.2	%
Telecommunication Services		1.6	%		0.8	%		0.8	%
Utilities		0.0	%		6.9	%		-6.9	%
Cash & Other Assets		0.2	%		0.0	%		0.2	%
Total		100.0	%		100.0	%

Disclaimer

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


www.bridgeway.com		19

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
COMMON STOCKS - 99.63%
Aerospace & Defense - 1.66%
	AAR Corp.		96,060	$	2,668,547
	Arotech Corp.*+		136,300		316,216
	Ducommun, Inc.*		34,750		878,480
	Engility Holdings, Inc.*		45,650		1,953,820
	Erickson, Inc.*+		17,800		148,452
	LMI Aerospace, Inc.*		25,000		352,500
	National Presto Industries, Inc.+		4,835		280,623
	Sypris Solutions, Inc.		8,004		21,131

					6,619,769

Air Freight & Logistics - 0.58%
	Air Transport Services Group, Inc.*		215,950		1,848,532
	Atlas Air Worldwide Holdings, Inc.*		9,055		446,412

					2,294,944

Airlines - 1.63%
	Hawaiian Holdings, Inc.*+		135,600		3,532,380
	Republic Airways Holdings, Inc.*		158,654		2,314,762
	SkyWest, Inc.		46,600		618,848

					6,465,990

Auto Components - 1.97%
	China Automotive Systems, Inc.+		28,500		202,065
	China XD Plastics Co., Ltd.*+		78,100		424,083
	Cooper Tire & Rubber Co.		14,500		502,425
	Cooper-Standard Holding, Inc.*		45,510		2,634,119
	Fuel Systems Solutions, Inc.*		15,802		172,874
	Modine Manufacturing Co.*		58,900		801,040
	Remy International, Inc.+		9,100		190,372
	SORL Auto Parts, Inc.*		48,000		177,120
	Spartan Motors, Inc.		45,000		236,700
	Stoneridge, Inc.*		33,400		429,524
	Strattec Security Corp.		3,600		297,288
	Superior Industries International, Inc.		88,700		1,755,373

					7,822,983

Beverages - 0.05%
	MGP Ingredients, Inc.		12,300		195,078

Building Products - 0.88%
	Alpha Pro Tech, Ltd.*		54,000		138,780
	Gibraltar Industries, Inc.*		84,706		1,377,320
	Griffon Corp.		110,250		1,466,325


Industry	Company	Shares		Value

Building Products (continued)
	Universal Forest Products, Inc.		10,000	$	532,000

					3,514,425

Capital Markets - 1.73%
	Arlington Asset Investment Corp., Class A+		13,700		364,557
	Calamos Asset Management, Inc., Class A		49,700		662,004
	Cowen Group, Inc., Class A*		157,300		755,040
	FBR & Co.*		11,775		289,547
	GFI Group, Inc.		135,680		739,456
	INTL. FCStone, Inc.*		14,000		287,980
	Investment Technology Group, Inc.*		61,000		1,270,020
	JMP Group, Inc.		50,000		381,000
	KCG Holdings, Inc., Class A*		35,000		407,750
	Oppenheimer Holdings, Inc., Class A		34,419		800,242
	Piper Jaffray Cos.*		16,100		935,249

					6,892,845

Chemicals - 1.34%
	China Green Agriculture, Inc.+		36,800		55,936
	Core Molding Technologies, Inc.*		22,425		309,465
	Gulf Resources, Inc.*		60,750		70,470
	Intrepid Potash, Inc.*+		20,000		277,600
	KMG Chemicals, Inc.		38,200		764,000
	Kraton Performance Polymers, Inc.*		16,075		334,199
	OM Group, Inc.		69,000		2,056,200
	Penford Corp.*		1,900		35,511
	Schulman (A.), Inc.		34,800		1,410,444

					5,313,825

Commercial Banks - 19.10%
	1st Source Corp.		52,500		1,801,275
	Access National Corp.		5,600		94,808
	American National Bankshares, Inc.		13,060		324,019
	American River Bankshares*		20,744		195,408
	AmeriServ Financial, Inc.		5,000		15,700
	Bank of Commerce Holdings		47,900		285,963
	Bank of Kentucky Financial Corp. (The)		4,400		212,388
	Banner Corp.		25,057		1,077,952


20		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
	Bar Harbor Bankshares		10,500	$	336,000
	Baylake Corp.+		5,600		69,944
	BBCN Bancorp, Inc.		2,600		37,388
	BCB Bancorp, Inc.		11,300		132,549
	BNC Bancorp+		74,956		1,289,993
	BSB Bancorp, Inc.*		23,800		443,394
	C&F Financial Corp.		2,400		95,376
	Camden National Corp.		5,853		233,184
	Capital City Bank Group, Inc.		40,050		622,377
	Cardinal Financial Corp.		24,478		485,399
	Carolina Bank Holdings, Inc.*		11,500		106,950
	Central Pacific Financial Corp.		30,400		653,600
	Central Valley Community Bancorp+		21,000		232,680
	Century Bancorp, Inc., Class A		14,300		572,858
	Chemical Financial Corp.		60,300		1,847,592
	Chemung Financial Corp.+		10,998		304,535
	CNB Financial Corp.		31,900		590,150
	Codorus Valley Bancorp, Inc.		3,989		81,176
	Community Bankers Trust Corp.*+		25,000		110,500
	Community Trust Bancorp, Inc.		20,000		732,200
	Customers Bancorp, Inc.*		20,000		389,200
	Eastern Virginia Bankshares, Inc.*		7,051		45,620
	Enterprise Bancorp, Inc.		75		1,894
	Farmers Capital Bank Corp.*		13,400		312,086
	Farmers National Banc Corp.		150		1,252
	Fidelity Southern Corp.		58,900		948,879
	Financial Institutions, Inc.		40,300		1,013,545
	First Bancorp		51,600		953,052
	First Bancorp, Inc.		11,800		213,462
	First BanCorp. (Puerto Rico)*		254,700		1,495,089
	First Busey Corp.+		111,500		725,865
	First Business Financial Services, Inc.		9,200		440,772
	First Citizens Banc Corp.+		2,000		20,600
	First Commonwealth Financial Corp.		121,200		1,117,464
	First Community Bancshares, Inc.		44,100		726,327
	First Connecticut Bancorp, Inc.		4,800		78,336
	First Financial Bancorp		68,337		1,270,385


Industry	Company	Shares		Value

Commercial Banks (continued)
	First Financial Corp.		38,830	$	1,383,125
	First Internet Bancorp		1,200		20,088
	First Interstate BancSystem, Inc., Class A		94,600		2,631,772
	First Merchants Corp.		71,000		1,615,250
	First Midwest Bancorp, Inc.		115,900		1,983,049
	First of Long Island Corp. (The)		18,000		510,660
	Flushing Financial Corp.		43,300		877,691
	German American Bancorp, Inc.		12,500		381,500
	Great Southern Bancorp, Inc.		20,750		823,152
	Hampton Roads Bankshares, Inc.*		500,725		841,218
	Hanmi Financial Corp.		5,700		124,317
	Heartland Financial USA, Inc.		10,950		296,745
	Heritage Commerce Corp.		30,000		264,900
	Heritage Financial Corp.		40,502		710,810
	Heritage Oaks Bancorp		200		1,678
	HomeTrust Bancshares, Inc.*		50,000		833,000
	Horizon Bancorp		20,363		532,289
	Hudson Valley Holding Corp.		37,800		1,026,648
	Huntington Bancshares, Inc.		17,709		186,299
	Independent Bank Corp., MA		11,000		470,910
	Independent Bank Corp., MI		80,500		1,050,525
	International Bancshares Corp.		89,200		2,367,368
	Intervest Bancshares Corp.		45,200		454,260
	Lakeland Bancorp, Inc.		104,940		1,227,798
	LNB Bancorp, Inc.		17,000		306,510
	Macatawa Bank Corp.		12,550		68,272
	MainSource Financial Group, Inc.		41,500		868,180
	MB Financial, Inc.		8,700		285,882
	MBT Financial Corp.*		62,011		309,435
	Mercantile Bank Corp.		2,000		42,040
	Merchants Bancshares, Inc.		5,000		153,150
	Metro Bancorp, Inc.*		26,250		680,400
	Middleburg Financial Corp.		22,463		407,030
	MidSouth Bancorp, Inc.		23,300		404,022
	MidWestOne Financial Group, Inc.		12,000		345,720
	Monarch Financial Holdings, Inc.		12,538		172,398
	MutualFirst Financial, Inc.		8,700		191,139
	National Penn Bancshares, Inc.		20,000		210,500
	NBT Bancorp, Inc.		20,932		549,884


www.bridgeway.com		21

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
	NewBridge Bancorp*		99,388	$	865,669
	Northrim BanCorp, Inc.		32,000		839,680
	OFG Bancorp+		50,000		832,500
	Old Line Bancshares, Inc.		50		791
	Old National Bancorp		30,600		455,328
	Old Second Bancorp, Inc.*		30,050		161,368
	Orrstown Financial Services, Inc.*		16,700		283,566
	Pacific Continental Corp.		56,600		802,588
	Pacific Mercantile Bancorp*		20,000		140,800
	Park Sterling Corp.		50,298		369,690
	Peapack Gladstone Financial Corp.		468		8,686
	Peoples Bancorp of North Carolina, Inc.		14,500		260,565
	Peoples Bancorp, Inc.		28,550		740,302
	Pinnacle Financial Partners, Inc.		45,750		1,808,955
	Preferred Bank		36,000		1,004,040
	Premier Financial Bancorp, Inc.		26,066		406,108
	QCR Holdings, Inc.		2,000		36,080
	Renasant Corp.		58,700		1,698,191
	Republic Bancorp, Inc., Class A		25,700		635,304
	S&T Bancorp, Inc.		30,700		915,167
	Salisbury Bancorp, Inc.+		1,183		31,882
	Sandy Spring Bancorp, Inc.		14,300		372,944
	Shore Bancshares, Inc.*		20,000		186,000
	Sierra Bancorp		42,200		741,032
	South State Corp.		16,911		1,134,390
	Southern National Bancorp of Virginia, Inc.		35,000		395,500
	Southside Bancshares, Inc.+		12,129		350,649
	Southwest Bancorp, Inc.		23,900		414,904
	State Bank Financial Corp.		95,800		1,914,084
	Suffolk Bancorp		27,900		633,609
	Summit State Bank+		5,000		68,600
	Sun Bancorp, Inc.*		10,000		194,000
	Tompkins Financial Corp.		8,400		464,520
	TowneBank+		10,000		151,200
	Trico Bancshares		38,900		960,830
	TriState Capital Holdings, Inc.*		50,000		512,000
	Trustmark Corp.		20,800		510,432
	Union Bankshares Corp.		58,628		1,411,762
	United Community Banks, Inc.		57,770		1,094,164
	Univest Corp. of Pennsylvania		39,200		793,408


Industry	Company	Shares		Value

Commercial Banks (continued)
	WesBanco, Inc.		48,490	$	1,687,452
	Wilshire Bancorp, Inc.		25,000		253,250
	Wintrust Financial Corp.		7,000		327,320
	Yadkin Financial Corp.*		38,000		746,700

					75,964,810

Commercial Services & Supplies - 2.19%
	ACCO Brands Corp.*		339,800		3,061,598
	Acme United Corp.		2,000		39,980
	Brink’s Co. (The)		22,500		549,225
	Courier Corp.		30,350		452,822
	Ecology & Environment, Inc., Class A		1,500		13,785
	Ennis, Inc.		34,000		457,980
	Heritage-Crystal Clean, Inc.*		14,246		175,653
	Kimball International, Inc., Class B		103,800		946,656
	Metalico, Inc.*		1,200		408
	Multi-Color Corp.		5,750		318,665
	Quad/Graphics, Inc.		37,000		849,520
	TRC Cos., Inc.*		48,600		308,124
	Viad Corp.		57,894		1,543,454

					8,717,870

Communications Equipment - 0.55%
	Bel Fuse, Inc., Class B		3,600		98,424
	Black Box Corp.		34,100		814,990
	Blonder Tongue Laboratories*+		10,000		26,900
	ClearOne, Inc.+		26,500		255,990
	Communications Systems, Inc.		3,450		36,880
	Emulex Corp.*		45,000		255,150
	Harmonic, Inc.*		99,100		694,691

					2,183,025

Computers & Peripherals - 0.11%
	Datalink Corp.*		500		6,450
	Hutchinson Technology, Inc.*		105,500		369,250
	USA Technologies, Inc.*		30,000		48,300

					424,000

Construction & Engineering - 0.60%
	Aegion Corp.*		20,300		377,783
	Goldfield Corp. (The)*		65,000		157,950
	Great Lakes Dredge & Dock Corp.*		99,550		852,148
	MYR Group, Inc.*		15,000		411,000
	Northwest Pipe Co.*		19,000		572,280


22		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Construction & Engineering (continued)
	Orion Marine Group, Inc.*		2,844	$	31,426

					2,402,587

Consumer Finance - 0.94%
	Asta Funding, Inc.*		10,350		90,562
	Cash America International, Inc.		24,900		563,238
	Consumer Portfolio Services, Inc.*		116,650		858,544
	Green Dot Corp., Class A*		21,800		446,682
	Nelnet, Inc., Class A		25,900		1,199,947
	Nicholas Financial, Inc.*		25,000		372,500
	Regional Management Corp.*		13,100		207,111

					3,738,584

Distributors - 0.10%
	AMCON Distributing Co.		800		63,000
	VOXX International Corp.*		19,364		169,629
	Weyco Group, Inc.		5,000		148,350

					380,979

Diversified Consumer Services - 0.71%
	Ascent Capital Group, Inc., Class A*		7,000		370,510
	Bridgepoint Education, Inc.*+		2,724		30,836
	K12, Inc.*		63,500		753,745
	Regis Corp.*		74,050		1,241,078
	Steiner Leisure, Ltd.*		8,000		369,680
	Universal Technical Institute, Inc.		5,000		49,200

					2,815,049

Diversified Financial Services - 1.18%
	Enova International, Inc.*		22,783		507,150
	Gain Capital Holdings, Inc.		39,900		359,898
	Interactive Brokers Group, Inc., Class A		90,750		2,646,270
	PHH Corp.*		46,000		1,102,160
	Resource America, Inc., Class A		8,400		75,936

					4,691,414

Diversified Telecommunication Services - 1.29%
	Alaska Communications Systems Group, Inc.*		313,487		561,142
	Atlantic Tele-Network, Inc.		17,500		1,182,825
	General Communication, Inc., Class A*		10,000		137,500
	Hawaiian Telcom Holdco, Inc.*		35,400		975,978


Industry	Company	Shares		Value

Diversified Telecommunication Services (continued)
	Iridium Communications, Inc.*+		217,125	$	2,116,969
	Premiere Global Services, Inc.*		15,800		167,796
	Voltari Corp.*+		2,100		1,449

					5,143,659

Electrical Equipment - 0.30%
	Broadwind Energy, Inc.*		25,000		134,750
	Global Power Equipment Group, Inc.		15,000		207,150
	GrafTech International, Ltd.*		51,050		258,313
	Highpower International, Inc.*+		25,922		128,832
	Orion Energy Systems, Inc.*		76,924		423,082
	Preformed Line Products Co.		200		10,926
	Ultralife Corp.*		8,350		26,136

					1,189,189

Electronic Equipment, Instruments & Components - 3.19%
	Benchmark Electronics, Inc.*		99,700		2,536,368
	Electro Rent Corp.		8,100		113,724
	Fabrinet*		30,050		533,087
	GSI Group, Inc.*		11,000		161,920
	Insight Enterprises, Inc.*		44,883		1,162,021
	Iteris, Inc.*		65,000		112,450
	Key Tronic Corp.*		11,900		94,486
	Kimball Electronics, Inc.*		59,100		710,382
	PAR Technology Corp.*		40,100		246,615
	PCM, Inc.*		15,675		149,226
	Plexus Corp.*		9,500		391,495
	Sanmina Corp.*		149,100		3,508,323
	ScanSource, Inc.*		14,000		562,240
	Sigmatron International, Inc.*		20,000		133,600
	SMTC Corp.*		13,500		24,030
	TTM Technologies, Inc.*		50,000		376,500
	Viasystems Group, Inc.*+		80,900		1,317,052
	Vishay Precision Group, Inc.*		31,667		543,406
	Wireless Telecom Group, Inc.*		10,000		26,200

					12,703,125

Energy Equipment & Services - 3.84%
	Basic Energy Services, Inc.*		158,000		1,107,580
	C&J Energy Services, Inc.*		127,800		1,688,238
	CARBO Ceramics, Inc.+		7,000		280,350
	ENGlobal Corp.*+		86,300		163,970
	Era Group, Inc.*		11,500		243,225


www.bridgeway.com		23

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
Energy Equipment & Services (continued)
	Forbes Energy Services, Ltd.*		41,300	$	49,973
	Gulf Island Fabrication, Inc.		23,000		445,970
	Gulfmark Offshore, Inc., Class A+		28,800		703,296
	Hornbeck Offshore Services, Inc.*		13,000		324,610
	ION Geophysical Corp.*		140,000		385,000
	Key Energy Services, Inc.*		107,100		178,857
	Mitcham Industries, Inc.*		31,650		187,684
	Natural Gas Services Group, Inc.*		26,305		606,067
	Newpark Resources, Inc.*		85,000		810,900
	Parker Drilling Co.*		359,400		1,103,358
	PHI, Inc.*+		78,150		2,922,810
	Pioneer Energy Services Corp.*		63,600		352,344
	SEACOR Holdings, Inc.*		25,000		1,845,250
	Tesco Corp.		70,500		903,810
	Unit Corp.*		21,200		722,920
	Vantage Drilling Co.*		468,500		229,003

					15,255,215

Food & Staples Retailing - 2.52%
	Andersons, Inc. (The)		52,350		2,781,879
	Ingles Markets, Inc., Class A		50,950		1,889,736
	Pantry, Inc. (The)*		70,500		2,612,730
	Roundy’s, Inc.		33,500		162,140
	SpartanNash Co.		60,860		1,590,880
	Weis Markets, Inc.+		20,700		989,874

					10,027,239

Food Products - 1.90%
	Chiquita Brands International, Inc.*		136,100		1,968,006
	Fresh Del Monte Produce, Inc.		90,800		3,046,340
	John B. Sanfilippo & Son, Inc.		9,600		436,800
	Omega Protein Corp.*		93,250		985,652
	Post Holdings, Inc.*+		23,700		992,793
	Seneca Foods Corp., Class A*		5,050		136,502

					7,566,093

Health Care Equipment & Supplies - 0.74%
	Alphatec Holdings, Inc.*		89,500		126,195
	AngioDynamics, Inc.*		77,500		1,473,275
	Exactech, Inc.*		5,000		117,850
	Invacare Corp.		35,000		586,600
	Kewaunee Scientific Corp.		2,500		44,500


Industry	Company	Shares		Value

Health Care Equipment & Supplies (continued)
	Merit Medical Systems, Inc.*		28,100	$	486,973
	Symmetry Surgical, Inc.*		13,200		102,828

					2,938,221

Health Care Providers & Services - 3.87%
	Almost Family, Inc.*		27,600		799,020
	Amedisys, Inc.*		73,710		2,163,388
	Amsurg Corp.*		31,100		1,702,103
	Cross Country Healthcare, Inc.*		76,700		957,216
	Five Star Quality Care, Inc.*		180,100		747,415
	Healthways, Inc.*		24,500		487,060
	InfuSystems Holdings, Inc.*		10,178		32,061
	Kindred Healthcare, Inc.		101,700		1,848,906
	LHC Group, Inc.*		16,500		514,470
	Magellan Health, Inc.*		27,125		1,628,314
	Molina Healthcare, Inc.*		28,600		1,530,958
	National Healthcare Corp.		8,920		560,533
	PharMerica Corp.*		74,800		1,549,108
	Premier, Inc., Class A*		13,000		435,890
	Skystar Bio-Pharmaceutical Co. Ltd.*+		24,300		103,032
	Triple-S Management Corp., Class B*		14,000		334,740

					15,394,214

Hotels, Restaurants & Leisure - 2.82%
	Ambassadors Group, Inc.*		200		500
	Boyd Gaming Corp.*		70,900		906,102
	Century Casinos, Inc.*+		20,300		102,515
	Flanigan’s Enterprises, Inc.*+		2,500		75,000
	Frisch’s Restaurants, Inc.		14,373		385,196
	Full House Resorts, Inc.*		31,300		43,820
	International Speedway Corp., Class A		63,760		2,018,004
	Isle of Capri Casinos, Inc.*		100,150		838,256
	Lakes Entertainment, Inc.*		16,950		113,565
	Life Time Fitness, Inc.*		5,900		334,058
	Luby’s, Inc.*		42,500		193,375
	Marcus Corp. (The)		71,054		1,315,210
	Monarch Casino & Resort, Inc.*		38,900		645,351
	Penn National Gaming, Inc.*		100,500		1,379,865
	Red Lion Hotels Corp.*+		16,095		102,042
	Ruby Tuesday, Inc.*		162,200		1,109,448
	Speedway Motorsports, Inc.		74,750		1,634,782

					11,197,089


24		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
Household Durables - 0.93%
	Bassett Furniture Industries, Inc.		25,559	$	498,656
	CSS Industries, Inc.		35,558		982,823
	Emerson Radio Corp.		52,600		55,230
	Hooker Furniture Corp.		15,000		257,550
	Lifetime Brands, Inc.		24,999		429,983
	NACCO Industries, Inc., Class A		11,350		673,736
	P&F Industries, Inc., Class A*		492		3,956
	ZAGG, Inc.*		116,000		787,640

					3,689,574

Household Products - 0.58%
	Central Garden & Pet Co., Class A*		173,400		1,655,970
	Harbinger Group, Inc.*		45,800		648,528

					2,304,498

Insurance - 8.45%
	Ambac Financial Group, Inc.*		36,000		882,000
	American Equity Investment Life Holding Co.		78,550		2,292,874
	American Independence Corp.*		16,900		166,634
	AMERISAFE, Inc.		56,500		2,393,340
	Argo Group International Holdings, Ltd.		8,352		463,285
	Baldwin & Lyons, Inc., Class B		19,700		507,866
	Citizens, Inc.*+		14,800		112,480
	Donegal Group, Inc., Class A		57,100		912,458
	EMC Insurance Group, Inc.		13,850		491,121
	FBL Financial Group, Inc., Class A		36,166		2,098,713
	Federated National Holding Co.		38,012		918,370
	Fidelity & Guaranty Life		5,000		121,350
	First Acceptance Corp.*		145,000		369,750
	Hallmark Financial Services, Inc.*		50,158		606,410
	Hilltop Holdings, Inc.*		14,100		281,295
	Horace Mann Educators Corp.		74,950		2,486,841
	Independence Holding Co.		9,950		138,802
	Infinity Property & Casualty Corp.		9,200		710,792
	Investors Title Co.		1,000		72,360
	Kansas City Life Insurance Co.+		3,500		168,105


Industry	Company	Shares		Value

Insurance (continued)
	Kingstone Cos., Inc.		4,000	$	32,400
	Maiden Holdings, Ltd.		167,450		2,141,685
	Meadowbrook Insurance Group, Inc.		39,000		329,940
	Montpelier Re Holdings, Ltd.		43,950		1,574,289
	National Interstate Corp.		16,000		476,800
	National Western Life Insurance Co., Class A		5,350		1,440,488
	Navigators Group, Inc. (The)*		27,450		2,013,183
	OneBeacon Insurance Group, Ltd., Class A		15,000		243,000
	Safety Insurance Group, Inc.		14,500		928,145
	Selective Insurance Group, Inc.		43,500		1,181,895
	State Auto Financial Corp.		15,000		333,300
	Stewart Information Services Corp.		45,950		1,701,988
	United Fire Group, Inc.		60,900		1,810,557
	United Insurance Holdings Corp.		53,400		1,172,130
	Universal Insurance Holdings, Inc.		98,641		2,017,208

					33,591,854

Internet & Catalog Retail - 0.25%
	CafePress, Inc.*		30,000		70,500
	FTD Cos., Inc.*		27,160		945,711

					1,016,211

Internet Software & Services - 0.60%
	Autobytel, Inc.*		10,600		115,540
	Blucora, Inc.*		17,597		243,718
	Demand Media, Inc.*		15,000		91,800
	Marchex, Inc., Class B		88,000		403,920
	Monster Worldwide, Inc.*		185,000		854,700
	QuinStreet, Inc.*		9,500		57,665
	United Online, Inc.		42,399		616,905

					2,384,248

IT Services - 1.89%
	CACI International, Inc., Class A*		28,951		2,494,997
	CIBER, Inc.*		157,501		559,129
	CSP, Inc.		13,700		101,380
	Edgewater Technology, Inc.*		11,710		87,884
	Global Cash Access Holdings, Inc.*		60,000		429,000
	ManTech International Corp., Class A		78,882		2,384,603
	NCI, Inc., Class A*		60,700		619,747


www.bridgeway.com		25

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value

Common Stocks (continued)
IT Services (continued)
	Newtek Business Services Corp.*		2,400	$	35,424
	Sykes Enterprises, Inc.*		33,550		787,418

					7,499,582

Leisure Equipment & Products - 0.22%
	Johnson Outdoors, Inc., Class A		23,950		747,240
	Summer Infant, Inc.*		43,200		140,832

					888,072

Life Sciences Tools & Services - 0.13%
	Albany Molecular Research, Inc.*+		32,728		532,812

Machinery - 1.65%
	Ampco-Pittsburgh Corp.		30,105		579,521
	Briggs & Stratton Corp.		89,450		1,826,569
	Chicago Rivet & Machine Co.		1,000		30,700
	Cleantech Solutions International, Inc.*+		12,000		39,120
	Dynamic Materials Corp.		20,100		322,002
	Eastern Co. (The)		20,104		344,784
	FreightCar America, Inc.		15,000		394,650
	Hardinge, Inc.		27,000		321,840
	Hurco Companies, Inc.		3,765		128,349
	Hyster-Yale Materials Handling, Inc.		2,700		197,640
	Kadant, Inc.		5,000		213,450
	L.B. Foster Co., Class A		21,900		1,063,683
	L.S. Starrett Co., Class A (The)		22,700		452,411
	MFRI, Inc.*		31,200		218,712
	Supreme Industries, Inc., Class A		30,450		214,977
	THT Heat Transfer
	Technology, Inc.*		15,000		18,750
	Titan International, Inc.+		17,000		180,710
	WSI Industries, Inc.		1,000		5,770

					6,553,638

Marine - 0.15%
	International Shipholding Corp.		33,550		499,895
	Rand Logistics, Inc.*		6,600		26,070
	Ultrapetrol Bahamas, Ltd.*		39,900		85,386

					611,351

Media - 2.09%
	Ballantyne Strong, Inc.*		27,939		114,829
	CTC Media, Inc.		3,200		15,584


Industry	Company	Shares		Value

Media (continued)
	Entercom Communications Corp., Class A*		35,300	$	429,248
	Global Sources, Ltd.*+		5,000		31,800
	Harte-Hanks, Inc.		67,500		522,450
	Journal Communications, Inc., Class A*		122,750		1,403,032
	McClatchy Co. (The), Class A*		325,025		1,079,083
	Radio One, Inc., Class D*+		120,450		201,152
	Reading International, Inc., Class A*		70,400		933,504
	Salem Communications Corp., Class A		106,300		831,266
	Scholastic Corp.		75,950		2,766,099

					8,328,047

Metals & Mining - 1.83%
	Century Aluminum Co.*		13,000		317,200
	Handy & Harman, Ltd.*		200		9,206
	Hecla Mining Co.+		150,000		418,500
	Kaiser Aluminum Corp.		26,700		1,907,181
	Materion Corp.		34,500		1,215,435
	Noranda Aluminum Holding Corp.		70,000		246,400
	Olympic Steel, Inc.		45,500		808,990
	Schnitzer Steel Industries, Inc., Class A+		65,200		1,470,912
	Thompson Creek Metals Co., Inc.*		287,500		480,125
	Universal Stainless & Alloy Products, Inc.*		16,200		407,430

					7,281,379

Multiline Retail - 0.07%
	Fred’s, Inc., Class A		16,250		282,912

Oil, Gas & Consumable Fuels - 7.29%
	Abraxas Petroleum Corp.*		267,800		787,332
	Adams Resources & Energy, Inc.		8,600		429,570
	Alon USA Energy, Inc.		115,000		1,457,050
	Apco Oil and Gas International, Inc.*		10,000		140,300
	Bill Barrett Corp.*		84,700		964,733
	Bonanza Creek Energy, Inc.*		63,500		1,524,000
	Callon Petroleum Co.*		56,300		306,835
	Carrizo Oil & Gas, Inc.*		32,500		1,352,000
	Clayton Williams Energy, Inc.*		13,100		835,780
	Cloud Peak Energy, Inc.*		51,450		472,311
	Comstock Resources, Inc.+		73,200		498,492
	Contango Oil & Gas Co.*		23,000		672,520


26		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Oil, Gas & Consumable Fuels (continued)
	Delek US Holdings, Inc.		22,900	$	624,712
	DHT Holdings, Inc.		39,000		285,090
	Earthstone Energy, Inc.*		4,000		94,000
	Escalera Resources Co.*		12,050		6,266
	Gastar Exploration, Inc.*		70,000		168,700
	Gran Tierra Energy, Inc.*		120,200		462,770
	Green Brick Partners, Inc.*		20,900		171,380
	Green Plains, Inc.		96,450		2,390,031
	Halcon Resources Corp.*+		100,000		178,000
	Hallador Energy Co.		71,600		788,316
	Knightsbridge Shipping, Ltd.+		31,000		140,430
	LinnCo LLC+		35,000		362,950
	Matador Resources Co.*		59,500		1,203,685
	Mexco Energy Corp.*		6,000		33,300
	Midstates Petroleum Co., Inc.*+		46,200		69,762
	Miller Energy Resources, Inc.*+		90,000		112,500
	New Concept Energy, Inc.*+		3,600		5,436
	Northern Oil and Gas, Inc.*+		95,400		539,010
	Pacific Ethanol, Inc.*+		109,900		1,135,267
	Penn Virginia Corp.*+		65,700		438,876
	PetroQuest Energy, Inc.*		104,250		389,895
	Renewable Energy Group, Inc.*		140,053		1,359,915
	Resolute Energy Corp.*+		122,700		161,964
	REX American Resources Corp.*		39,350		2,438,520
	Sanchez Energy Corp.*+		34,000		315,860
	Ship Finance International, Ltd.+		54,900		775,188
	Stone Energy Corp.*		64,600		1,090,448
	Swift Energy Co.*+		80,000		324,000
	TransAtlantic Petroleum, Ltd.*		10,000		53,900
	Triangle Petroleum Corp.*+		150,000		717,000
	U.S. Energy Corp. - Wyoming*		110,300		163,244
	VAALCO Energy, Inc.*		295,500		1,347,480
	W&T Offshore, Inc.+		64,700		474,898
	Warren Resources, Inc.*		460,580		741,534

					29,005,250

Paper & Forest Products - 0.99%
	Mercer International, Inc.*+		64,950		798,236
	Orient Paper, Inc.*		200		222
	PH Glatfelter Co.		40,000		1,022,800
	Resolute Forest Products, Inc.*		119,700		2,107,917

					3,929,175


Industry	Company	Shares		Value
Personal Products - 0.14%
	Mannatech, Inc.*		12,700	$	338,455
	Natural Alternatives International, Inc.*		6,000		32,100
	Nutraceutical International Corp.*		8,950		192,962

					563,517

Professional Services - 2.28%
	CDI Corp.		35,700		632,247
	CRA International, Inc.*		49,800		1,509,936
	FTI Consulting, Inc.*		36,500		1,409,995
	Heidrick & Struggles International, Inc.		55,240		1,273,282
	Hill International, Inc.*		100,300		385,152
	Kelly Services, Inc., Class A		6,000		102,120
	Navigant Consulting, Inc.*		99,500		1,529,315
	RPX Corp.*		85,596		1,179,513
	VSE Corp.		15,830		1,043,197

					9,064,757

Real Estate Management & Development - 0.07%
	Forestar Group, Inc.*		18,000		277,200

Road & Rail - 1.51%
	ArcBest Corp.		40,400		1,873,348
	Celadon Group, Inc.		4,400		99,836
	Covenant Transportation Group, Inc., Class A*		42,550		1,153,530
	Marten Transport, Ltd.		37,966		829,937
	P.A.M. Transportation Services, Inc.*		27,527		1,427,000
	USA Truck, Inc.*		21,435		608,754

					5,992,405

Semiconductors & Semiconductor Equipment - 3.17%
	Advanced Energy Industries, Inc.*		23,000		545,100
	Alpha & Omega Semiconductor, Ltd.*		11,905		105,359
	Amkor Technology, Inc.*		165,200		1,172,920
	AXT, Inc.*		25,000		70,000
	Brooks Automation, Inc.		60,000		765,000
	Cirrus Logic, Inc.*		30,500		718,885
	Diodes, Inc.*		17,200		474,204
	Fairchild Semiconductor International, Inc.*		52,400		884,512
	GigOptix, Inc.*		65,000		78,000
	Integrated Silicon Solution, Inc.		26,800		444,076
	IXYS Corp.		39,000		491,400


www.bridgeway.com		27

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company	Shares		Value
Common Stocks (continued)
Semiconductors & Semiconductor Equipment (continued)
	Kulicke & Soffa Industries, Inc.*		100,300	$	1,450,338
	MagnaChip Semiconductor Corp.*		33,100		429,969
	OmniVision Technologies, Inc.*		81,800		2,126,800
	Pericom Semiconductor Corp.*		41,500		561,910
	Photronics, Inc.*		171,470		1,424,916
	Rudolph Technologies, Inc.*		31,100		318,153
	Ultra Clean Holdings, Inc.*		57,000		528,960

					12,590,502

Software - 0.41%
	Ebix, Inc.+		40,000		679,600
	Epiq Systems, Inc.		30,000		512,400
	Mind CTI, Ltd.		25,000		98,250
	Net 1 UEPS Technologies, Inc.*		15,700		178,980
	TeleCommunication Systems, Inc., Class A*		57,900		180,648

					1,649,878

Specialty Retail - 2.12%
	Barnes & Noble, Inc.*		80,000		1,857,600
	Build-A-Bear Workshop, Inc.*		3,800		76,380
	Children’s Place, Inc. (The)		14,500		826,500
	Citi Trends, Inc.*		51,150		1,291,538
	hhgregg, Inc.*		46,700		353,519
	Pep Boys-Manny, Moe & Jack (The)*		50,500		495,910
	Shoe Carnival, Inc.+		20,000		513,800
	Stage Stores, Inc.		30,000		621,000
	Systemax, Inc.*		41,456		559,656
	Trans World Entertainment Corp.		30,000		98,700
	TravelCenters of America LLC*		113,150		1,427,953
	West Marine, Inc.*		22,679		293,013

					8,415,569

Textiles, Apparel & Luxury Goods - 0.48%
	Delta Apparel, Inc.*		13,200		134,376
	Ever-Glory International Group, Inc.*		20,000		119,800
	Perry Ellis International, Inc.*		5,184		134,421
	Rocky Brands, Inc.		16,150		214,149
	Unifi, Inc.*		43,600		1,296,228

					1,898,974


Industry	Company	Shares		Value

Thrifts & Mortgage Finance - 3.87%
	Astoria Financial Corp.		120,900	$	1,615,224
	Bank Mutual Corp.		121,800		835,548
	Berkshire Hills Bancorp, Inc.		17,200		458,552
	Brookline Bancorp, Inc.		30,000		300,900
	Cape Bancorp, Inc.		26,100		245,601
	Chicopee Bancorp, Inc.		12,500		209,375
	ESB Financial Corp.		35,649		675,192
	ESSA Bancorp, Inc.		35,000		420,000
	Federal Agricultural Mortgage Corp., Class C		16,500		500,610
	First Defiance Financial Corp.		20,750		706,745
	First Financial Northwest, Inc.		26,400		317,856
	Flagstar Bancorp, Inc.*		59,500		935,935
	Fox Chase Bancorp, Inc.		10,500		175,035
	Franklin Financial Corp.*		15,873		336,190
	Hampden Bancorp, Inc.		17,000		363,800
	Heritage Financial Group, Inc.		12,200		315,980
	Hingham Institution for Savings		643		55,947
	Home Bancorp, Inc.		15,597		357,795
	HopFed Bancorp, Inc.		23,500		298,920
	Laporte Bancorp, Inc.		11,000		137,390
	Meta Financial Group, Inc.		11,500		402,960
	New Hampshire Thrift Bancshares, Inc.		2,000		31,240
	Northwest Bancshares, Inc.		20,000		250,600
	Ocean Shore Holding Co.		14,800		213,268
	OceanFirst Financial Corp.		50,488		865,364
	Oritani Financial Corp.		50,000		770,000
	Provident Financial Holdings, Inc.		26,600		402,458
	Provident Financial Services, Inc.		67,400		1,217,244
	Pulaski Financial Corp.		800		9,864
	Riverview Bancorp, Inc.*		72,478		324,701
	Security National Financial Corp., Class A*		12,400		71,424
	Simplicity Bancorp, Inc.		17,766		304,687
	Territorial Bancorp, Inc.		21,900		471,945
	Timberland Bancorp, Inc.		7,000		74,200
	United Community Bancorp		10,000		116,500
	United Community Financial Corp.		39,163		210,305
	Westfield Financial, Inc.		53,000		389,020

					15,388,375


28		Semi-Annual Report \| December 31, 2014 (Unaudited)

Omni Tax-Managed Small-Cap Value Fund

SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2014 (Unaudited)


Industry	Company				Shares	Value

Common Stocks (continued)
Trading Companies & Distributors - 2.32%
	Aircastle, Ltd.				135,600	$	2,897,772
	CAI International, Inc.*				66,000		1,531,200
	General Finance Corp.*				136,000		1,340,960
	Rush Enterprises, Inc., Class A*				58,600		1,878,130
	TAL International Group, Inc.+				22,250		969,432
	Willis Lease Finance Corp.*				27,250		596,775

							9,214,269

Wireless Telecommunication Services - 0.35%
	Spok Holdings, Inc.				81,100		1,407,896

TOTAL COMMON STOCKS - 99.63% (Cost $321,692,311)							396,214,166


WARRANTS - 0.00%
	Eagle Bulk Shipping, Inc.*				8,501		11,561


TOTAL WARRANTS - 0.00% (Cost $70,770)							11,561


		Rate^			Shares	Value

MONEY MARKET FUND - 0.76%
Dreyfus Cash Management Fund			0.03	%	3,017,013		3,017,013

TOTAL MONEY MARKET FUND - 0.76% (Cost $3,017,013)							3,017,013



INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 3.66%
Dreyfus Cash Management Fund**	0.03	%	14,548,780	14,548,780

TOTAL INVESTMENTS PURCHASED WITH CASH
PROCEEDS FROM SECURITIES LENDING - 3.66%				14,548,780

(Cost $14,548,780)


	Value

TOTAL INVESTMENTS - 104.05% (Cost $339,328,874)	$	413,791,520
Liabilities in Excess of Other Assets - (4.05%)		(16,121,291	)

NET ASSETS - 100.00%	$	397,670,229

*	Non-income producing security.

**	This security represents the investment of the collateral received in connection with securities out on loan as of December 31, 2014.

^	Rate disclosed as of December 31, 2014.

+	This security or a portion of the security is out on loan as of December 31, 2014. Total loaned securities had a value of $13,989,056 as of December 31, 2014.

LLC

- Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 12/31/2014 (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	$	396,214,166	$	—	$ —	$	396,214,166
Warrants		11,561		—	—		11,561
Money Market Fund		—		3,017,013	—		3,017,013
Investments Purchased with Cash Proceeds from Securities Lending		—		14,548,780	—		14,548,780

TOTAL	$	396,225,727	$	17,565,793	$ —	$	413,791,520


See Notes to Financial Statements.


www.bridgeway.com		29


STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2014 (Unaudited)


						Omni Tax-Managed
ASSETS	Omni Small-Cap Value			Small-Cap Value
Investments at value		$	475,240,546		$	413,791,520
Receivables:
Fund shares sold			526,537			620,756
Dividends and interest			286,630			242,688
Prepaid expenses			62,632			66,862
Total assets			476,116,345			414,721,826

LIABILITIES
Payables:
Portfolio securities purchased			2,261,469			2,157,279
Fund shares redeemed			521,965			119,987
Payable upon return of securities loaned			16,705,786			14,548,780
Accrued Liabilities:
Investment advisory fees			139,846			114,934
Administration fees			7,908			7,011
Directors’ fees			2,281			2,878
Other			93,777			100,728
Total liabilities			19,733,032			17,051,597
NET ASSETS		$	456,383,313		$	397,670,229

NET ASSETS REPRESENT
Paid-in capital		$	373,887,884		$	317,191,914
Undistributed net investment income			1,854			1,504,801
Accumulated net realized gain on investments			6,928,678			4,510,868
Net unrealized appreciation on investments			75,564,897			74,462,646
NET ASSETS		$	456,383,313		$	397,670,229
Shares of common stock outstanding of $ .001 par value*			29,936,414			27,683,681
Net asset value, offering price and redemption price per share		$	15.25		$	14.36
Total investments at cost		$	399,675,649		$	339,328,874

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

See Notes to Financial Statements.


30		Semi-Annual Report \| December 31, 2014 (Unaudited)


STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2014 (Unaudited)


	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
INVESTMENT INCOME
Dividends	$	2,659,334		$	2,576,496
Less: foreign taxes withheld		(1,441	)		(1,025	)
Securities lending		203,452			160,550
Total Investment Income		2,861,345			2,736,021

EXPENSES
Investment advisory fees		1,055,303			1,025,612
Administration fees		45,999			44,714
Accounting fees		59,106			58,739
Transfer agent fees		6,581			6,588
Professional fees		38,810			39,804
Custody fees		9,301			9,899
Blue sky fees		25,813			24,609
Directors’ and officers’ fees		18,278			18,668
Shareholder servicing fees		160,268			163,160
Reports to shareholders		20,054			20,487
Miscellaneous expenses		35,781			44,023
Total Expenses		1,475,294			1,456,303
Less investment advisory fees waived		(208,931	)		(225,129	)
Net Expenses		1,266,363			1,231,174
NET INVESTMENT INCOME		1,594,982			1,504,847

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Realized Gain on:
Investments		9,251,395			4,569,387
Change in Unrealized Depreciation on:
Investments		(20,832,878	)		(24,891,287	)
Net Realized and Unrealized Loss on Investments		(11,581,483	)		(20,321,900	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(9,986,501	)	$	(18,817,053	)

See Notes to Financial Statements.


www.bridgeway.com		31


STATEMENTS OF CHANGES IN NET ASSETS


	Omni Small-Cap Value						Omni Tax-Managed Small-Cap Value
	Six Months Ended December 31, 2014			Year Ended June 30, 2014			Six Months Ended December 31, 2014			Year Ended June 30, 2014

	(Unaudited)						(Unaudited)

OPERATIONS
Net investment income	$	1,594,982		$	2,327,679		$	1,504,847		$	2,217,693
Net realized gain on investments		9,251,395			32,913,857			4,569,387			21,562,969
Net change in unrealized appreciation (depreciation) on investments		(20,832,878	)		40,739,787			(24,891,287	)		53,648,014
Net increase (decrease) in net assets resulting from operations		(9,986,501	)		75,981,323			(18,817,053	)		77,428,676

DISTRIBUTIONS:
From net investment income		(2,478,656	)		(1,694,743	)		(767,401	)		(1,891,418	)
From net realized gains		(20,389,241	)		(21,789,088	)		(14,502,076	)		(10,989,498	)
Net decrease in net assets resulting from distributions		(22,867,897	)		(23,483,831	)		(15,269,477	)		(12,880,916	)

SHARE TRANSACTIONS:
Proceeds from sale of shares		98,759,369			134,502,593			79,470,913			137,813,044
Reinvestment of distributions		22,867,897			23,483,831			15,267,232			12,880,497
Cost of shares redeemed		(39,581,115	)		(64,201,515	)		(88,311,592	)		(51,998,913	)
Net increase in net assets resulting from share transactions		82,046,151			93,784,909			6,426,553			98,694,628
Net increase (decrease) in net assets		49,191,753			146,282,401			(27,659,977	)		163,242,388

NET ASSETS:
Beginning of period		407,191,560			260,909,159			425,330,206			262,087,818

End of period*	$	456,383,313		$	407,191,560		$	397,670,229		$	425,330,206

SHARES ISSUED & REDEEMED
Issued		6,441,085			8,558,069			5,499,107			9,510,227
Distributions reinvested		1,604,765			1,534,891			1,131,744			901,364
Redeemed		(2,592,789	)		(4,100,860	)		(6,309,185	)		(3,605,976	)
Net increase in shares		5,453,061			5,992,100			321,666			6,805,615
Outstanding at beginning of period		24,483,353			18,491,253			27,362,015			20,556,400
Outstanding at end of period		29,936,414			24,483,353			27,683,681			27,362,015

* Including undistributed net investment income of:	$	1,854		$	885,528		$	1,504,801		$	767,355

See Notes to Financial Statements.


32		Semi-Annual Report \| December 31, 2014 (Unaudited)

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI SMALL-CAP VALUE


		Year Ended June 30
	For the Period Ended 12/31/2014 (Unaudited)	2014	2013	For the Period Ended 06/30/2012(a)
Net Asset Value, Beginning of Period	$16.63	$14.11	$11.11	$10.00


Income from Investment Operations:
Net Investment Income(b)	0.06	0.11	0.17	0.08
Net Realized and Unrealized Gain (Loss)	(0.62)	3.58	3.12	1.06

Total from Investment Operations	(0.56)	3.69	3.29	1.14


Less Distributions to Shareholders from:
Net Investment Income	(0.09)	(0.08)	(0.16)	(0.03)
Net Realized Gain	(0.73)	(1.09)	(0.13)	-

Total Distributions	(0.82)	(1.17)	(0.29)	(0.03)


Net Asset Value, End of Period	$15.25	$16.63	$14.11	$11.11


Total Return	(3.01%)(c)(d)	26.89%(d)	30.08%(d)	11.41%(c)(d)

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$456,383	$407,192	$260,909	$179,553
Expenses Before Waivers and Reimbursements	0.70%(e)	0.71%	0.78%	0.84%(e)
Expenses After Waivers and Reimbursements	0.60%(e)	0.60%	0.60%	0.60%(e)
Net Investment Income After Waivers and Reimbursements	0.76%(e)	0.70%	1.36%	0.92%(e)
Portfolio Turnover Rate	15%(c)	31%	34%	8%(c)

(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		33

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI TAX-MANAGED SMALL-CAP VALUE


		Year Ended June 30
	For the Period Ended 12/31/14 (Unaudited)	2014	2013	2012	For the Period Ended 06/30/2011(a)
Net Asset Value, Beginning of Period	$15.54	$12.75	$10.05	$10.68	$10.00


Income from Investment Operations:
Net Investment Income(b)	0.05	0.09	0.15	0.09	0.03
Net Realized and Unrealized Gain (Loss)	(0.64)	3.26	2.68	(0.67)(c)	0.65

Total from Investment Operations	(0.59)	3.35	2.83	(0.58)	0.68


Less Distributions to Shareholders from:
Net Investment Income	(0.03)	(0.08)	(0.13)	(0.05)	-
Net Realized Gain	(0.56)	(0.48)	-	-	-

Total Distributions	(0.59)	(0.56)	(0.13)	(0.05)	-


Net Asset Value, End of Period	$14.36	$15.54	$12.75	$10.05	$10.68


Total Return	(3.57%)(d)(e)	26.71%(e)	28.43%(e)	(5.41%)(e)	6.80%(d)(e)

Ratios and Supplemental Data:
Net Assets, End of Period (in 000’s)	$397,670	$425,330	$262,088	$127,216	$37,945
Expenses Before Waivers and Reimbursements	0.71%(f)	0.71%	0.77%	0.90%	1.56%(f)
Expenses After Waivers and Reimbursements	0.60%(f)	0.60%	0.60%	0.60%	0.60%(f)
Net Investment Income After Waivers and Reimbursements	0.73%(f)	0.65%	1.34%	0.95%	0.57%(f)
Portfolio Turnover Rate	22%(d)	25%	34%	26%	7%(d)

(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 and realized 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.


34		Semi-Annual Report \| December 31, 2014 (Unaudited)


NOTES TO FINANCIAL STATEMENTS

December 31, 2014 (Unaudited)

1. Organization:

Bridgeway is organized as a series fund, with 11 investment funds as of December 31, 2014 (each is referred to as 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.

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:

Securities and Other Investments Valuation Securities for which market quotations are readily available are valued at the last sale price on the national exchange on which such securities are primarily traded. In the case of securities reported on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system, the securities are valued based on the NASDAQ Official Closing Price. 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.

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.bridgeway.com		35


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (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

•

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

The Dreyfus Cash Management Fund, which is held by the Funds, 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 Funds’ own assumptions in determining the fair value of investments)

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.


36		Semi-Annual Report \| December 31, 2014 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

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, 2014:


					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		$15,981,670	-	$15,981,670	-		$15,981,670		-
Omni Tax-Managed Small-Cap Value
Securities lending		$13,989,056	-	$13,989,056	-		$13,989,056		-

Collateral with a value of $16,705,786 and $14,548,780 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, 2014, the collateral consisted of an institutional money market fund.

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.

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.bridgeway.com		37


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2014 (Unaudited)

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, 2014. 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 12/31/14

Omni Small-Cap Value*	0.60%	$208,931
Omni Tax-Managed Small-Cap Value*	0.60%	225,129

*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, $367,842, and 208,931, which expire on June 30, 2015, June 30, 2016, June 30, 2017, and June 30, 2018, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $243,003, $328,970, $382,335, and $225,129, which expire June 30, 2015, June 30, 2016, June 30, 2017, and June 30, 2018, respectively.

Other Related Party Transactions: The Bridgeway Funds will engage in inter-portfolio trades with other Bridgeway Funds when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales for the Funds during the period ended December 31, 2014 were as follows:


Bridgeway Fund	Inter-Portfolio Purchases	Inter-Portfolio Sales

Omni Small-Cap Value	$26,915,400	$ 7,950,299
Omni Tax-Managed Small-Cap Value	12,713,384	17,615,389

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, 2014, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $45,999 and $44,714, respectively.


38		Semi-Annual Report \| December 31, 2014 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

LOGO

December 31, 2014 (Unaudited)

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.

4. Distribution and Shareholder Servicing Fees:

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, 2014 were as follows:


	Purchases						Sales
	U.S. Government			Other			U.S. Government			Other

Omni Small-Cap Value		$	-		$	123,233,411		$	-		$	62,243,723
Omni Tax-Managed Small-Cap Value			-			88,907,742			-			97,686,251

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.


	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
Gross appreciation (excess of value over tax cost)		$101,840,528			$ 92,735,043
Gross depreciation (excess of tax cost over value)		(26,400,455	)		(18,291,198	)
Net unrealized appreciation		$ 75,440,073			$ 74,443,845
Cost of investments for income tax purposes		$399,800,473			$339,347,675

The differences between book and tax net unrealized appreciation (depreciation) are due to wash sale loss deferrals and basis adjustments on passive foreign investment companies (PFICs) and business development companies.


www.bridgeway.com		39

NOTES TO FINANCIAL STATEMENTS (continued)

LOGO

December 31, 2014 (Unaudited)

The tax character of the distributions paid by the Funds during the fiscal years ended June 30, 2014 and 2013, are as follows:


	Omni Small-Cap Value						Omni Tax-Managed Small-Cap Value
	Year Ended June 30, 2014			Year Ended June 30, 2013			Year Ended June 30, 2014			Year Ended June 30, 2013
Distributions paid from:
Ordinary Income		$	1,694,743		$	2,835,617		$	1,891,418		$	2,235,902
Long-Term Capital Gain			21,789,088			2,196,201			10,989,498			-
Total		$	23,483,831		$	5,031,818		$	12,880,916		$	2,235,902

Components of Accumulated Earnings (Deficit) As of June 30, 2014, 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		$	881,612		$	767,355
Accumulated Net Realized Gain on Investments			18,098,520			14,502,036
Net Unrealized Appreciation of Investments			96,369,695			99,295,454
Total		$	115,349,827		$	114,564,845

For the fiscal year June 30, 2014, the Funds recorded the following reclassifications to the accounts listed below:


	Increase (Decrease)
	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
Paid-in-Capital		$	1,161,727			$	914,184
Undistributed Net Investment Income			(172,224	)			(158,308	)
Accumulated Net Realized Gain (Loss) on Investments			(989,503	)			(755,876	)

The difference between book and tax components of net assets and the resulting reclassifications were primarily a result of the differing book/tax treatment of the deduction of equalization debits for tax purposes and investments in passive foreign investment companies (PFICs) and business development companies.

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 17, 2015. Advances under the Facility are limited to $15,000,000 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


40		Semi-Annual Report \| December 31, 2014 (Unaudited)

NOTES TO FINANCIAL STATEMENTS (continued)

LOGO

December 31, 2014 (Unaudited)

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 each Bridgeway Fund, based upon actual amounts borrowed by such Bridgeway Fund.

For the period ended December 31, 2014, 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		1.41	%		$	5,077,564		39		$	7,641		$	15,000,000
Omni Tax-Managed Small-Cap Value		1.41	%			764,333		18			530			2,026,000

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, 2014.

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.bridgeway.com		41

OTHER INFORMATION

LOGO

December 31, 2014 (Unaudited)

1. Proxy Voting

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.


42		Semi-Annual Report \| December 31, 2014 (Unaudited)

DISCLOSURE OF FUND EXPENSES

LOGO

December 31, 2014 (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, 2014 and held until December 31, 2014.


	Beginning Account Value at 7/1/14			Ending Account Value at 12/31/14			Expense Ratio			Expenses Paid During Period* 7/1/14 - 12/31/14

Bridgeway Omni Small-Cap Value
Actual Fund Return		$	1,000.00		$	969.90		0.60	%		$	2.98
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		$	964.30		0.60	%		$	2.97
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.bridgeway.com		43

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 are 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 5, 2015

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 5, 2015

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

Date	March 5, 2015

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

Bridgeway Funds N-CSRSCertified semi-annual shareholder report (management investment company)