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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMN-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number            811-08200                         

                                  Bridgeway Funds, Inc.                                

(Exact name of registrant as specified in charter)

20 Greenway Plaza, Suite 450

                                        Houston, Texas 77046                                        

(Address of principal executive offices) (Zip code)

Tammira Philippe, President

Bridgeway Funds, Inc.

20 Greenway Plaza, Suite 450

                                        Houston, Texas 77046                                        

(Name and address of agent for service)

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

Date of fiscal year end:  June 30

Date of reporting period: June 30, 2019

FormN-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 Rule30e-1 under the Investment Company Act of 1940 (17 CFR270.30e-1). The Commission may use the information provided on FormN-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by FormN-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained inForm N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

Ano-load mutual fund family                        

	Annual Report June 30, 2019
	AGGRESSIVE INVESTORS 1	BRAGX
	ULTRA-SMALL COMPANY	BRUSX
	(Open to Existing Investors — Direct Only)
	ULTRA-SMALL COMPANY MARKET	BRSIX
	SMALL-CAP GROWTH	BRSGX
	SMALL-CAP VALUE	BRSVX
	BLUE CHIP (Formerly, Blue Chip 35 Index)	BRLIX
	MANAGED VOLATILITY	BRBPX
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (www.bridgeway.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling800-661-3550. Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call800-661-3550 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary or to all Funds held with the fund complex if you invest directly with a Fund.
	www.bridgeway.com

TABLE OF CONTENTS

Letter from the Investment Management Team	1
AGGRESSIVE INVESTORS 1 FUND
Manager’s Commentary	6
Schedule of Investments	10
ULTRA-SMALL COMPANY FUND
Manager’s Commentary	12
Schedule of Investments	16
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary	20
Schedule of Investments	24
SMALL-CAP GROWTH FUND
Manager’s Commentary	33
Schedule of Investments	37
SMALL-CAP VALUE FUND
Manager’s Commentary	39
Schedule of Investments	43
BLUE CHIP FUND
Manager’s Commentary	46
Schedule of Investments	51
MANAGED VOLATILITY FUND
Manager’s Commentary	52
Schedule of Investments	56
STATEMENTS OF ASSETS AND LIABILITIES	64
STATEMENTS OF OPERATIONS	66
STATEMENTS OF CHANGES IN NET ASSETS	68
FINANCIAL HIGHLIGHTS	71
Notes to Financial Statements	78
Report of Independent Registered Public Accounting Firm	90
Other Information	91
Disclosure of Fund Expenses	99
Directors & Officers	101

Bridgeway Funds Standardized Returns as of June 30, 2019* (Unaudited)

					Annualized
Fund1	Quarter		Six Months		1 Year		5 Years		10 Years		15 Years		Inception to Date		Inception Date		Gross Expense Ratio2	Net Expense Ratio2
Aggressive Investors 1		4.13%		18.30%		-6.67%		4.21%		11.36%		5.67%		12.00%		8/5/1994	0.96%	0.96%
Ultra-Small Company		-5.22%		7.76%		-14.48%		-2.71%		8.32%		5.18%		12.32%		8/5/1994	2.03%	2.03%
Ultra-Small Co Market		-2.66%		11.07%		-16.98%		3.27%		11.23%		5.82%		9.71%		7/31/1997	0.86%	0.86%
Small-Cap Growth		0.92%		10.11%		-10.81%		7.81%		12.50%		6.40%		6.66%		10/31/2003	1.08%	0.94%
Small-Cap Value		-2.50%		6.36%		-17.12%		2.17%		10.76%		6.59%		6.61%		10/31/2003	0.94%	0.94%
Blue Chip		5.19%		18.41%		16.26%		10.91%		14.14%		8.32%		7.56%		7/31/1997	0.22%	0.15%
Managed Volatility		1.90%		8.43%		1.74%		3.06%		5.11%		3.81%		3.97%		6/30/2001	1.21%	0.95%

Bridgeway Funds Returns for Calendar Years 2003 through 2018* (Unaudited)

	2003			2004			2005			2006			2007			2008			2009			2010			2011			2012			2013			2014			2015			2016			2017			2018
Aggressive Investors 1		53.98	%		12.21	%		14.93	%		7.11	%		25.80	%		-56.16	%		23.98	%		17.82	%		-10.31	%		21.58	%		42.21	%		14.99	%		-9.82	%		19.47	%		18.44	%		-22.44	%
Ultra-Small Company		88.57	%		23.34	%		2.99	%		21.55	%		-2.77	%		-46.24	%		48.93	%		23.55	%		-14.64	%		24.49	%		55.77	%		-0.56	%		-16.12	%		14.06	%		3.88	%		-15.68	%
Ultra-Small Co Market		79.43	%		20.12	%		4.08	%		11.48	%		-5.40	%		-39.49	%		25.96	%		24.86	%		-7.86	%		19.83	%		50.91	%		4.61	%		-8.28	%		21.47	%		12.47	%		-17.12	%
Small-Cap Growth					11.59	%		18.24	%		5.31	%		6.87	%		-43.48	%		15.05	%		11.77	%		-0.63	%		11.05	%		48.52	%		6.13	%		4.93	%		16.10	%		19.62	%		-11.21	%
Small-Cap Value					17.33	%		18.92	%		12.77	%		6.93	%		-45.57	%		26.98	%		16.56	%		1.05	%		20.99	%		39.72	%		0.79	%		-9.43	%		26.79	%		7.11	%		-13.06	%
Blue Chip		28.87	%		4.79	%		0.05	%		15.42	%		6.07	%		-33.30	%		26.61	%		10.60	%		3.17	%		15.20	%		31.67	%		11.51	%		2.17	%		13.18	%		18.43	%		-1.48	%
Managed Volatility		17.82	%		7.61	%		6.96	%		6.65	%		6.58	%		-19.38	%		12.39	%		5.41	%		1.94	%		6.46	%		9.25	%		5.95	%		0.17	%		2.42	%		8.18	%		-3.97	%

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 recentmonth-end, please visit www.bridgeway.com or call1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains. Periods of less than one year are not annualized.

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

²  Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of June 30, 2019.

* 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, call1-800-661-3550 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.

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.

Effective May 31, 2019, the name of the Blue Chip 35 Index Fund was changed to Blue Chip Fund. Effective July 31, 2019, the Fund’s principal strategies were modified, as indicated in the Supplement dated May 31, 2019 to the Prospectus dated October 31, 2018.

i www.bridgeway.com

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (UNAUDITED)

June 30, 2019

Dear Fellow Shareholders,

Performance across domestic equity markets was generally positive for the second quarter and the 12 months ended June 30, 2019. However, smaller stocks continued to lag larger stocks, resulting in negative returns forsmall-cap stocks this fiscal year. Growth stocks also continued to outperform value stocks across size categories. As a result,small-cap value stocks delivered the year’s worst performance. Market highlights appear on page 2. In this environment, the Bridgeway Funds performed within design expectations, guided by our statistically driven, evidence-based investment approach. Please see the enclosed letters for a detailed explanation of each Fund’s performance during the quarter and the fiscal year. We hope you find the letters helpful.

This August, Bridgeway is marking a major milestone: It’s been 25 years since the launch of the first Bridgeway Funds. To honor this anniversary, President and CEO Tammira Philippe describes the values and practices that have guided Bridgeway for the past 25 years — and that provide a strong foundation to position Bridgeway as an enduring firm for many years to come. Read her thoughts in “Celebrating the First 25 Years of the Bridgeway Funds” on page 2.

One of these foundational values is our commitment to transparency with our shareholders. That’s why we reserve space in our annual report to review a major challenge from the past 12 months. This year, we acknowledge the poor performance of our Select strategies during the quarter ended December 31, 2018. You can read about the market conditions that created headwinds for these strategies in “The Worst Thing of the Fiscal Year” on page 4.

Finally, Bridgeway is celebrating another milestone from the past year: Shannon Sedgwick Davis, President and CEO of the Bridgeway Foundation, recently published her first book,To Stop a Warlord: My Story of Justice, Grace, and the Fight for Peace.On page 4, read about Shannon’s inspiring transformative change work to foster a better world.

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

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (UNAUDITED)(continued)

Market Review

Domestic equity markets rose during the quarter ended June 30, 2019, despite periods of volatility brought on by an escalating U.S.-China trade war and concerns about slowing economic growth. The S&P 500 returned +4.3% for the quarter, and the Dow Jones Industrial Average returned +3.2%. For the fiscal year, the S&P 500 and the DJIA returned +10.4% and +12.2%, respectively.

All U.S. equity style categories, as defined by Russell Indices, recorded positive returns for the quarter. However, larger stocks outperformed smaller stocks across style categories, and growth stocks continued to outperform value stocks in both thelarge-cap andsmall-cap spaces. For the quarter,large-cap growth stocks returned +4.64%, while small-value stocks returned +1.38%.

All sectors of the S&P 500 except Energy had positive returns for the quarter. The Financials sector led the gains, returning +8.0%, followed by Materials (+6.3%) and Information Technology (+6.1%). Among lagging sectors, Energy returned-2.8%, followed by Health Care (+1.4%).

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

	June 2019 Quarter				Fiscal Year Ended June 30, 2019
	Value	All	Growth		Value	All	Growth
Large	3.84%	4.25%	4.64%	Large	8.46%	10.02%	11.56%
Mid	3.19%	4.13%	5.40%	Mid	3.68%	7.83%	13.94%
Small	1.38%	2.10%	2.75%	Small	-6.24%	-3.31%	-0.49%

Celebrating the First 25 Years of the Bridgeway Funds

By Tammira Philippe, President and CEO

What were you doing in August 1994? In August of that year, I was working as an intern at Andersen Consulting in Houston before the start of my senior year at Texas A&M University, where I would complete my undergraduate degree in Computer Science. At the same time, in the same city, and totally unknown to me, a visionary named John Montgomery had recently founded this great company called Bridgeway Capital Management — and was about to launch Bridgeway’s first mutual fund.

I couldn’t have predicted that our paths would cross in 2005, and today I’m thrilled to be working alongside John as President and CEO of a firm that’s grown to a team of 37 committed Partners, stewarding almost $8 billion for our clients.

I’ve been here for half of Bridgeway’s first 25 years, which means I’ve witnessed a large part of our changes first-hand. But it’s whathas notchanged about Bridgeway that has me even more excited for the next 25 years — and beyond.

From the beginning, we wanted Bridgeway to be a different kind of investment manager and mutual fund company — one focused on a purpose that would support and enhance every aspect of our firm. That mission has endured. People traditionally evaluate asset managers like Bridgeway by looking at the “4 Ps” —People, Process, Philosophy, and Performance. We believe it’s vital to consider a fifth “P” —Purpose,which in our experience over the last 25 years, is the source of excellence in the four other “Ps” that most people evaluate. Let’s examine Purpose, People, Philosophy, Process, and Performance further and look at what started 25 years ago, what’s evolved, and what we expect to endure.

2 Annual Report  |  June 30, 2019  

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (UNAUDITED)(continued)

Purpose

John founded Bridgeway to do more than just design excellent investment strategies. The firm’s purpose — then and now — was to create positive change for our clients, our Partners and the world at large. We manage our mutual funds and investment strategies to help our clients achieve their most important goals. We’ve created a company culture that helps our Partners make the best use of their unique talents. And we give back to the communities that sustain us, through volunteering and donations from the Bridgeway Foundation.

We define our mission and purpose in a simple but powerful way. Our vision is: “A world without genocide. Partnering to create an extraordinary future for our clients, community and world.”

People

One of John’s dreams for Bridgeway was that it would not be only his dream. He envisioned aBridgeway familysharing his vision and shaping the company as much or more than he would. Since 1993, he has invited others like you and me into this family, helping make Bridgeway a shared dream among clients, colleagues, and community.

We have built an incredible team to fulfill our commitment to clients like you. And we rely on our culture and processes to guide us as we continue striving toward our vision. Our diverse group of Partners come to Bridgeway for different reasons, but they all cite the importance of our purpose in their decisions to join and stay with our team. The average tenure at Bridgeway of our investment and risk professionals is more than a decade, and we intend to foster that stability and longevity to maintain an enduring culture in the years to come. One way that we do that is through our focus on servant leadership — a deep investment in ongoing professional development to “serve first” and improve our capabilities that keeps our team engaged and committed.

Philosophy, Process and Performance

From the beginning, Bridgeway’s steadfast commitment to our investment philosophy has driven both our process and our performance. The core of that philosophy — first articulated 25 years ago and maintained today — is that investment factors shape returns, and that data, evidence, and logic should guide investment decisions.

How we communicate and implement that philosophy has evolved since 1994 as the financial industry itself has evolved. Just consider the changes we’ve seen in the availability of data on factors such as small size and momentum, the rise of electronic trading, and the emergence of new investment vehicles like ETFs andfunds-of-funds. We’ve also expanded our outreach by developing strong relationships with like-minded financial advisors and consultants who serve retirement plans. But in all these conversations, our focus remains solely on caring for each client.

That commitment to stewardship has been in place since the beginning and will endure. I like to define stewardship as having the passion and discipline to care for an asset for the benefit of others. For Bridgeway, that means we strive to put your needs first and ask, “What is in the best long-term interest of our clients?” in every decision we make.

Another enduring feature is Bridgeway’s commitment to donate 50% of profits to support transformative change in communities. Nearly 15 years ago, John wrote a letter in Bridgeway’s semi-annual report that described the most important change he wants to help achieve: fostering world peace and stopping genocide. We’ve never wavered from that goal. You can turn to page 4 of this report to read how Shannon Sedgwick Davis, President and CEO of the Bridgeway Foundation, has chronicled our efforts to achieve this vision in her new book,To Stop a Warlord.

We are immensely proud of what we’ve achieved in the past 25 years, but a core practice from Bridgeway’s servant leadership development is to express gratitude and appreciation regularly. Whether you’ve been with us for one year or 25, we recognize the commitment you have made by investing with Bridgeway, and we appreciate the trust you have placed in us. In the next 25 years, Bridgeway will remain true to our vision while we raise our profile, diversify our client base, and broaden our capabilities.

www.bridgeway.com 3

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (UNAUDITED)(continued)

We aspire to build an extraordinary future together as we honor the achievements of the past 25 years. Please celebrate this milestone with us by telling someone close to you how much you appreciate something special they have done for you — whether in the last 25 minutes, 25 hours or even 25 years.

Thank you!

The Worst Thing of the Fiscal Year

Our annual report is not just a place to highlight our achievements from the past 12 months (or the past 25 years, in this case). It is also an opportunity to acknowledge and review the challenges that our company and our shareholders experienced. For that reason, we have made it a tradition to include a discussion of the “worst thing” of the previous fiscal year.

The worst thing in Fiscal Year 2019 was the poor performance of our Select strategies during the fourth quarter of 2018. Many shareholders probably remember that turbulent quarter, when concerns about slowing economic growth and rising trade tensions drove down major stock indices and contributed to stocks recording their first calendar-year decline in nine years. Amid this volatility, all our Select strategies had negative absolute returns for the quarter. And three of these select strategies —Aggressive Investors 1,Small-Cap Value andSmall-Cap Growth— underperformed their respective benchmarks.

The fourth quarter of 2018 was an extreme“risk-off” environment, in which investors widely sold off stocks they perceived to be risky. Unfortunately, many of these stocks are the types that we target in our investment models, including smaller stocks and higher beta and higher momentum stocks. Riskier stocks weren’t the only types that suffered, though. The fourth quarter of 2018 was also a high correlation quarter — when stocks of all sizes and styles move in tandem. That fact meant our Funds’ diversifying model exposures largely failed to cushion declines elsewhere in the portfolios. For details on how these conditions affected specific Funds, please review the December 31, 2018 shareholder letters and the explanation of fiscal year performance in this report.

We understand how difficult it is to experience a poor quarter like we did in the fourth quarter of 2018 — and how difficult it is to remain patient while waiting for Fund performance to recover.Small-Cap Growth andSmall-Cap Value continued to lag their benchmarks in the second half of the 2019 fiscal year. And while strong, positive market performance over the past two quarters is helping Aggressive Investors 1 to catch up, the Fund still ended the fiscal year trailing the S&P 500 Index significantly.

Yet we encourage our shareholders to maintain a long-term perspective. As data-driven, statistical investors, Bridgeway believes that the historical premiums offered by investment factors such as small size and valuation, will continue to hold true in the future — even as we experience shorter periods of underperformance.

Our research-driven approach to designing investment strategies also means we continue to investigate ways to mitigate the effects of high-correlation markets, as we discussed in comments about the Aggressive Investors 1 Fund in our 2018 semi-annual report. We are committed to transparency with our shareholders, and we will update you on the outcomes of this research.

Inspiring Action to Create a Better World: Shannon Sedgwick Davis’ new book, To Stop a Warlord

Ten years ago, Shannon Sedgwick-Davis presented a major concern to the board of the Bridgeway Foundation, the charitable organization created and funded by Bridgeway Capital Management. Her appeal: The Foundation needed to do more to live up to its mission of stopping genocide.

As CEO of the Bridgeway Foundation, Shannon had been working in areas of Central Africa being terrorized by warlord Joseph Kony and his Lord’s Resistance Army (LRA). Amid mounting violence and the abduction of thousands of children to serve as LRA soldiers, she realized it was not enough to help communitiesrecoverfrom LRA attacks. The Bridgeway Foundation had to work topreventthese atrocities from continuing.

This insight sparked a multi-year campaign to help end the conflict in Central Africa — work that’s recounted in her new book,To Stop a Warlord: My Story of Grace, Justice, and the Fight for Peace.

4 Annual Report  |  June 30, 2019  

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (UNAUDITED)(continued)

Published this spring,To Stop a Warlorddescribes the unique collaboration between the Bridgeway Foundation and Central African people and organizations desiring change for their region. It is a story of innovative solutions, including the development of an early-warning radio network to alert villages of LRA activity and the creation of a program to train Ugandan soldiers to track and rescue LRA hostages. It is likewise a story of restorative justice, reflected in the efforts of LRA victims and former LRA soldiers to reconcile and move forward, together, for a safer future.

While the book celebrates many achievements —among them, a 90% reduction of LRA violence and the defection of more than 700 LRA soldiers— it also acknowledges the work that remains. As Tammira Philippe notes in her piece on Bridgeway’s 25th anniversary, our mission statement is, “A world without genocide. Partnering to create an extraordinary future for our clients, community, and world.” Yet, we know that this mission remains merely a goal until peopleact, which is why we work continually to effect transformative change in ways big and small.

To Stop a Warlordprovides examples of what action looks like, especially in the face of problems that seem unsolvable. The Bridgeway Foundation’s work in Central Africa could only happen through the dedication and commitment of hundreds of individuals — and each person’s contribution was essential. We hope you take a few moments to read Shannon’s book, feel our appreciation for what you helped make happen, and come away inspired in your service to others — finding your own ways to make a difference in the world.

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Aggressive Investors 1 Fund
MANAGER’S COMMENTARY (Unaudited)

June 30, 2019

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended June 30, 2019, our Fund returned +4.13%, slightly underperforming our primary market benchmark, the S&P 500 Index (+4.30%), and our peer benchmark, the Lipper Capital Appreciation Funds Index (+4.35%), but outperforming the Russell 2000 Index (+2.10%). It was a poor quarter on a relative basis.

For the fiscal year, our Fund returned-6.67%, underperforming our primary market benchmark, the S&P 500 Index (+10.42%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+6.87%), and the Russell 2000 Index(-3.31%).

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

Standardized Returns as of June 30, 2019

							Annualized
	Quarter			1 Year			5 Years			10 Years			15 Years			Since Inception  (8/5/94)
Aggressive Investors 1 Fund		4.13	%		-6.67	%		4.21	%		11.36	%		5.67	%		12.00	%
S&P 500 Index		4.30	%		10.42	%		10.71	%		14.70	%		8.75	%		9.84	%
Russell 2000 Index		2.10	%		-3.31	%		7.06	%		13.45	%		8.15	%		9.19	%
Lipper Capital Appreciation Funds Index		4.35	%		6.87	%		8.56	%		12.76	%		8.46	%		8.63	%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000^th and 3,000^th 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.

6 Annual Report  |  June 30, 2019  

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

Growth of a $10,000 Investment

from Inception August 5, 1994 to June 30, 2019

Detailed Explanation of Quarterly Performance

The Fund’s company financial health models underperformed the benchmark and detracted from relative results, as higher quality and stronger fundamentals stocks were not rewarded by the market during the quarter. However, outperformance by the Fund’s diversifying price momentum and value metrics models helped offset much of that negative impact, though not enough to outpace the benchmark overall. By design, the Fund tends to invest in higher beta and higher volatility stocks, and these holdings detracted from relative performance. The Fund’s investments in smaller stocks also reduced relative returns as smaller stocks underperformed larger stocks during the quarter.

From a sector perspective, the Fund’s allocation effect was slightly positive, with all sector positionings except an underweighting in Communication Services making small positive contributions to relative results. In contrast, the Fund’s stock selection effect was slightly negative. Holdings in the Energy, Information Technology, and Materials sectors detracted the most from relative performance.

Detailed Explanation of Fiscal Year Performance

The Fund significantly trailed the S&P 500 Index during the fiscal year. Most of this underperformance occurred during the first half of the12-month period, when market conditions — including a high-correlation,risk-off second fiscal quarter — created significant headwinds for the Fund.

The Fund’s company financial health and value metrics models underperformed the benchmark and detracted from relative results. Strong outperformance by the Fund’s price momentum model category did not offset this negative impact. The Fund’s investments in higher volatility stocks detracted significantly from relative results, while the Fund’s investments in smaller stocks and its overweighting in deeper value stocks hurt to a lesser degree.

From a sector perspective, the Fund’s allocation effect was slightly negative, with an underweighting in the Health Care sector and an overweighting in the Materials sector detracting somewhat from relative results. The Fund’s stock selection effect was significantly negative, largely driven by poor performance from holdings in the Information Technology, Consumer Discretionary, Industrials, Energy, and Health Care sectors.

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

Top Ten Holdings as of June 30, 2019

Rank	Description	Industry	% of Net Assets
1	HCA Healthcare, Inc.	Health Care		2.5%
2	Applied Materials, Inc.	Information Technology		2.5%
3	Church & Dwight Co., Inc.	Consumer Staples		2.4%
4	Cadence Design Systems, Inc.	Information Technology		2.3%
5	Merck & Co., Inc.	Health Care		2.3%
6	Micron Technology, Inc.	Information Technology		2.1%
7	Xilinx, Inc.	Information Technology		2.0%
8	Ensign Group, Inc. (The)	Health Care		2.0%
9	Lululemon Athletica, Inc.	Consumer Discretionary		1.9%
10	Credit Acceptance Corp.	Financials		1.8%
	Total			21.8%

Industry Sector Representation as of June 30, 2019

	% of Net Assets		% of S&P 500   Index		Difference
Communication Services		5.9%		10.2%		-4.3%
Consumer Discretionary		14.5%		10.2%		4.3%
Consumer Staples		4.5%		7.3%		-2.8%
Energy		3.6%		5.0%		-1.4%
Financials		16.7%		13.1%		3.6%
Health Care		9.2%		14.2%		-5.0%
Industrials		14.2%		9.4%		4.8%
Information Technology		22.4%		21.5%		0.9%
Materials		5.8%		2.8%		3.0%
Real Estate		2.2%		3.1%		-0.9%
Utilities		0.0%		3.3%		-3.3%
Cash & Other Assets		1.0%		-0.1%		1.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2019, 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 thismulti-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.

8 Annual Report  |  June 30, 2019  

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

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgeway.com 9

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
COMMON STOCKS - 99.00%
Communication Services - 5.87%
Altice USA, Inc., Class A*		88,300	$	2,150,105
AMC Networks, Inc., Class A*		30,000		1,634,700
Charter Communications, Inc., Class A*		7,000		2,766,260
DISH Network Corp., Class A*		45,200		1,736,132
United States Cellular Corp.*		33,300		1,487,511
WideOpenWest, Inc.*		120,000		871,200
			10,645,908
Consumer Discretionary - 14.48%
Abercrombie & Fitch Co., Class A		89,300		1,432,372
Chipotle Mexican Grill, Inc.*		2,700		1,978,776
Core-Mark Holding Co., Inc.		50,000		1,986,000
Fiat Chrysler Automobiles NV		215,000		2,971,300
Fossil Group, Inc.*		50,000		575,000
K12, Inc.*		53,700		1,633,017
Lear Corp.		12,300		1,713,021
Lululemon Athletica, Inc.*		19,300		3,478,053
RH*		17,600		2,034,560
SeaWorld Entertainment, Inc.*		74,500		2,309,500
Sonic Automotive, Inc., Class A		58,000		1,354,300
Starbucks Corp.		28,000		2,347,240
TopBuild Corp.*		22,700		1,878,652
Vista Outdoor, Inc.*		65,000		577,200
			26,268,991
Consumer Staples - 4.51%
Church & Dwight Co., Inc.		60,300		4,405,518
Coca-Cola Consolidated, Inc.		6,000		1,795,500
Ingles Markets, Inc., Class A		24,700		768,911
Tyson Foods, Inc., Class A		15,000		1,211,100
			8,181,029
Energy - 3.65%
CONSOL Energy, Inc.*		37,000		984,570
Continental Resources, Inc.*		42,000		1,767,780
Halliburton Co.		60,000		1,364,400
ProPetro Holding Corp.*		90,000		1,863,000
Renewable Energy Group, Inc.*		40,000		634,400
				6,614,150

Industry   Company	Shares		Value
Financials - 16.72%
Aflac, Inc.	41,800	$	2,291,058
Ameriprise Financial, Inc.	15,500		2,249,980
Bank of Montreal	12,000		905,400
Canadian Imperial Bank of Commerce+	21,000		1,649,760
Charles Schwab Corp. (The)	40,500		1,627,695
Credit Acceptance Corp.*	6,900		3,338,427
Enova International, Inc.*	61,000		1,406,050
Erie Indemnity Co., Class A	12,200		3,102,216
MarketAxess Holdings, Inc.	6,700		2,153,514
Progressive Corp. (The)	32,000		2,557,760
Prudential Financial, Inc.	22,000		2,222,000
Santander Consumer USA Holdings, Inc.	105,000		2,515,800
Synchrony Financial	27,200		943,024
TD Ameritrade Holding Corp.	33,500		1,672,320
Unum Group	50,500		1,694,275
		30,329,279
Health Care - 9.21%
AmerisourceBergen Corp.	20,900		1,781,934
Endo International PLC*	142,800		588,336
Ensign Group, Inc. (The)	62,000		3,529,040
HCA Healthcare, Inc.	33,800		4,568,746
Incyte Corp.*	25,000		2,124,000
Merck & Co., Inc.	49,000		4,108,650
		16,700,706
Industrials - 14.22%
Allison Transmission Holdings, Inc.	36,600		1,696,410
ArcBest Corp.	38,000		1,068,180
BMC Stock Holdings, Inc.*	72,000		1,526,400
Caterpillar, Inc.	15,000		2,044,350
CNH Industrial NV	175,000		1,799,000
CoStar Group, Inc.*	3,300		1,828,398
CSX Corp.	26,500		2,050,305
Insperity, Inc.	25,900		3,163,426
Matson, Inc.	26,300		1,021,755
NOW, Inc.*	135,500		1,999,980
Spirit AeroSystems Holdings, Inc., Class A	24,400		1,985,428
United Airlines Holdings, Inc.*	20,400		1,786,020
United Rentals, Inc.*	21,500		2,851,545
Wabash National Corp.	60,000		976,200
		25,797,397

10 Annual Report  |  June 30, 2019

Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company				Shares		Value
Common Stocks (continued)
Information Technology - 22.35%
Alliance Data Systems Corp.					11,300	$	1,583,469
Apple, Inc.					16,000		3,166,720
Applied Materials, Inc.					99,900		4,486,509
Cadence Design Systems, Inc.*					58,400		4,135,304
EPAM Systems, Inc.*					10,300		1,782,930
Intuit, Inc.					7,400		1,933,842
Lam Research Corp.					9,700		1,822,048
Micron Technology, Inc.*					100,000		3,859,000
OSI Systems, Inc.*					21,500		2,421,545
RingCentral, Inc., Class A*					14,600		1,677,832
Seagate Technology PLC					39,900		1,880,088
ServiceNow, Inc.*					6,600		1,812,162
Unisys Corp.*					96,000		933,120
VeriSign, Inc.*					10,500		2,196,180
Western Digital Corp.					27,000		1,283,850
Xilinx, Inc.					30,500		3,596,560
Zendesk, Inc.*					22,000		1,958,660
						40,529,819
Materials - 5.77%
Ecolab, Inc.					9,400		1,855,936
Freeport-McMoRan, Inc.					164,800		1,913,328
Packaging Corp. of America					20,900		1,992,188
SunCoke Energy, Inc.*					201,300		1,787,544
Teck Resources, Ltd., Class B					95,000		2,190,700
Verso Corp., Class A*					38,000		723,900
						10,463,596
Real Estate - 2.22%
American Tower Corp.					11,000		2,248,950
Lamar Advertising Co., Class A					22,000		1,775,620
						4,024,570
TOTAL COMMON STOCKS - 99.00%							179,555,445
(Cost $170,835,476)
	Rate^			Shares		Value
MONEY MARKET FUND - 1.02%
Fidelity Investments Money Market Government Portfolio Class I		2.25	%		1,854,453		1,854,453
TOTAL MONEY MARKET FUND - 1.02%							1,854,453
(Cost $1,854,453)

	Rate^			Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.90%
Fidelity Investments Money Market Government Portfolio Class I**		2.25	%		1,631,234		$1,631,234
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.90%							1,631,234
(Cost $1,631,234)
TOTAL INVESTMENTS - 100.92%						$	183,041,132
(Cost $174,321,163)
Liabilities in Excess of Other Assets - (0.92%)							(1,674,552	)
NET ASSETS - 100.00%						$	181,366,580

* Non-income producing security.

** This security represents the investment of the collateral received in connection with securities out on loan as of June 30, 2019.

^ Rate disclosed as of June 30, 2019.

+ This security or a portion of the security is out on loan as of June 30, 2019. Total loaned securities had a value of $1,612,837 as of June 30, 2019.

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 06/30/2019 (See Note 2 in Notes to Financial Statements):

Valuation Inputs
Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	179,555,445	$	—	$	—	$	179,555,445
Money Market Fund		—		1,854,453		—		1,854,453
Investments Purchased with Cash Proceeds from Securities Lending		—		1,631,234		—		1,631,234
TOTAL	$	179,555,445	$	3,485,687	$	—	$	183,041,132

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

See Notes to Financial Statements.

www.bridgeway.com 11

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

June 30, 2019

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended June 30, 2019, our Fund returned-5.22%, lagging our primary market benchmark, the CRSPCap-Based Portfolio 10 Index(-4.00%), and our peer benchmark, the LipperMicro-Cap Stock Funds Index (+1.11%), as well as the Russell 2000 Index (+2.10%) and the Russell Microcap Index (+0.92%). It was a poor quarter.

For the fiscal year, our Fund returned-14.48%, performing in line with the CRSPCap-Based Portfolio 10 Index(-14.49%), but underperforming the LipperMicro-Cap Stock Funds Index(-7.23%), the Russell 2000 Index(-3.31%) and the Russell Microcap Index(-10.39%).

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

Standardized Returns as of June 30, 2019

							Annualized
	Quarter			1 Year			5 Years			10 Years			15 Years			Since Inception  (8/5/94)
Ultra-Small Company Fund		-5.22	%		-14.48	%		-2.71	%		8.32	%		5.18	%		12.32	%
CRSPCap-Based Portfolio 10 Index		-4.00	%		-14.49	%		3.36	%		12.24	%		7.49	%		11.24	%
Russell 2000 Index		2.10	%		-3.31	%		7.06	%		13.45	%		8.15	%		9.19	%
Russell Microcap Index		0.92	%		-10.39	%		5.52	%		12.54	%		6.28	%		N/A
LipperMicro-Cap Stock Funds Index		1.11	%		-7.23	%		5.82	%		12.65	%		7.15	%		N/A

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

The CRSPCap-Based Portfolio 10 Index is an unmanaged index of 699 of the smallest publicly traded U.S. stocks (with dividends reinvested), as reported by the Center for Research in 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 1,000^th and 3,000^th largest in the market (with dividends reinvested). The LipperMicro-Cap Stock Funds Index is an index ofmicro-cap funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

12 Annual Report  |  June 30, 2019  

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

Growth of a $10,000 Investment

from Inception August 5, 1994 to June 30, 2019

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

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

Detailed Explanation of Quarterly Performance

The Fund’s value metrics models lagged the benchmark and detracted from relative performance during the quarter. However, this negative impact was partially offset by outperformance from the Fund’s price momentum and company financial health model categories. The impact of the Fund’s tilt toward deeper value stocks across multiple valuation metrics was generally positive.

The Fund held approximately 18% of its assets, on average, outside of CRSP 10 during the quarter, including stocks that appreciated to CRSP 9. The Fund’s CRSP 9 holdings underperformed the benchmark and detracted from relative results. Interestingly, the Fund’s overweighting of CRSP 10’s smallest stocks also detracted from returns.

From a sector perspective, the Fund’s allocation effect was positive. An underweighting in the Energy sector and an overweighting in the Information Technology sector made the largest positive contributions to relative returns. However, the Fund’s stock selection effect was negative, largely driven by poor performance from holdings in the Health Care and Information Technology sectors.

www.bridgeway.com 13

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

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

					Annualized
CRSP Decile1	Quarter		1 Year		5 Years	10 Years		93.5 Years
1 (ultra-large)		4.21%		10.52%	11.17%		14.47%		9.44%
2		4.85%		11.33%	9.83%		15.44%		10.60%
3		4.51%		4.99%	9.61%		15.90%		11.06%
4		4.42%		7.21%	7.29%		14.83%		10.88%
5		2.17%		-0.17%	5.29%		13.91%		11.33%
6		0.77%		-4.65%	5.51%		13.98%		11.28%
7		2.82%		1.78%	8.72%		15.81%		11.57%
8		-0.36%		-8.65%	4.98%		13.33%		11.35%
9		-0.66%		-9.53%	6.08%		13.41%		11.40%
10 (ultra-small)		-4.00%		-14.49%	3.36%		12.24%		13.04%

¹  Performance figures are as of the period ended June 30, 2019. The CRSPCap-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 Fiscal Year Performance

The Fund’s company financial health models slightly lagged the benchmark during the fiscal year, but its value metrics and price momentum models outperformed and helped offset this negative impact. The Fund’s tilt toward deeper value stocks across multiple valuation metrics hurt relative performance.

The Fund held approximately 18% of its assets, on average, outside of CRSP 10 during the year, including stocks that appreciated to CRSP 9. The Fund’s CRSP 9 holdings underperformed the benchmark and detracted from relative performance. As with the quarter, the Fund’s overweighting of CRSP 10’s smallest stocks also detracted from returns.

From a sector perspective, the Fund’s allocation effect was positive, with an overweighting in the Information Technology sector and an underweighting in the Energy sector improving relative results the most. The Fund’s stock selection effect was flat overall. Strong performance from holdings in the Health Care and Communication Services sectors was offset by the negative impact from holdings in the Information Technology and Energy sectors.

Top Ten Holdings as of June 30, 2019

Rank	Description	Industry	% of Net Assets
1	Misonix, Inc.	Health Care		2.5%
2	Lifevantage Corp.	Consumer Staples		2.4%
3	Consumer Portfolio Services, Inc.	Financials		2.2%
4	RF Industries, Ltd.	Information Technology		2.2%
5	Genie Energy, Ltd., Class B	Utilities		2.0%
6	Capitala Finance Corp.	Financials		2.0%
7	Inseego Corp.	Information Technology		2.0%
8	Rocky Brands, Inc.	Consumer Discretionary		2.0%
9	Victory Capital Holdings, Inc., Class A	Financials		1.9%
10	Ocwen Financial Corp.	Financials		1.9%
	Total			21.1%

14 Annual Report  |  June 30, 2019  

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

Industry Sector Representation as of June 30, 2019

	% of Net Assets		% of CRSP 10 Index		Difference
Communication Services		4.8%		6.5%		-1.7%
Consumer Discretionary		12.0%		9.7%		2.3%
Consumer Staples		3.9%		2.5%		1.4%
Energy		4.2%		8.1%		-3.9%
Financials		21.6%		24.5%		-2.9%
Health Care		22.4%		21.5%		0.9%
Industrials		10.1%		10.3%		-0.2%
Information Technology		15.3%		9.9%		5.4%
Materials		3.4%		3.6%		-0.2%
Real Estate		0.6%		1.9%		-1.3%
Utilities		2.0%		1.5%		0.5%
Liabilities in Excess of Other Assets		-0.3%		0.0%		-0.3%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgeway.com 15

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
COMMON STOCKS - 100.28%
Communication Services - 4.83%
Alaska Communications Systems Group, Inc.*		381,200	$	651,852
Cinedigm Corp., Class A*		32,000		43,200
Cumulus Media, Inc., Class A*+		25,700		476,735
DHI Group, Inc.*		157,900		563,703
IDT Corp., Class B*		25,000		236,750
Marchex, Inc., Class B*		71,000		333,700
Travelzoo*		82,300		1,270,712
				3,576,652
Consumer Discretionary - 11.96%
AMCON Distributing Co.		2,100		201,243
Bassett Furniture Industries, Inc.		8,700		132,675
Build-A-Bear Workshop, Inc.*+		71,500		399,685
Century Casinos, Inc.*		21,000		203,700
Charles & Colvard, Ltd.*		200,600		316,948
China XD Plastics Co., Ltd.*+		86,300		181,230
Comstock Holding Cos, Inc.*+		54,400		144,160
Delta Apparel, Inc.*		18,200		421,876
Destination Maternity Corp.*		31,900		42,108
Destination XL Group, Inc.*		17,400		30,624
Educational Development Corp.		62,000		433,380
J. Jill, Inc.+		231,800		461,282
Lakeland Industries, Inc.*		47,000		526,400
Lincoln Educational Services Corp.*+		49,564		114,493
Live Ventures, Inc.*+		7,302		50,749
ONE Group Hospitality, Inc. (The)*+		27,400		87,680
Rocky Brands, Inc.		53,700		1,464,936
RTW RetailWinds, Inc.*		174,400		296,480
Rubicon Project, Inc. (The)*		59,700		379,692
TravelCenters of America, LLC*		349,600		1,265,552
Tuesday Morning Corp.*+		513,400		867,646
Vince Holding Corp.*+		47,100		657,045
Vitamin Shoppe, Inc.*+		43,800		172,572
				8,852,156
Consumer Staples - 3.93%
Alico, Inc.		1,400		42,476
Lifevantage Corp.*		136,600		1,773,068
Mannatech, Inc.		13,809		234,615
Natural Alternatives International, Inc.*		26,300		306,658

Industry   Company	Shares		Value
Consumer Staples (continued)
Natural Grocers by Vitamin Cottage, Inc.*	19,700	$	197,985
Reliv International, Inc.*+	26,939		113,683
Village Super Market, Inc., Class A+	9,100		241,241
			2,909,726
Energy - 4.20%
Chaparral Energy, Inc., Class A*+	6,500		30,615
Earthstone Energy, Inc., Class A*	16,000		97,920
Enservco Corp.*	496,100		186,583
Lonestar Resources US, Inc., Class A*	196,700		450,443
Midstates Petroleum Co., Inc.*	48,100		283,309
Mitcham Industries, Inc.*	93,000		367,350
NACCO Industries, Inc., Class A	800		41,552
PrimeEnergy Resources Corp.*	300		39,939
SilverBow Resources, Inc.*	6,700		92,795
Superior Drilling Products, Inc.*	122,800		124,028
Teekay Tankers, Ltd., Class A*	299,300		383,104
TransAtlantic Petroleum, Ltd.*	482,400		347,376
VAALCO Energy, Inc.*	399,100		666,497
			3,111,511
Financials - 21.56%
1347 Property Insurance Holdings, Inc.*+	7,800		38,610
A-Mark Precious Metals, Inc.*+	65,900		859,995
AmeriServ Financial, Inc.	11,600		48,140
BCB Bancorp, Inc.	8,200		113,570
C&F Financial Corp.	13,652		745,536
Capitala Finance Corp.	157,500		1,488,375
Central Federal Corp.*	4,800		57,792
CM Finance, Inc.	92,800		706,208
Codorus Valley Bancorp, Inc.	2,672		61,456
Community West Bancshares	5,000		48,250
Consumer Portfolio Services, Inc.*	435,100		1,653,380
Elevate Credit, Inc.*	59,200		243,904
FedNat Holding Co.	87,300		1,245,771

16 Annual Report  |  June 30, 2019  

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
First Business Financial Services, Inc.	2,500	$	58,750
First Savings Financial Group, Inc.+	1,100		66,000
First United Corp.+	9,800		193,158
GAMCO Investors, Inc., Class A	1,900		36,423
Hallmark Financial Services, Inc.*	13,700		194,951
Horizon Technology Finance Corp.	51,300		605,340
Impac Mortgage Holdings, Inc.*+	68,381		211,981
Manning & Napier, Inc.	134,900		236,075
Marlin Business Services Corp.	3,200		79,776
Monroe Capital Corp.+	23,700		273,498
National Holdings Corp.*	80,400		217,884
Northeast Bank	41,200		1,136,296
Oaktree Strategic, Income Corp.	7,300		61,977
Ocwen Financial Corp.*	675,500		1,398,285
Orrstown Financial Services, Inc.	1,800		39,582
Portman Ridge Finance Corp.+	380,600		856,350
Provident Financial Holdings, Inc.	2,800		58,772
Pzena Investment Management, Inc., Class A	64,300		552,337
Sachem Capital Corp.+	45,200		240,012
SB Financial Group, Inc.+	17,422		286,766
Security National Financial Corp., Class A*	86,334		433,397
Victory Capital Holdings, Inc., Class A*	81,700		1,403,606
			15,952,203
Health Care - 22.38%
Allied Healthcare Products, Inc.*	66,481		123,655
Alphatec Holdings, Inc.*+	142,900		648,766
American Shared Hospital Services*	101,400		291,018
Applied Genetic Technologies Corp.*	42,600		161,454
Apyx Medical Corp.*	25,000		168,000
Aquinox Pharmaceuticals, Inc.*	17,800		42,008
Aravive, Inc.*	22,000		132,000

Industry   Company	Shares		Value
Health Care (continued)
Bioanalytical Systems, Inc.*	121,110	$	238,587
Castlight Health, Inc., Class B*	125,000		403,750
Celldex Therapeutics, Inc.*+	204,900		549,132
Cidara Therapeutics, Inc.*	24,400		40,992
Community Health Systems, Inc.*+	76,300		203,721
Computer Programs & Systems, Inc.	28,700		797,573
Conformis, Inc.*+	220,500		961,380
Cross Country Healthcare, Inc.*	141,500		1,327,270
Cumberland Pharmaceuticals, Inc.*	16,400		104,468
CynergisTek, Inc.*+	109,000		527,560
Daxor Corp.*+	4,400		34,980
Digirad Corp.	44,090		304,662
ElectroCore, Inc.*+	45,800		91,600
Electromed, Inc.*	207,638		1,131,627
Enzo Biochem, Inc.*	214,300		722,191
Harvard Bioscience, Inc.*	322,600		645,200
Infinity Pharmaceuticals, Inc.*	147,900		266,220
InfuSystem Holdings, Inc.*	273,798		1,177,331
IntriCon Corp.*	12,000		280,320
InVivo Therapeutics Holdings Corp.*	25,000		18,500
IRIDEX Corp.*+	20,900		95,095
IVERIC bio, Inc.*	35,900		46,670
Jounce Therapeutics, Inc.*	27,300		135,135
Kewaunee Scientific Corp.	16,100		308,154
Lannett Co., Inc.*+	67,600		409,656
Misonix, Inc.*	72,400		1,840,408
NantHealth, Inc.*+	60,900		32,021
Otonomy, Inc.*	43,300		119,075
Pro-Dex, Inc.*+	28,200		366,036
RadNet, Inc.*	15,000		206,850
RTI Surgical Holdings, Inc.*	224,890		955,782
SeaSpine Holdings Corp.*	33,900		449,175
SIGA Technologies, Inc.*	34,100		193,688
SunLink Health Systems, Inc.*	4,700		6,909
			16,558,619
Industrials - 10.12%
Acme United Corp.+	12,000		270,960
ARC Document Solutions, Inc.*	130,600		266,424
Avalon Holdings Corp., Class A*+	14,700		36,604

www.bridgeway.com 17

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
BG Staffing, Inc.		11,600	$	219,008
Chicago Rivet & Machine Co.		1,900		54,131
Commercial Vehicle Group, Inc.*		91,000		729,820
Construction Partners, Inc., Class A*		4,300		64,586
Continental Materials Corp.*		4,150		66,400
DLH Holdings Corp.*		7,500		38,100
Eastern Co. (The)		2,400		67,248
Ecology and Environment, Inc., Class A		43,732		476,679
Fuel Tech, Inc.*		203,500		284,900
Houston Wire & Cable Co.*		7,400		38,776
Hudson Global, Inc.*		2,019		25,137
Jason Industries, Inc.*		234,900		152,685
LB Foster Co., Class A*		2,100		57,414
Limbach Holdings, Inc.*		22,500		204,750
LS Starrett Co. (The), Class A*		32,300		213,826
LSI Industries, Inc.		137,200		500,780
Miller Industries, Inc.		3,200		98,400
Orion Energy Systems, Inc.*		90,900		269,973
Preformed Line Products Co.		1,200		66,624
Quest Resource Holding Corp.*		22,000		60,940
Radiant Logistics, Inc.*		217,600		1,336,064
Sterling Construction Co., Inc.*		3,000		40,260
Sunworks, Inc.*		119,600		65,182
Tel-Instrument Electronics Corp.*		11,400		26,904
Transcat, Inc.*		19,300		493,887
Virco Manufacturing Corp.		17,600		82,192
Volt Information Sciences, Inc.*		87,600		393,324
Willis Lease Finance Corp.*		13,500		787,320
				7,489,298
Information Technology - 15.29%
AstroNova, Inc.		8,800		227,392
Aviat Networks, Inc.*		70,213		961,918
Blonder Tongue Laboratories, Inc.*		290,100		281,397
Computer Task Group, Inc.*		37,100		148,771
Digital Turbine, Inc.*+		90,000		450,000
Finjan Holdings, Inc.*		334,100		741,702
Inseego Corp.*+		309,300		1,481,547
inTEST Corp.*		220,100		1,058,681
Intevac, Inc.*		6,700		32,428
Luna Innovations, Inc.*		235,630		1,060,335

Industry   Company		Shares		Value
Information Technology (continued)
NetSol Technologies, Inc.*+			47,600	$	266,084
PCM, Inc.*			14,100		494,064
PC-Tel, Inc.			77,800		344,654
PRGX Global, Inc.*			20,000		134,400
RF Industries, Ltd.+			193,898		1,636,499
Richardson Electronics, Ltd.			12,600		70,560
Schmitt Industries, Inc.*+			70,802		164,969
Synacor, Inc.*			26,000		40,560
Taitron Components, Inc., Class A+			68,500		219,200
TESSCO Technologies, Inc.			44,500		794,770
TransAct Technologies, Inc.			62,800		707,128
					11,317,059
Materials - 3.42%
China Advanced Construction Materials Group, Inc./Cayman*+			15,700		56,363
Flexible Solutions International, Inc.+			37,200		167,772
Friedman Industries, Inc.			71,800		499,728
Gold Resource Corp.			115,300		389,714
Gulf Resources, Inc.*			536,800		526,064
Olympic Steel, Inc.			29,700		405,405
UFP Technologies, Inc.*			11,600		482,676
					2,527,722
Real Estate - 0.56%
BRT Apartments Corp.			8,900		125,757
Condor Hospitality Trust, Inc.+			4,800		43,536
Griffin Industrial Realty, Inc.			7,000		247,450
					416,743
Utilities - 2.03%
Genie Energy, Ltd., Class B			140,800		1,499,520
TOTAL COMMON STOCKS - 100.28%					74,211,209
(Cost $80,619,609)
	Rate^	Shares		Value
MONEY MARKET FUND - 0.00%
Fidelity Investments Money Market Government Portfolio Class I	2.25%		779		779
TOTAL MONEY MARKET FUND - 0.00%					779
(Cost $779)

18 Annual Report  |  June 30, 2019  

Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of June 30, 2019

	Rate^			Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 7.68%
Fidelity Investments Money Market Government Portfolio Class I**		2.25	%		5,682,874		$5,682,874
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIESLENDING - 7.68%							5,682,874
(Cost $5,682,874)
TOTAL INVESTMENTS - 107.96%							$79,894,862
(Cost $86,303,262)
Liabilities in Excess of Other Assets - (7.96%)							(5,889,450	)
NET ASSETS - 100.00%							$74,005,412
*   Non-income producing security. **  This security represents the investment of the collateral received in connection with securities out on loan as of June 30, 2019. ^  Rate disclosed as of June 30, 2019. +   This security or a portion of the security is out on loan as of June 30, 2019. Total loaned securities had a value of $5,628,761 as of June 30, 2019. LLC - Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 06/30/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	74,211,209	$	—	$	—	$	74,211,209
Money Market Fund		—		779		—		779
Investments Purchased with Cash Proceeds from Securities Lending		—		5,682,874		—		5,682,874
TOTAL	$	74,211,209	$	5,683,653	$	—	$	79,894,862

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

See Notes to Financial Statements.

www.bridgeway.com 19

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

June 30, 2019

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended June 30, 2019, our Fund returned-2.66%, outperforming our primary market benchmark, the CRSPCap-Based Portfolio 10 Index(-4.00%), but underperforming our peer benchmark, the LipperMicro-Cap Stock Funds Index (+1.11%), the Russell 2000 Index (+2.10%) and the Russell Microcap Index (+0.92%). Results in the quarter were mixed.

For the fiscal year, our Fund returned-16.98%, underperforming the CRSPCap-Based Portfolio 10 Index(-14.49%) and the LipperMicro-Cap Stock Funds Index(-7.23%), as well as the Russell 2000 Index(-3.31%) and the Russell Microcap Index(-10.39%).

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

Standardized Returns as of June 30, 2019

							Annualized
	Quarter			1 Year			5 Years			10 Years			15 Years			Since Inception  (7/31/97)
Ultra-Small Company Market Fund		-2.66	%		-16.98	%		3.27	%		11.23	%		5.82	%		9.71	%
CRSPCap-Based Portfolio 10 Index		-4.00	%		-14.49	%		3.36	%		12.24	%		7.49	%		10.06	%
Russell 2000 Index		2.10	%		-3.31	%		7.06	%		13.45	%		8.15	%		7.67	%
Russell Microcap Index		0.92	%		-10.39	%		5.52	%		12.54	%		6.28	%		N/A
LipperMicro-Cap Stock Funds Index		1.11	%		-7.23	%		5.82	%		12.65	%		7.15	%		7.74	%

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 CRSPCap-Based Portfolio 10 Index is an unmanaged index of 699 of the smallest publicly traded U.S. stocks with dividends reinvested, as reported by the Center for Research in 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 1,000^th and 3,000^th largest in the market with dividends reinvested. The LipperMicro-Cap Stock Funds Index is an index ofmicro-cap funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

20 Annual Report  |  June 30, 2019  

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

Growth of a $10,000 Investment

from Inception July 31, 1997 to June 30, 2019

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

Detailed Explanation of Quarterly Performance

The Fund’s sidestepping strategies, which eliminate exposure to stocks with high probability of a steep price decline, major financial distress or bankruptcy, helped performance against the benchmark during the quarter. The Fund held about 18% of its assets, on average, in stocks outside of CRSP 10. The Fund benefited slightly from holdings that had appreciated into CRSP 9, which outperformed the benchmark.

From a sector perspective, the Fund’s stock selection effect was positive, with holdings in the Consumer Discretionary, Health Care, and Energy sectors contributing the most to relative performance.

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

					Annualized
CRSP Decile1	Quarter		1 Year		5 Years		10 Years		93.5 Years
1 (ultra-large)		4.21%		10.52%		11.17%		14.47%		9.44%
2		4.85%		11.33%		9.83%		15.44%		10.60%
3		4.51%		4.99%		9.61%		15.90%		11.06%
4		4.42%		7.21%		7.29%		14.83%		10.88%
5		2.17%		-0.17%		5.29%		13.91%		11.33%
6		0.77%		-4.65%		5.51%		13.98%		11.28%
7		2.82%		1.78%		8.72%		15.81%		11.57%
8		-0.36%		-8.65%		4.98%		13.33%		11.35%
9		-0.66%		-9.53%		6.08%		13.41%		11.40%
10 (ultra-small)		-4.00%		-14.49%		3.36%		12.24%		13.04%

¹  Performance figures are as of the period ended June 30, 2019. The CRSPCap-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.

www.bridgeway.com 21

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

Detailed Explanation of Fiscal Year Performance

The Fund held about 20% of its assets, on average, in stocks outside of CRSP 10 during the fiscal year. These larger stocks underperformed the benchmark and hurt the Fund’s relative returns. However, the Fund’s sidestepping strategies, which eliminate exposure to stocks with high probability of a steep price decline, major financial distress or bankruptcy, helped returns relative to the benchmark.

From a sector perspective, the Fund’s stock selection effect was negative. Holdings in the Information Technology sector detracted the most from relative results. Holdings in the Financials and Energy sectors also hurt relative performance.

Top Ten Holdings as of June 30, 2019

Rank	Description	Industry	% of Net Assets
1	Pacific Biosciences of California, Inc.	Health Care	0.7%
2	Chiasma, Inc.	Health Care	0.6%
3	Mutualfirst Financial, Inc.	Financials	0.6%
4	Utah Medical Products, Inc.	Health Care	0.5%
5	CEL-SCI Corp.	Health Care	0.5%
6	Stratus Properties, Inc.	Real Estate	0.5%
7	Willis Lease Finance Corp.	Industrials	0.5%
8	Alphatec Holdings, Inc.	Health Care	0.5%
9	Synchronoss Technologies, Inc.	Information Technology	0.5%
10	Zynerba Pharmaceuticals, Inc.	Health Care	0.5%
	Total		5.4%

Industry Sector Representation as of June 30, 2019

	% of Net Assets		% of CRSP 10 Index		Difference
Communication Services		4.5%		6.5%		-2.0%
Consumer Discretionary		11.3%		9.7%		1.6%
Consumer Staples		2.1%		2.5%		-0.4%
Energy		8.2%		8.1%		0.1%
Financials		23.7%		24.5%		-0.8%
Health Care		20.5%		21.5%		-1.0%
Industrials		10.8%		10.3%		0.5%
Information Technology		10.5%		9.9%		0.6%
Materials		3.6%		3.6%		0.0%
Real Estate		1.8%		1.9%		-0.1%
Utilities		1.6%		1.5%		0.1%
Cash & Other Assets		1.4%		0.0%		1.4%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

The Fund is subject to very high, above market risk (volatility) and is not an appropriate investment for short-term investors. Investments in ultra-small companies generally carry greater risk than is customarily associated with larger companies and

22 Annual Report  |  June 30, 2019  

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

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 23

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
COMMON STOCKS - 98.56%
Communication Services - 4.45%
A.H. Belo Corp., Class A		90,883	$	335,358
Alaska Communications Systems Group, Inc.*		279,500		477,945
Ballantyne Strong, Inc.*		92,020		297,225
Beasley Broadcast Group, Inc., Class A+		11,125		35,822
Chicken Soup For The Soul Entertainment, Inc.+		15,000		112,500
DHI Group, Inc.*		182,200		650,454
Emmis Communications Corp., Class A*		50,000		237,500
Entravision Communications Corp., Class A		165,000		514,800
EverQuote, Inc., Class A*		15,000		195,000
Fluent, Inc.*		100,000		538,000
Frontier Communications Corp.*+		445,000		778,750
Harte-Hanks, Inc.*		72,533		159,573
IDT Corp., Class B*		78,600		744,342
Lee Enterprises, Inc.*		232,700		521,248
Marchex, Inc., Class B*		192,400		904,280
McClatchy Co. (The), Class A*+		45,011		117,479
NII Holdings, Inc.*		228,500		386,165
Ooma, Inc.*		65,800		689,584
Saga Communications, Inc., Class A		13,016		406,620
Salem Media Group, Inc.		100,000		243,000
Spok Holdings, Inc.		60,000		902,400
Townsquare Media, Inc., Class A		78,500		422,330
Travelzoo*		45,000		694,800
Xcel Brands, Inc.*		91,000		131,950
Zedge, Inc., Class B*		16,855		27,811
				10,524,936
Consumer Discretionary - 11.33%
AMCON Distributing Co.		3,900		373,737
Ark Restaurants Corp.		17,900		366,055
Ascena Retail Group, Inc.*		150,000		91,500
Barnes & Noble Education, Inc.*		160,000		537,600
Bassett Furniture Industries, Inc.		37,044		564,921
Build-A-Bear Workshop, Inc.*		54,200		302,978
China XD Plastics Co., Ltd.*		56,000		117,600
Citi Trends, Inc.		40,800		596,496
Collectors Universe, Inc.		36,760		784,458
Container Store Group, Inc. (The)*+		78,300		573,156
CSS Industries, Inc.		37,000		180,560

Industry   Company	Shares		Value
Consumer Discretionary (continued)
Culp, Inc.		40,000	$	760,000
Del Frisco’s Restaurant Group, Inc.*+		70,000		557,200
Delta Apparel, Inc.*		32,988		764,662
Destination Maternity Corp.*		27,200		35,904
Destination XL Group, Inc.*+		202,222		355,911
Dixie Group, Inc. (The)*		93,200		54,056
Dover Motorsports, Inc.		123,396		256,664
Educational Development Corp.		41,400		289,386
Emerson Radio Corp.*		187,100		192,713
Escalade, Inc.		33,780		387,457
Famous Dave’s of America, Inc.*+		54,838		241,836
Flexsteel Industries, Inc.		27,000		460,620
Fred’s, Inc., Class A*+		115,000		56,534
Gaia, Inc.*+		48,400		366,872
GNC Holdings, Inc., Class A*+		200,000		300,000
Habit Restaurants, Inc. (The), Class A*		30,500		319,945
Hamilton Beach Brands Holding Co., Class A		32,000		609,600
Horizon Global Corp.*+		115,000		412,850
J Alexander’s Holdings, Inc.*		83,800		941,074
J. Jill, Inc.+		75,000		149,250
JAKKS Pacific, Inc.*		143,600		100,520
Kandi Technologies Group, Inc.*+		70,100		345,593
Lakeland Industries, Inc.*		31,557		353,438
Leaf Group, Ltd.*		80,000		592,800
Libbey, Inc.*+		125,000		232,500
Lifetime Brands, Inc.		66,500		629,090
Lincoln Educational Services Corp.*		229,405		529,926
Liquidity Services, Inc.*		82,000		499,380
Luby’s, Inc.*		145,500		157,140
New Home Co., Inc. (The)*+		68,400		263,340
P&F Industries, Inc., Class A		10,500		87,360
Peak Resorts, Inc.		71,000		337,250
Potbelly Corp.*		97,000		493,730
Red Lion Hotels Corp.*		74,900		532,539
Rocky Brands, Inc.		34,600		943,888
RTW RetailWinds, Inc.*		224,400		381,480
Shiloh Industries, Inc.*		74,500		362,815
SORL Auto Parts, Inc.*+		106,058		368,021
Sportsman’s Warehouse Holdings, Inc.*		164,015		619,977
Stage Stores, Inc.+		100,000		77,000
Stein Mart, Inc.*+		160,800		138,288
Strattec Security Corp.		16,700		402,470

24 Annual Report  |  June 30, 2019  

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Superior Group of Cos, Inc.		45,500	$	779,415
Superior Industries
International, Inc.		25,000		86,500
Sypris Solutions, Inc.*		84,404		65,413
Tandy Leather Factory, Inc.*		72,000		396,000
Town Sports International Holdings, Inc.*		90,000		195,300
Trans World Entertainment Corp.*		148,403		37,101
TravelCenters of America, LLC*		166,500		602,730
Tuesday Morning Corp.*		164,100		277,329
Turtle Beach Corp.*+		66,854		772,832
Unique Fabricating, Inc.+		50,000		135,500
Universal Technical Institute, Inc.*		102,100		350,203
UQM Technologies, Inc.*		94,000		155,100
US Auto Parts Network, Inc.*		169,438		211,798
Vince Holding Corp.*		39,600		552,420
Vitamin Shoppe, Inc.*+		159,500		628,430
VOXX International Corp.*		94,500		393,120
Weyco Group, Inc.		5,000		133,550
YogaWorks, Inc.*		14,130		8,478
ZAGG, Inc.*		79,900		556,104
				26,787,463
Consumer Staples - 2.05%
Alico, Inc.		16,200		491,508
Bridgford Foods Corp.*+		1,300		38,688
Castle Brands, Inc.*		213,987		99,269
Lifeway Foods, Inc.*		55,152		200,753
Mannatech, Inc.		13,600		231,064
Natural Alternatives International, Inc.*		40,310		470,015
Natural Grocers by Vitamin Cottage, Inc.*		69,400		697,470
Oil-Dri Corp. of America		25,700		874,828
Reed’s, Inc.*		103,700		391,986
Rocky Mountain Chocolate Factory, Inc.		30,000		252,000
Seneca Foods Corp., Class A*		26,500		737,495
United-Guardian, Inc.		19,000		357,200
				4,842,276
Energy - 8.17%
Adams Resources & Energy, Inc.		24,300		833,004
Aspen Aerogels, Inc.*		117,100		834,923
Barnwell Industries, Inc.*		54,320		61,382
CARBO Ceramics, Inc.*+		65,000		87,750

Industry   Company	Shares		Value
Energy (continued)
Chaparral Energy, Inc., Class A*+		89,700	$	422,487
Clean Energy Fuels Corp.*		180,000		480,600
Contango Oil & Gas Co.*+		208,730		363,190
Dawson Geophysical Co.*		49,745		124,362
Earthstone Energy, Inc., Class A*		64,302		393,528
Era Group, Inc.*		97,350		811,899
Evolution Petroleum Corp.		130,123		930,379
Geospace Technologies Corp.*		55,663		841,068
Goodrich Petroleum Corp.*		50,000		649,500
Gulf Island Fabrication, Inc.*		63,400		450,140
Hornbeck Offshore Services, Inc.*		215,000		268,750
Independence Contract Drilling, Inc.*		284,100		448,878
ION Geophysical Corp.*		127,816		1,028,919
Key Energy Services, Inc.*+		54,000		121,500
Lonestar Resources US, Inc., Class A*		141,400		323,806
Mexco Energy Corp.*+		12,000		47,400
Midstates Petroleum Co., Inc.*		125,000		736,250
Mitcham Industries, Inc.*		119,545		472,203
NACCO Industries, Inc., Class A		20,000		1,038,800
Natural Gas Services Group, Inc.*		34,376		567,204
NCS Multistage Holdings, Inc.*		199,200		707,160
New Concept Energy, Inc.*+		8,400		15,456
Nuverra Environmental Solutions, Inc.*+		2,689		11,052
Overseas Shipholding Group, Inc., Class A*		464,700		873,636
Panhandle Oil and Gas, Inc., Class A		35,594		464,146
PEDEVCO Corp.*+		40,000		83,200
Pioneer Energy Services Corp.*		395,000		99,896
Quintana Energy Services, Inc.*+		183,514		295,458
Ranger Energy Services, Inc.*+		40,600		326,830
REX American Resources Corp.*		6,249		455,552
RigNet, Inc.*		71,309		718,795
SEACOR Marine Holdings, Inc.*		45,440		679,782
SilverBow Resources, Inc.*		21,148		292,900
Smart Sand, Inc.*+		155,000		378,200

www.bridgeway.com 25

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Superior Drilling Products, Inc.*		166,100	$	167,761
Tengasco, Inc.*		25,000		20,875
Uranium Energy Corp.*		720,000		986,400
VAALCO Energy, Inc.*		237,100		395,957
				19,310,978
Financials - 23.73%
1347 Property Insurance Holdings, Inc.*		38,400		190,080
1st Constitution Bancorp		18,733		345,998
A-Mark Precious Metals, Inc.*+		60,200		785,610
American River Bankshares		56,000		686,560
AmeriServ Financial, Inc.		135,671		563,035
Ashford, Inc.*+		5,200		165,308
Asta Funding, Inc.*		68,400		481,536
Atlantic American Corp.		74,856		178,157
Atlanticus Holdings Corp.*		60,812		246,289
Auburn National Bancorporation, Inc.+		2,974		99,629
Bank of Commerce Holdings		60,341		645,045
Bank of Princeton (The)		13,910		417,300
Bank7 Corp.*		24,010		443,945
BankFinancial Corp.		47,000		657,530
Bankwell Financial Group, Inc.		26,937		773,092
Baycom Corp.*		35,000		766,500
BCB Bancorp, Inc.		60,712		840,861
C&F Financial Corp.		14,200		775,462
Capitala Finance Corp.		62,880		594,216
CB Financial Services, Inc.+		13,700		325,375
Chemung Financial Corp.		14,998		725,003
Citizens Community Bancorp, Inc.		35,600		385,904
Citizens First Corp.		2,633		67,615
Citizens Holding Co.		20,670		426,422
CM Finance, Inc.		46,800		356,148
Codorus Valley Bancorp, Inc.		29,464		677,672
Cohen & Co., Inc.+		3,000		13,800
Colony Bankcorp, Inc.+		36,568		619,828
Community West Bancshares		38,357		370,145
Conifer Holdings, Inc.*+		19,000		75,810
Consumer Portfolio Services, Inc.*		138,100		524,780
Eagle Bancorp Montana, Inc.		22,021		365,549
Elevate Credit, Inc.*		143,600		591,632

Industry   Company	Shares		Value
Financials (continued)
Entegra Financial Corp.*		200	$	6,024
ESSA Bancorp, Inc.		59,000		899,750
Evans Bancorp, Inc.		24,701		931,969
FedNat Holding Co.		20,412		291,279
Fidelity D&D Bancorp, Inc.		1,000		67,200
First Bancorp, Inc.+		17,753		476,668
First Bank		62,863		738,012
First Business Financial Services, Inc.		22,308		524,238
First Financial Northwest, Inc.		47,000		665,050
First Guaranty Bancshares, Inc.		5,614		117,052
First Internet Bancorp		33,000		710,820
First Northwest Bancorp		42,500		690,625
First United Corp.+		24,192		476,824
GAIN Capital Holdings, Inc.+		86,800		358,484
GAMCO Investors, Inc., Class A		10,000		191,700
Guaranty Federal Bancshares, Inc.+		20,856		484,902
Hallmark Financial Services, Inc.*		45,700		650,311
Hawthorn Bancshares, Inc.+		28,121		753,643
HMN Financial, Inc.*		25,000		525,000
HopFed Bancorp, Inc.		32,988		625,782
Horizon Technology Finance Corp.		53,600		632,480
Impac Mortgage Holdings, Inc.*		16,600		51,460
Investar Holding Corp.		21,000		500,850
JMP GROUP, LLC+		51,851		203,256
Lake Shore Bancorp, Inc.		22,150		331,142
Landmark Bancorp, Inc.		15,175		363,441
Level One Bancorp, Inc.		25,000		624,750
Malvern Bancorp, Inc.*		23,300		512,833
Manning & Napier, Inc.		50,000		87,500
Marlin Business Services Corp.		43,300		1,079,469
Medallion Financial Corp.*+		78,744		530,735
Medley Management, Inc., Class A+		10,000		24,600
Meridian Corp.*		24,000		405,600
Mid Penn Bancorp, Inc.		18,348		457,783
MidSouth Bancorp, Inc.+		36,750		435,488
Monroe Capital Corp.+		61,403		708,591
MSB Financial Corp./MD		25,000		382,750
MutualFirst Financial, Inc.		38,911		1,324,530
Northeast Bank		35,300		973,574
Northrim BanCorp, Inc.		26,750		953,905

26 Annual Report  |  June 30, 2019  

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Norwood Financial Corp.		18,112	$	630,479
Oaktree Strategic, Income Corp.		30,103		255,574
Ocwen Financial Corp.*		225,000		465,750
Ohio Valley Banc Corp.		19,500		752,115
OP Bancorp		41,851		453,665
Pacific Mercantile Bancorp*		83,319		687,382
Patriot National Bancorp, Inc.		16,500		246,345
PCB Bancorp		9,900		168,696
PDL Community Bancorp*		23,000		328,670
Penns Woods Bancorp, Inc.+		16,400		742,100
Peoples Bancorp of North Carolina, Inc.		24,830		746,142
Portman Ridge Finance Corp.		201,300		452,925
Premier Financial Bancorp, Inc.		60,275		904,125
Provident Financial Holdings, Inc.		38,617		810,571
Prudential Bancorp, Inc.		7,034		133,083
Pzena Investment Management, Inc., Class A		52,800		453,552
Regional Management Corp.*		20,000		527,400
Riverview Bancorp, Inc.		91,226		779,070
Safeguard Scientifics, Inc.*		35,000		422,450
SB One Bancorp		35,000		782,250
Security National Financial Corp., Class A*		58,480		293,570
Select Bancorp, Inc.*		54,676		625,493
Shore Bancshares, Inc.		38,700		632,358
Silvercrest Asset Management Group, Inc., Class A		50,002		701,528
Southern First Bancshares, Inc.*		21,215		830,779
Southern Missouri Bancorp, Inc.		12,000		417,960
Spirit of Texas Bancshares, Inc.*		30,989		697,252
Summit State Bank		17,200		189,200
Territorial Bancorp, Inc.		27,000		834,300
Timberland Bancorp, Inc.		24,222		723,753
Two River Bancorp		31,968		459,060
Union Bankshares, Inc./Morrisville VT		7,419		274,577
United Bancshares, Inc.+		15,200		306,584
United Security Bancshares		55,400		631,006
Unity Bancorp, Inc.		46,500		1,055,550

Industry   Company	Shares		Value
Financials (continued)
Western New England Bancorp, Inc.		78,362	$	731,901
				56,099,121
Health Care - 20.55%
AcelRx Pharmaceuticals, Inc.*+		308,150		779,619
Aclaris Therapeutics, Inc.*		80,000		175,200
Adamas Pharmaceuticals, Inc.*+		101,500		629,300
Aduro Biotech, Inc.*		300,000		462,000
Aeglea BioTherapeutics, Inc.*		75,000		513,750
AgeX Therapeutics, Inc.*		23,499		86,241
Alimera Sciences, Inc.*+		460,000		409,400
Allena Pharmaceuticals, Inc.*+		48,000		195,360
Alphatec Holdings, Inc.*+		249,000		1,130,460
Alpine Immune Sciences, Inc.*		200		842
Apollo Endosurgery, Inc.*		80,000		260,000
Applied Genetic Technologies Corp.*		36,400		137,956
Aptevo Therapeutics, Inc.*		83,802		74,290
Apyx Medical Corp.*		109,970		738,998
Aquestive Therapeutics, Inc.*+		60,000		252,000
Aquinox Pharmaceuticals, Inc.*		80,000		188,800
Aratana Therapeutics, Inc.*		46,983		242,432
Ardelyx, Inc.*		226,100		608,209
Bellicum Pharmaceuticals, Inc.*+		71,700		121,890
BioScrip, Inc.*		368,700		958,620
BioTime, Inc.*		507,661		558,427
Calithera Biosciences, Inc.*		132,600		517,140
Capital Senior Living Corp.*		33,336		167,680
Castlight Health, Inc., Class B*		57,400		185,402
Catabasis Pharmaceuticals, Inc.*+		20,900		168,663
Cellular Biomedicine Group, Inc.*		30,800		509,124
CEL-SCI Corp.*+		152,000		1,273,760
Chiasma, Inc.*		187,600		1,401,372
Chimerix, Inc.*		150,000		648,000
Cidara Therapeutics, Inc.*		69,982		117,570
Clearside Biomedical, Inc.*+		90,000		87,462
Conatus Pharmaceuticals, Inc.*+		60,000		15,606
Conformis, Inc.*		250,000		1,090,000

www.bridgeway.com 27

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Constellation Pharmaceuticals, Inc.*+		27,500	$	337,700
Corindus Vascular Robotics, Inc.*+		38,000		113,240
CorMedix, Inc.*+		66,000		592,020
Corvus Pharmaceuticals, Inc.*		100		374
Cross Country Healthcare, Inc.*		100,000		938,000
Cumberland Pharmaceuticals, Inc.*		135,100		860,587
Curis, Inc.*		100,000		186,000
CynergisTek, Inc.*		55,000		266,200
Dova Pharmaceuticals, Inc.*+		70,156		989,200
Eiger BioPharmaceuticals, Inc.*		71,000		752,600
ElectroCore, Inc.*+		36,200		72,400
Electromed, Inc.*		45,000		245,250
Endologix, Inc.*		10,000		72,400
Enzo Biochem, Inc.*		170,000		572,900
EyePoint Pharmaceuticals, Inc.*		330,000		541,200
Fulgent Genetics, Inc.*+		78,100		521,708
Gemphire Therapeutics, Inc.*+		25,000		20,250
Genesis Healthcare, Inc.*		405,400		502,696
Geron Corp.*+		250,000		352,500
Harvard Bioscience, Inc.*		166,717		333,434
Infinity Pharmaceuticals, Inc.*		240,000		432,000
InfuSystem Holdings, Inc.*		59,900		257,570
IntriCon Corp.*		21,500		502,240
IRIDEX Corp.*		50,400		229,320
Jounce Therapeutics, Inc.*		95,000		470,250
Kala Pharmaceuticals, Inc.*+		134,400		857,472
KemPharm, Inc.*+		130,200		227,850
Kewaunee Scientific Corp.		11,600		222,024
Kodiak Sciences, Inc.*		12,500		146,250
Lannett Co., Inc.*+		85,000		515,100
Leap Therapeutics, Inc.*+		36,300		64,977
Magenta Therapeutics, Inc.*+		55,287		815,483
Marinus Pharmaceuticals, Inc.*+		181,500		753,225
Matinas BioPharma Holdings, Inc.*		340,000		291,244
Menlo Therapeutics, Inc.*		112,300		672,677
Mereo BioPharma Group PLC, ADR*+		15,961		38,306
Merrimack Pharmaceuticals, Inc.*		55,000		332,750
Mersana Therapeutics, Inc.*		49,800		201,690

Industry   Company	Shares		Value
Health Care (continued)
Micron Solutions, Inc.*+		20,000	$	49,000
Millendo Therapeutics, Inc.*		6,666		77,059
Minerva Neurosciences, Inc.*		50,000		281,500
Misonix, Inc.*		14,700		373,674
Myomo, Inc.*		50,000		35,000
Neon Therapeutics, Inc.*+		132,400		627,576
Neos Therapeutics, Inc.*+		125,000		161,250
Novan, Inc.*+		60,000		162,000
Nuvectra Corp.*		35,100		117,585
Oncocyte Corp.*		115,000		286,350
Organovo Holdings, Inc.*		348,600		182,318
Otonomy, Inc.*		88,000		242,000
Owens & Minor, Inc.		100,000		320,000
Pacific Biosciences of California, Inc.*		275,200		1,664,960
Palatin Technologies, Inc.*		696,000		807,360
Paratek Pharmaceuticals, Inc.*+		95,000		379,050
Pfenex, Inc.*		94,500		636,930
Protagonist Therapeutics, Inc.*		88,344		1,069,846
Protalix BioTherapeutics, Inc.*		171,672		80,514
Quorum Health Corp.*		51,400		71,446
resTORbio, Inc.*+		95,000		969,000
Rexahn Pharmaceuticals, Inc.*+		8,275		42,699
Rockwell Medical, Inc.*+		25,600		77,056
Savara, Inc.*		40,000		94,800
scPharmaceuticals, Inc.*+		50,000		159,500
SCYNEXIS, Inc.*		150,000		196,500
SeaSpine Holdings Corp.*		58,613		776,622
Selecta Biosciences, Inc.*		68,100		121,899
Seres Therapeutics, Inc.*+		145,500		468,510
Sesen Bio, Inc.*+		200,000		300,000
Sierra Oncology, Inc.*		363,700		203,672
Spero Therapeutics, Inc.*		46,379		533,822
Surface Oncology, Inc.*		4,200		11,844
Sutro Biopharma, Inc.*		48,800		555,344
Syndax Pharmaceuticals, Inc.*		35,000		325,850
Synlogic, Inc.*		93,000		846,300
Syros Pharmaceuticals, Inc.*+		10,000		92,600
T2 Biosystems, Inc.*+		125,000		210,000
Tocagen, Inc.*		85,034		568,027
Tracon Pharmaceuticals, Inc.*		60,000		40,800
Trevena, Inc.*		150,000		154,500
Utah Medical Products, Inc.		13,800		1,320,660
Verastem, Inc.*+		229,000		345,790

28 Annual Report  |  June 30, 2019  

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
VIVUS, Inc.*+		64,600		$    246,772
VolitionRX, Ltd.*+		195,000		612,300
vTv Therapeutics, Inc., Class A*+		68,800		98,384
XOMA Corp.*+		21,700		322,462
Xtant Medical Holdings, Inc.*+		50,000		150,000
Zynerba Pharmaceuticals, Inc.*+		80,500		1,090,775
				48,568,566
Industrials - 10.85%
Acacia Research Corp.*		211,800		626,928
Acme United Corp.		6,335		143,044
AeroCentury Corp.*+		10,900		79,270
Alpha Pro Tech, Ltd.*+		151,200		515,592
American Superconductor Corp.*+		45,100		418,528
AMREP Corp.*		30,100		206,486
ARC Document Solutions, Inc.*		164,000		334,560
Arotech Corp.*		121,367		241,520
Avalon Holdings Corp., Class A*		12,675		31,562
BG Staffing, Inc.		37,500		708,000
BlueLinx Holdings, Inc.*+		35,600		705,236
CECO Environmental Corp.*		69,710		668,519
Charah Solutions, Inc.*		61,900		340,450
Chicago Rivet & Machine Co.		10,000		284,900
Commercial Vehicle Group, Inc.*		100,100		802,802
CompX International, Inc.		3,200		54,080
CPI Aerostructures, Inc.*		39,700		333,877
CRA International, Inc.		13,500		517,455
Eastern Co. (The)		21,200		594,024
Ecology and Environment, Inc., Class A		13,000		141,700
Espey Manufacturing & Electronics Corp.+		10,700		264,825
ExOne Co. (The)*+		48,300		450,156
Fuel Tech, Inc.*		49,228		68,919
Gencor Industries, Inc.*		44,450		577,850
Goldfield Corp. (The)*		108,080		248,584
GP Strategies Corp.*		40,000		603,200
Graham Corp.		35,900		725,539
Highpower International, Inc.*+		50,000		212,000
Hill International, Inc.*		249,751		674,328
Houston Wire & Cable Co.*		57,100		299,204
Hudson Global, Inc.*		10,942		136,228

Industry   Company	Shares		Value
Industrials (continued)
Hurco Cos., Inc.		23,734		$    843,981
InnerWorkings, Inc.*		123,808		472,947
Innovative Solutions & Support, Inc.*		80,400		410,040
LB Foster Co., Class A*		32,600		891,284
LiqTech International, Inc.*+		6,249		61,928
LSI Industries, Inc.		88,000		321,200
Mastech Digital, Inc.*		18,500		87,875
Miller Industries, Inc.		13,800		424,350
NL Industries, Inc.*		48,100		175,565
Northwest Pipe Co.*		21,200		546,536
PAM Transportation Services, Inc.*		13,108		812,696
Patriot Transportation Holding, Inc.*		30,871		523,881
Performant Financial Corp.*		305,000		320,250
Perma-Pipe International Holdings, Inc.*		66,100		601,510
PICO Holdings, Inc.*		85,000		987,700
Radiant Logistics, Inc.*		112,300		689,522
RCM Technologies, Inc.*		180,710		722,840
Servotronics, Inc.		15,653		150,269
SIFCO Industries, Inc.*		16,024		46,309
Transcat, Inc.*		24,800		634,632
Twin Disc, Inc.*		49,600		748,960
Ultralife Corp.*		52,400		416,580
USA Truck, Inc.*		14,600		147,606
Virco Manufacturing Corp.		16,800		78,456
Volt Information Sciences, Inc.*		150,000		673,500
Willis Lease Finance Corp.*		20,420		1,190,894
YRC Worldwide, Inc.*		165,000		664,950
				25,655,627
Information Technology - 10.47%
Aerohive Networks, Inc.*		110,000		487,300
Alithya Group, Inc., Class A*		51,650		135,323
ALJ Regional Holdings, Inc.*		78,000		120,900
Amtech Systems, Inc.*		46,500		255,750
AstroNova, Inc.		32,800		847,552
Aviat Networks, Inc.*		22,086		302,578
Aware, Inc.*		79,579		264,202
AXT, Inc.*		208,006		823,704
Bel Fuse, Inc., Class B		25,000		429,250
BK Technologies Corp.		163,744		704,099
Blonder Tongue Laboratories, Inc.*		20,000		19,400
BSQUARE Corp.*		59,500		69,020
CBAK Energy Technology, Inc.*		55,000		51,425
Clearfield, Inc.*		41,600		551,200

www.bridgeway.com 29

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Information Technology (continued)
Communications Systems, Inc.		25,000		$    75,250
Computer Task Group, Inc.*		69,800		279,898
CSP, Inc.		38,700		590,175
CyberOptics Corp.*		17,550		284,836
EMCORE Corp.*		49,702		163,520
Everspin Technologies, Inc.*+		41,400		269,928
Frequency Electronics, Inc.*		16,000		182,240
GlobalSCAPE, Inc.		91,180		931,860
GSE Systems, Inc.*		140,125		327,892
GSI Technology, Inc.*		111,417		954,844
ID Systems, Inc.*		33,000		194,040
IEC Electronics Corp.*		43,450		272,866
Information Services Group, Inc.*		171,000		540,360
Innodata, Inc.*		165,955		149,359
Inseego Corp.*+		21,900		104,901
Intellicheck, Inc.*+		49,700		287,763
Intelligent Systems Corp.*+		35,362		1,018,072
inTEST Corp.*		55,600		267,436
Intevac, Inc.*		65,000		314,600
Issuer Direct Corp.+		25,000		280,000
Key Tronic Corp.*		57,100		284,358
KVH Industries, Inc.*		75,510		820,794
MagnaChip Semiconductor Corp.*+		50,000		517,500
Majesco*		6,000		55,860
Marin Software, Inc.*		44,614		109,750
MicroVision, Inc.*		100,000		80,520
Net 1 UEPS Technologies, Inc.*		152,000		608,000
Network-1 Technologies, Inc.		115,000		287,500
Optical Cable Corp.*		20,100		82,812
PCM, Inc.*		22,700		795,408
PC-Tel, Inc.		78,100		345,983
Perceptron, Inc.*		41,500		184,675
Pixelworks, Inc.*		213,900		631,005
PRGX Global, Inc.*		79,216		532,332
QAD, Inc., Class B		6,250		184,375
QuickLogic Corp.*		130,000		74,815
RealNetworks, Inc.*		152,200		289,180
RF Industries, Ltd.		14,100		119,004
Richardson Electronics, Ltd.		99,011		554,462
Seachange International, Inc.*		43,700		62,491
SMTC Corp.*+		102,434		395,395
StarTek, Inc.*+		113,800		929,746
Steel Connect, Inc.*		249,500		454,090

Industry   Company	Shares		Value
Information Technology (continued)
Synacor, Inc.*		242,400		$    378,144
Synchronoss Technologies, Inc.*		140,900		1,114,519
Telaria, Inc.*		111,900		841,488
TESSCO Technologies, Inc.		42,800		764,408
TransAct Technologies, Inc.		30,000		337,800
Trio-Tech International*+		26,800		77,184
Wayside Technology Group, Inc.		10,298		116,264
Wireless Telecom Group, Inc.*		113,100		178,698
				24,760,103
Materials - 3.62%
Advanced Emissions Solutions, Inc.+		77,075		974,228
AgroFresh Solutions, Inc.*		157,200		237,372
Ampco-Pittsburgh Corp.*		50,000		201,500
Amyris, Inc.*+		165,000		587,400
Core Molding Technologies, Inc.*		45,100		336,897
Flexible Solutions International, Inc.+		45,707		206,138
Flotek Industries, Inc.*+		150,000		496,500
Friedman Industries, Inc.		57,000		396,720
Gold Resource Corp.		203,100		686,478
Gulf Resources, Inc.*		362,900		355,642
Intrepid Potash, Inc.*		105,000		352,800
LSB Industries, Inc.*		107,500		419,250
Northern Technologies International Corp.		13,950		341,078
Olympic Steel, Inc.		48,300		659,295
Paramount Gold Nevada Corp.*		40,000		31,220
Ramaco Resources, Inc.*+		150,800		802,256
Synalloy Corp.		43,500		679,470
Trecora Resources*		30,000		287,100
Universal Stainless & Alloy Products, Inc.*+		30,858		493,728
				8,545,072
Real Estate - 1.77%
American Realty Investors, Inc.*		11,113		151,581
Consolidated-Tomoka Land Co.		15,449		922,305
Griffin Industrial Realty, Inc.		17,905		632,942
Maui Land & Pineapple Co., Inc.*		80,700		830,403
Stratus Properties, Inc.*		37,150		1,204,774

30 Annual Report  |  June 30, 2019  

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company			Shares		Value
Common Stocks (continued)
Real Estate (continued)
Transcontinental Realty Investors, Inc.*+				3,097		$       79,376
Trinity Place Holdings, Inc.*				91,100		359,845
						4,181,226
Utilities - 1.57%
Cadiz, Inc.*+				71,700		806,625
Genie Energy, Ltd., Class B				98,667		1,050,804
Global Water Resources, Inc.				86,400		902,016
RGC Resources, Inc.				15,259		465,705
Spark Energy, Inc., Class A+				43,000		481,170
						3,706,320
TOTAL COMMON STOCKS - 98.56%						232,981,688
(Cost $208,743,902)
EXCHANGE TRADED FUND - 0.26%
iSharesMicro-Cap ETF+				6,525		608,065
TOTAL EXCHANGE TRADED FUND -0.26%						608,065
(Cost $163,006)
RIGHTS - 0.00%
OncoMed Pharmaceuticals, Inc., CVR*D				125,000		—
OncoMed Pharmaceuticals, Inc., CVR*D				75,000		—
TOTAL RIGHTS - 0.00%						—
(Cost $35,063)
WARRANTS - 0.00%
SAExploration Series A, expire 07/27/21*D				848		—
SAExploration Series B, expire 07/27/21*D				848		—
TOTAL WARRANTS - 0.00%						—
(Cost $ — )
	Rate^		Shares		Value
MONEY MARKET FUND - 0.00%
Fidelity Investments Money Market Government Portfolio Class I		2.25%		288		288
TOTAL MONEY MARKET FUND - 0.00%						288
(Cost $288)

	Rate^	Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIESLENDING - 10.38%
Fidelity Investments Money Market Government Portfolio Class I**	2.25%		24,535,439		$24,535,439
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING -10.38%					24,535,439
(Cost $24,535,439)
TOTAL INVESTMENTS - 109.20%					$258,125,480
(Cost $233,477,698)
Liabilities in Excess of Other Assets - (9.20%)					(21,754,261)
NET ASSETS - 100.00%					$236,371,219

* Non-income producing security.

** This security represents the investment of the collateral received in connection with securities out on loan as of June 30, 2019.

^ Rate disclosed as of June 30, 2019.

D Security was fair valued using significant unobservable inputs (see Note 2). As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan at June 30, 2019. Total loaned securities had a value of $24,435,122, which included loaned securities with value of $854,698 that have been sold and are pending settlement as of June 30, 2019. The total market value of loaned securities excluding these pending sales is $23,580,424.

ADR - American Depositary Receipt

CVR - Contingent Value Rights

LLC - Limited Liability Company

PLC - Public Limited Company

www.bridgeway.com 31

Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Summary of inputs used to value the Fund’s investments as of 06/30/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	232,981,688	$	—	$	—	$	232,981,688
Exchange Traded Fund		608,065		—		—		608,065
Rights		—		—		0		0
Warrants		—		—		0		0
Money Market Fund		—		288		—		288
Investments Purchased with Cash Proceeds from Securities Lending		—		24,535,439		—		24,535,439
TOTAL	$	233,589,753	$	24,535,727	$	0	$	258,125,480

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

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

	Investment in Securities (Value)
	Rights			Warrants		Total
Balance as of 06/30/2018	$	—		$	0	$	0
Purchases/Issuances		35,063			—		35,063
Sales/Expirations		—			—		—
Realized Gain/(Loss)		—			—		—
Change in Unrealized Appreciation/(Depreciation)		(35,063	)		—		(35,063	)
Transfers in		—			—		—
Transfers out		—			—		—
Balance as of 06/30/2019	$	0		$	0	$	0
Net Change in Unrealized Appreciation (Depreciation) from Investments Held as of 06/30/2019	$	(35,063	)	$	—	$	(35,063	)

See Notes to Financial Statements.

  32 Annual Report  |  June 30, 2019  

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

June 30, 2019

Dear FellowSmall-Cap Growth Fund Shareholder,

For the quarter ended June 30, 2019, our Fund returned +0.92%, underperforming our primary market benchmark, the Russell 2000 Growth Index (+2.75%), and our peer benchmark, the LipperSmall-Cap Growth Funds Index (+5.18%). It was a poor quarter on a relative basis.

For the fiscal year, our Fund returned-10.81%, lagging both the Russell 2000 Growth Index(-0.49%) and the LipperSmall-Cap Growth Funds Index (+6.95%).

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

Standardized Returns as of June 30, 2019

							Annualized
	Quarter			1 Year			5 Years			10 Years			15 Years			Since Inception  (10/31/03)
Small-Cap Growth Fund		0.92	%		-10.81	%		7.81	%		12.50	%		6.40	%		6.66	%
Russell 2000 Growth Index		2.75	%		-0.49	%		8.63	%		14.41	%		8.90	%		9.15	%
LipperSmall-Cap Growth Funds Index		5.18	%		6.95	%		10.33	%		14.69	%		8.71	%		8.75	%

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

The Russell 2000 Growth Index is an unmanaged index that consists of stocks in the Russell 2000 Index with higherprice-to-book ratios and higher forecasted growth values with dividends reinvested. The LipperSmall-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.

www.bridgeway.com 33

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

Growth of a $10,000 Investment

from Inception October 31, 2003 to June 30, 2019

Detailed Explanation of Quarterly Performance

The Fund’s diversifying value metrics models significantly underperformed the benchmark and detracted from relative results during the quarter, while its core company financial health models slightly lagged the benchmark. However, the Fund’s diversifying price momentum models outperformed the benchmark, helping offset some of this negative impact. The Fund’s tilt toward smaller companies in thesmall-cap growth universe also detracted from relative performance. The impact of the Fund’s greater-than-benchmark core exposure (as measured by multiple value metrics) was mixed during the quarter.

From a sector perspective, the Fund’s allocation effect was negative. Overweightings in the Energy and Communication Services sectors particularly hurt relative results. The Fund’s stock selection effect was significantly negative. Holdings in the Information Technology, Health Care, and Industrials sectors detracted the most from relative performance.

Detailed Explanation of Fiscal Year Performance

The Fund’s diversifying value metrics models and primary company financial health models significantly lagged the benchmark during the12-month period and detracted from relative results. However, the Fund’s diversifying price momentum models improved relative performance and partially offset some of these losses. The Fund’s tilts toward smaller companies in thesmall-cap growth universe and to core stocks across multiple value metrics also detracted from relative performance.

From a sector perspective, the Fund’s allocation effect was negative. Overweightings in the Energy and Industrials sectors and an underweighting in the Real Estate sector detracted the most from relative results. The Fund’s stock selection effect was significantly negative, with holdings in the Information Technology, Health Care, Financials, and Industrials sectors weighing heavily on relative returns.

34 Annual Report  |  June 30, 2019  

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

Top Ten Holdings as of June 30, 2019

Rank	Description	Industry	% of Net Assets
1	TTEC Holdings, Inc.	Information Technology	1.9%
2	Avid Technology, Inc.	Information Technology	1.9%
3	Innoviva, Inc.	Health Care	1.8%
4	Haemonetics Corp.	Health Care	1.7%
5	Kronos Worldwide, Inc.	Materials	1.7%
6	Boot Barn Holdings, Inc.	Consumer Discretionary	1.7%
7	ProPetro Holding Corp.	Energy	1.7%
8	Emergent BioSolutions, Inc.	Health Care	1.6%
9	Insperity, Inc.	Industrials	1.6%
10	AMN Healthcare Services, Inc.	Health Care	1.6%
	Total		17.2%

Industry Sector Representation as of June 30, 2019

	% of Net Assets		% of Russell 2000 Growth Index		Difference
Communication Services		4.5%		3.1%		1.4%
Consumer Discretionary		14.3%		14.6%		-0.3%
Consumer Staples		3.8%		2.9%		0.9%
Energy		5.2%		1.7%		3.5%
Financials		9.7%		7.1%		2.6%
Health Care		23.0%		26.5%		-3.5%
Industrials		17.9%		18.5%		-0.6%
Information Technology		15.2%		18.5%		-3.3%
Materials		5.8%		3.4%		2.4%
Real Estate		0.9%		3.2%		-2.3%
Utilities		0.0%		0.5%		-0.5%
Liabilities in Excess of Other Assets		-0.3%		0.0%		-0.3%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

www.bridgeway.com 35

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

Conclusion

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

Sincerely,

The Investment Management Team

36 Annual Report  |  June 30, 2019  

Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry    Company	Shares	Value
COMMON STOCKS - 100.31%
Communication Services - 4.46%
Entravision Communications Corp., Class A	154,700	$    482,664
Liberty Media Corp.-Liberty Braves, Class C*	5,300	148,241
Nexstar Media Group, Inc., Class A	5,700	575,700
TechTarget, Inc.*	31,600	671,500
		1,878,105
Consumer Discretionary - 14.32%
America’sCar-Mart, Inc.*	5,400	464,832
Asbury Automotive Group, Inc.*	7,800	657,852
Bloomin’ Brands, Inc.	27,200	514,352
Boot Barn Holdings, Inc.*	20,100	716,364
Cheesecake Factory, Inc. (The)	7,400	323,528
Children’s Place, Inc. (The)+	4,900	467,362
Crocs, Inc.*	25,300	499,675
Dave & Buster’s Entertainment, Inc.	11,900	481,593
LCI Industries	2,900	261,000
LGI Homes, Inc.*	8,600	614,298
M/I Homes, Inc.*	4,000	114,160
Penn National Gaming, Inc.*	2,478	47,726
RH*	5,400	624,240
Stamps.com, Inc.*	2,900	131,283
Tailored Brands, Inc.+	18,900	109,053
		6,027,318
Consumer Staples - 3.83%
Chefs’ Warehouse, Inc. (The)*	13,000	455,910
Coca-Cola Consolidated, Inc.	2,000	598,500
Medifast, Inc.	3,500	449,050
Performance Food Group Co.*	2,700	108,081
		1,611,541
Energy - 5.17%
Carrizo Oil & Gas, Inc.*	17,200	172,344
CONSOL Energy, Inc.*	10,200	271,422
DMC Global, Inc.	6,600	418,110
Par Pacific Holdings, Inc.*	15,300	313,956
ProPetro Holding Corp.*	34,000	703,800
Rosehill Resources, Inc.*	79,600	294,520
		2,174,152
Financials - 9.68%
Diamond Hill Investment Group, Inc.	1,000	141,720

Industry    Company	Shares	Value
Financials (continued)
Enova International, Inc.*	27,800	$    640,790
FedNat Holding Co.	9,900	141,273
FirstCash, Inc.	6,600	660,132
Green Dot Corp., Class A*	2,600	127,140
Moelis & Co., Class A	7,100	248,145
Primerica, Inc.	2,100	251,895
Seacoast Banking Corp of Florida*	23,500	597,840
Universal Insurance Holdings, Inc.	22,300	622,170
Walker & Dunlop, Inc.	12,100	643,841
		4,074,946
Health Care - 23.03%
AMN Healthcare Services, Inc.*	12,500	678,125
AtriCure, Inc.*	11,400	340,176
Axogen, Inc.*	3,800	75,240
BioSpecifics Technologies Corp.*	9,500	567,245
BioTelemetry, Inc.*	9,900	476,685
Cutera, Inc.*	6,600	137,148
Emergent BioSolutions, Inc.*	14,500	700,495
Ensign Group, Inc. (The)	11,400	648,888
Genesis Healthcare, Inc.*	479,600	594,704
Haemonetics Corp.*	6,100	734,074
Innoviva, Inc.*	50,600	736,736
IntriCon Corp.*	4,800	112,128
Jounce Therapeutics, Inc.*	121,300	600,435
Ligand Pharmaceuticals, Inc.*	5,300	604,995
Providence Service Corp. (The)*	9,900	567,666
RTI Surgical Holdings, Inc.*	34,500	146,625
Sientra, Inc.*	29,500	181,720
Simulations Plus, Inc.	4,800	137,088
Tactile Systems Technology, Inc.*	8,100	461,052
Vericel Corp.*	30,000	566,700
Vocera Communications, Inc.*	19,600	625,632
		9,693,557
Industrials - 17.88%
Allegiant Travel Co.	2,100	301,350
ArcBest Corp.	11,000	309,210
Atkore International Group, Inc.*	6,100	157,807
Avis Budget Group, Inc.*	18,100	636,396
Brink’s Co. (The)	3,200	259,776
Comfort Systems USA, Inc.	11,500	586,385
Covanta Holding Corp.	7,500	134,325

www.bridgeway.com 37

Small-Cap Growth Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares	Value
Common Stocks (continued)
Industrials (continued)
Forward Air Corp.	4,200	$  248,430
General Finance Corp.*	12,200	102,114
Harsco Corp.*	23,500	644,840
Herc Holdings, Inc.*	3,200	146,656
Insperity, Inc.	5,600	683,984
Kadant, Inc.	6,600	599,346
Lindsay Corp.	2,200	180,862
MasTec, Inc.*	3,700	190,661
Meritor, Inc.*	18,600	451,050
Miller Industries, Inc.	9,600	295,200
PAM Transportation Services, Inc.*	6,800	421,600
Patrick Industries, Inc.*	5,000	245,950
Systemax, Inc.	9,900	219,384
Tennant Co.	7,400	452,880
Willis Lease Finance Corp.*	4,400	256,608
		7,524,814
Information Technology - 15.25%
ACI Worldwide, Inc.*	18,100	621,554
Alarm.com Holdings, Inc.*	8,200	438,700
Avid Technology, Inc.*	85,700	781,584
Bottomline Technologies, Inc.*	13,400	592,816
Calix, Inc.*	17,100	112,176
Cirrus Logic, Inc.*	10,000	437,000
Extreme Networks, Inc.*	55,600	359,732
InterDigital, Inc.	9,700	624,680
Limelight Networks, Inc.*	204,800	552,960
QAD, Inc., Class A	12,400	498,604
TTEC Holdings, Inc.	17,200	801,348
Unisys Corp.*	61,400	596,808
		6,417,962
Materials - 5.77%
Forterra, Inc.*+	123,500	613,795
Kronos Worldwide, Inc.	47,000	720,040
Ryerson Holding Corp.*	67,800	564,774
Verso Corp., Class A*	27,700	527,685
		2,426,294
Real Estate - 0.92%
HFF, Inc., Class A	8,500	386,580
TOTAL COMMON STOCKS - 100.31%		42,215,269
(Cost $39,873,431)

	Rate^	Shares	Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.92%
Fidelity Investments Money Market Government Portfolio Class I**	2.25%	1,228,325		$1,228,325
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.92%				1,228,325
(Cost $ 1,228,325)
TOTAL INVESTMENTS - 103.23%				$43,443,594
(Cost $ 41,101,756)
Liabilities in Excess of Other Assets - (3.23%)				(1,358,348	)
NET ASSETS - 100.00%				$42,085,246

* Non-income producing security.

** This security represents the investment of the collateral received in connection with securities out on loan as of June 30, 2019.

^ Rate disclosed as of June 30, 2019.

+ This security or a portion of the security is out on loan as of June 30, 2019. Total loaned securities had a value of $1,190,210 as of June 30, 2019.

Summary of inputs used to value the Fund’s investments as of 06/30/2019 (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	42,215,269	$	—	$	—	$	42,215,269
Investments Purchased with Cash Proceeds from Securities Lending		—		1,228,325		—		1,228,325
TOTAL	$	42,215,269	$	1,228,325	$	—	$	43,443,594

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

See Notes to Financial Statements.

38 Annual Report  |  June 30, 2019  

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

June 30, 2019

Dear FellowSmall-Cap Value Fund Shareholder,

For the quarter ended June 30, 2019, our Fund returned-2.50%, underperforming our primary market benchmark, the Russell 2000 Value Index (+1.38%), and our peer benchmark, the LipperSmall-Cap Value Funds Index (+0.83%). It was a poor quarter.

For the fiscal year, our Fund returned-17.12%, lagging the Russell 2000 Value Index(-6.24%) and the LipperSmall-Cap Value Funds Index(-7.41%).

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

Standardized Returns as of June 30, 2019

							Annualized
	Quarter			1 Year			5 Years			10 Years			15 Years			Since Inception  (10/31/03)
Small-Cap Value Fund		-2.50	%		-17.12	%		2.17	%		10.76	%		6.59	%		6.61	%
Russell 2000 Value Index		1.38	%		-6.24	%		5.39	%		12.40	%		7.28	%		7.98	%
LipperSmall-Cap Value Funds Index		0.83	%		-7.41	%		3.97	%		11.71	%		7.26	%		7.99	%

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

The Russell 2000 Value Index is an unmanaged index that consists of stocks in the Russell 2000 Index with lowerprice-to-book ratios and lower forecasted growth values with dividends reinvested. The LipperSmall-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.

www.bridgeway.com 39

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

Growth of a $10,000 Investment

from Inception October 31, 2003 to June 30, 2019

Detailed Explanation of Quarterly Performance

The Fund’s primary value metrics models and diversifying price momentum models lagged the benchmark and detracted from relative results during the quarter. The Fund’s company financial health models outperformed, however, helping offset some of this negative impact. The Fund’s tilt toward deeper value stocks weighed on relative results during a quarter in which value underperformed growth in thesmall-cap universe. Likewise, the Fund’s tilt toward smaller companies also detracted from results, as the benchmark’s largest companies generally outperformed its smaller companies.

From a sector perspective, the Fund’s allocation effect was flat during the quarter. However, the Fund’s stock selection effect was significantly negative. Holdings in the Consumer Discretionary, Financials, and Energy sectors detracted the most from relative results.

Detailed Explanation of Fiscal Year Performance

Our primary value metrics models and diversifying price momentum models lagged the benchmark significantly and detracted from relative results. However, the Fund’s diversifying company financial health models outperformed the benchmark. The Fund’s tilt toward deeper value stocks weighed on relative results for the12-month period, as did our tilt toward smaller companies in thesmall-cap value universe.

From a sector perspective, the Fund’s allocation effect was negative. Underweightings in the Utilities and Information Technology sectors and an overweighting in the Health Care sector detracted the most from relative results. The Fund’s stock selection effect was significantly negative, largely driven by poor performance from holdings in the Consumer Discretionary, Financials, and Real Estate sectors. Holdings in the Information Technology and Energy sectors also detracted significantly from relative results.

40 Annual Report  |  June 30, 2019  

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

Top Ten Holdings as of June 30, 2019

Rank	Description	Industry	% of Net Assets
1	ArQule, Inc.	Health Care		2.2	%
2	OFG Bancorp	Financials		1.7	%
3	Harmonic, Inc.	Information Technology		1.6	%
4	Callon Petroleum Co.	Energy		1.5	%
5	SkyWest, Inc.	Industrials		1.5	%
6	Argo Group International Holdings, Ltd.	Financials		1.5	%
7	FTS International, Inc.	Energy		1.5	%
8	Arch Coal, Inc., Class A	Energy		1.5	%
9	Walker & Dunlop, Inc.	Financials		1.5	%
10	Oppenheimer Holdings, Inc., Class A	Financials		1.5	%
	Total			16.0	%

Industry Sector Representation as of June 30, 2019

	% of Net Assets		% of Russell 2000 Value Index		Difference
Communication Services		3.2%		2.9%		0.3%
Consumer Discretionary		10.4%		8.5%		1.9%
Consumer Staples		2.1%		2.4%		-0.3%
Energy		7.8%		5.1%		2.7%
Financials		26.1%		29.4%		-3.3%
Health Care		6.9%		4.1%		2.8%
Industrials		15.3%		11.6%		3.7%
Information Technology		9.5%		11.9%		-2.4%
Materials		5.4%		4.2%		1.2%
Real Estate		9.6%		12.3%		-2.7%
Utilities		3.6%		7.6%		-4.0%
Cash & Other Assets		0.1%		0.0%		0.1%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

www.bridgeway.com 41

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

Conclusion

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

Sincerely,

The Investment Management Team

42 Annual Report  |  June 30, 2019  

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry    Company	Shares		Value
COMMON STOCKS - 99.97%
Communication Services - 3.23%
Entravision Communications Corp., Class A	184,100	$	574,392
Gannett Co., Inc.	31,300		255,408
Marcus Corp. (The)	19,500		642,720
NII Holdings, Inc.*	77,000		130,130
			1,602,650
Consumer Discretionary - 10.41%
American Axle & Manufacturing Holdings, Inc.*	35,900		458,084
Barnes & Noble Education, Inc.*	67,900		228,144
Caleres, Inc.	11,900		237,048
Chico’s FAS, Inc.	153,000		515,610
Fossil Group, Inc.*	34,200		393,300
GameStop Corp., Class A	40,700		222,629
Hibbett Sports, Inc.*	35,600		647,920
J. Jill, Inc.+	58,600		116,614
K12, Inc.*	5,700		173,337
KB Home	26,800		689,564
Meritage Homes Corp.*	2,500		128,350
Office Depot, Inc.	154,300		317,858
Shoe Carnival, Inc.+	21,100		582,360
Tower International, Inc.	23,500		458,250
			5,169,068
Consumer Staples - 2.13%
Darling Ingredients, Inc.*	32,700		650,403
Ingles Markets, Inc., Class A	9,100		283,283
Tootsie Roll Industries, Inc.	3,400		125,562
			1,059,248
Energy - 7.78%
Arch Coal, Inc., Class A	7,900		744,259
California Resources Corp.*+	26,200		515,616
Callon Petroleum Co.*	115,400		760,486
Denbury Resources, Inc.*	112,200		139,128
FTS International, Inc.*	133,800		746,604
Renewable Energy Group, Inc.*	30,800		488,488
World Fuel Services Corp.	13,000		467,480
			3,862,061
Financials - 26.08%
Argo Group International Holdings, Ltd.	10,135		750,497
Arlington Asset Investment Corp., Class A+	93,100		640,528
Bancorp, Inc. (The)*	66,600		594,072

Industry    Company	Shares		Value
Financials (continued)
Banner Corp.		11,700	$	633,555
Essent Group, Ltd.*		14,100		662,559
FedNat Holding Co.		16,900		241,163
First BanCorp Puerto Rico		46,800		516,672
GAIN Capital Holdings, Inc.+		93,000		384,090
GAMCO Investors, Inc., Class A		23,000		440,910
HomeStreet, Inc.*		8,100		240,084
Independence Holding Co.		18,900		731,808
James River Group Holdings, Ltd.		14,600		684,740
MidSouth Bancorp, Inc.		14,200		168,270
Mr Cooper Group, Inc.*		2,978		23,854
National General Holdings Corp.		29,400		674,436
National Western Life Group, Inc., Class A		2,600		668,200
Ocwen Financial Corp.*		225,100		465,957
OFG Bancorp		35,200		836,704
Oppenheimer Holdings, Inc., Class A		27,050		736,301
Piper Jaffray Cos		9,600		712,992
Provident Financial Services, Inc.		11,800		286,150
Republic First Bancorp, Inc.*		40,600		199,346
Towne Bank		10,600		289,168
TriCo Bancshares		3,200		120,960
Walker & Dunlop, Inc.		13,900		739,619
Waterstone Financial, Inc.		8,300		141,598
Western New England Bancorp, Inc.		39,000		364,260
				12,948,493
Health Care - 6.90%
Akorn, Inc.*		120,200		619,030
AMAG Pharmaceuticals, Inc.*		59,900		598,401
ArQule, Inc.*		99,600		1,096,596
Castlight Health, Inc., Class B*		47,200		152,456
Lannett Co., Inc.*+		29,700		179,982
Meridian Bioscience, Inc.		34,000		403,920
National Research Corp.		3,500		201,565
RTI Surgical Holdings, Inc.*		40,700		172,975
				3,424,925
Industrials - 15.27%
Aircastle, Ltd.		27,100		576,146
Apogee Enterprises, Inc.		4,100		178,104
Echo Global Logistics, Inc.*		6,000		125,220

www.bridgeway.com 43

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry    Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Foundation Building Materials, Inc.*	37,400	$	664,972
GATX Corp.	9,100		721,539
Hawaiian Holdings, Inc.	13,400		367,562
InnerWorkings, Inc.*	94,300		360,226
Kimball International, Inc., Class B	42,100		733,803
Mistras Group, Inc.*	51,100		734,307
Quad/Graphics, Inc.+	56,000		442,960
Radiant Logistics, Inc.*	101,900		625,666
SkyWest, Inc.	12,500		758,375
Titan Machinery, Inc.*	24,500		504,210
TriMas Corp.*	6,200		192,014
Triton International, Ltd./Bermuda	10,000		327,600
TrueBlue, Inc.*	12,100		266,926
			7,579,630
Information Technology - 9.53%
Amkor Technology, Inc.*	81,300		606,498
Cardtronics PLC, Class A*	7,000		191,240
Control4 Corp.*	25,700		610,375
Hackett Group, Inc. (The)	12,000		201,480
Harmonic, Inc.*	141,100		783,105
Information Services Group, Inc.*	7,500		23,700
Perficient, Inc.*	8,000		274,560
Sanmina Corp.*	17,400		526,872
Tech Data Corp.*	7,000		732,200
TTM Technologies, Inc.*	36,100		368,220
Verint Systems, Inc.*	7,700		414,106
			4,732,356
Materials - 5.43%
Gold Resource Corp.	170,000		574,600
Innospec, Inc.	4,800		437,952
SunCoke Energy, Inc.*	74,700		663,336
Verso Corp., Class A*	18,400		350,520
Warrior Met Coal, Inc.	25,700		671,284
			2,697,692
Real Estate - 9.57%
Cousins Properties, Inc.	6,475		234,201
Industrial Logistics Properties Trust	19,597		408,009
Monmouth Real Estate Investment Corp.	53,800		728,990

Industry    Company			Shares		Value
Real Estate (continued)
National Health Investors, Inc.				8,400	$	655,452
National Storage Affiliates Trust				8,500		245,990
Piedmont Office Realty Trust, Inc., Class A				16,100		320,873
PS Business Parks, Inc.				4,100		690,973
STAG Industrial, Inc.				11,800		356,832
Washington Prime Group, Inc.+				103,700		396,134
Whitestone REIT				56,500		716,985
						4,754,439
Utilities - 3.64%
Atlantic Power Corp.*				298,000		721,160
California Water Service Group				8,800		445,544
MGE Energy, Inc.				2,000		146,160
Portland General Electric Co.				4,000		216,680
Southwest Gas Holdings, Inc.				1,700		152,354
TerraForm Power, Inc., Class A				8,700		124,410
						1,806,308
TOTAL COMMON STOCKS - 99.97%						49,636,870
(Cost $51,457,382)
	Rate^		Shares		Value
MONEY MARKET FUND - 0.10%
Fidelity Investments Money Market Government Portfolio Class I		2.25%		52,931		52,931
TOTAL MONEY MARKET FUND - 0.10%						52,931
(Cost $52,931)

44 Annual Report  |  June 30, 2019  

Small-Cap Value Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

	Rate^	Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIESLENDING - 6.33%
Fidelity Investments Money Market Government Portfolio Class I**	2.25%		3,141,308		$3,141,308
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 6.33%					3,141,308
(Cost $ 3,141,308)
TOTAL INVESTMENTS - 106.40%					$52,831,109
(Cost $ 54,651,621)
Liabilities in Excess of Other Assets - (6.40%)					(3,179,348	)
NET ASSETS - 100.00%					$49,651,761

* Non-income producing security.

** This security represents the investment of the collateral received in connection with securities out on loan as of June 30, 2019.

^ Rate disclosed as of June 30, 2019.

+ This security or a portion of the security is out on loan as of June 30, 2019. Total loaned securities had a value of $3,076,362 as of June 30, 2019.

Summary of inputs used to value the Fund’s investments as of 06/30/2019 (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	$	49,636,870	$	—	$	—	$	49,636,870
Money Market Fund		—		52,931		—		52,931
Investments Purchased with Cash Proceeds from Securities Lending		—		3,141,308		—		3,141,308
TOTAL	$	49,636,870	$	3,194,239	$	—	$	52,831,109

See Notes to Financial Statements.

www.bridgeway.com 45

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

June 30, 2019

Dear Fellow Blue Chip Fund Shareholder,

For the quarter ended June 30, 2019, our Fund returned +5.19%, outperforming our primary market benchmark, the S&P 500 Index (+4.30%), our peer benchmark, the LipperLarge-Cap Core Funds Index (+4.06), and the Russell Top 50 Mega Cap Index (+4.22). It was a good quarter.

For the fiscal year, our Fund returned +16.26%, outperforming the S&P 500 Index (+10.42%), the LipperLarge-Cap Core Funds Index (+9.08%), and the Russell Top 50 Mega Cap Index (+12.25%).

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

Standardized Returns as of June 30, 2019

							Annualized
	Quarter			1 Year			5 Years			10 Years			15 Years			Since Inception  (7/31/97)
Blue Chip Fund		5.19	%		16.26	%		10.91	%		14.14	%		8.32	%		7.56	%
S&P 500 Index		4.30	%		10.42	%		10.71	%		14.70	%		8.75	%		7.27	%
Russell Top 50 Mega Cap Index		4.22	%		12.25	%		11.54	%		13.98	%		8.14	%		6.41	%
LipperLarge-Cap Core Funds Index		4.06	%		9.08	%		9.37	%		13.28	%		7.89	%		6.41	%
Bridgeway Ultra-Large 35 Index		5.19	%		16.47	%		11.13	%		14.39	%		8.52	%		7.72	%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell Top 50 Mega Cap Index measures the performance of the largest companies in the Russell 3000 Index. It includes 50 of the largest securities, based on a combination of their market cap and current index membership, and represents approximately 40% of the total market capitalization of the Russell 3000 Index. The Bridgeway Ultra-Large 35 Index is an index composed of very large, “blue chip” U.S. stocks, excluding tobacco; it is compiled by the adviser of the Fund. The LipperLarge-Cap Core Funds Index reflects the aggregate record of domesticlarge-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.

Effective May 31, 2019, the name of the Blue Chip 35 Index Fund was changed to Blue Chip Fund. Effective July 31, 2019, the Fund’s principal strategies were modified, as indicated in the Supplement dated May 31, 2019 to the Prospectus dated October 31, 2018.

46 Annual Report  |  June 30, 2019  

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

Growth of a $10,000 Investment

from Inception July 31, 1997 to June 30, 2019

Detailed Explanation of Quarterly Performance

The Fund’smega-cap design boosted relative results by overweighting the benchmark’s largest stocks — which delivered the best returns during the quarter — while also avoiding the benchmark’s poor-performing smallest stocks. Investing in ultra-large stocks had another positive impact by creating an overweighting in lower-volatility stocks that outperformed during the quarter. The Fund’s roughly equal-weight design also improved relative performance.

From a sector perspective, the Fund’s allocation effect was positive, with an underweighting in the Financials sector contributing the most to relative results. The Fund’s stock selection effect was also positive. The Fund benefited from strong performance in the Information Technology, Consumer Staples, Consumer Discretionary, and Communication Services sectors, which more than offset poor returns from holdings in the Industrials sector.

Detailed Explanation of Fiscal Year Performance

The Fund’smega-cap design helped relative results during the fiscal year, as larger stocks outperformed smaller ones. Investing in ultra-large stocks also helped relative performance by creating an underweighting in higher-volatility stocks that performed poorly during the12-month period.

Disciplined rebalancing to maintain the Fund’s roughly equal-weight portfolio helped relative performance, as it requires the Fund to trim positions in holdings that have recently risen, while adding to names that have underperformed. This practice created an underweighting in poor-performing higher-momentum stocks.

From a sector perspective, the Fund’s allocation effect was slightly positive. Overweightings in the Information Technology and Consumer Staples sectors and underweighting in the Materials sector made the largest positive contributions to relative results. The Fund’s stock selection effect was significantly positive, largely driven by strong performance from holdings in the Communication Services, Health Care, and Information Technology sectors.

Note:The number of stocks was increased due to recomposition near the end of the fiscal year. Specifically, five were added (The Boeing Company, Citigroup Inc., Facebook, Inc., the Home Depot, Inc., and UnitedHealth Group Incorporated), and five were deleted (CVS Health Corp., ConocoPhillips, General Electric Company, Gilead Sciences, Inc., and Schlumberger Limited).

www.bridgeway.com 47

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

The table below presents index performance numbers for stocks in the different CRSP deciles during various time periods. The table is intended to provide a frame of reference for size.

					Annualized
CRSP Decile1	Quarter		1 Year		5 Years		10 Years		93.5 Years
1 (ultra-large)		4.21%		10.52%		11.17%		14.47%		9.44%
2		4.85%		11.33%		9.83%		15.44%		10.60%
3		4.51%		4.99%		9.61%		15.90%		11.06%
4		4.42%		7.21%		7.29%		14.83%		10.88%
5		2.17%		-0.17%		5.29%		13.91%		11.33%
6		0.77%		-4.65%		5.51%		13.98%		11.28%
7		2.82%		1.78%		8.72%		15.81%		11.57%
8		-0.36%		-8.65%		4.98%		13.33%		11.35%
9		-0.66%		-9.53%		6.08%		13.41%		11.40%
10 (ultra-small)		-4.00%		-14.49%		3.36%		12.24%		13.04%

¹  Performance figures are as of the period ended June 30, 2019. The CRSPCap-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.

48 Annual Report  |  June 30, 2019  

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

Contribution to Returns for Blue Chip Fund stocks for the fiscal year June 30, 2019:

Rank	Company	Industry	% Contribution   to Return
1	Microsoft Corp.	Information Technology		1.4	%
2	Visa, Inc., Class A	Information Technology		1.2	%
3	Procter & Gamble Co. (The)	Consumer Staples		1.2	%
4	Merck & Co., Inc.	Health Care		1.0	%
5	QUALCOMM, Inc.	Information Technology		1.0	%
6	Walt Disney Co. (The)	Communication Services		0.8	%
7	McDonald’s Corp.	Consumer Discretionary		0.8	%
8	Oracle Corp.	Information Technology		0.8	%
9	Comcast Corp., Class A	Communication Services		0.8	%
10	Walmart, Inc.	Consumer Staples		0.8	%
11	Cisco Systems, Inc.	Information Technology		0.7	%
12	Facebook, Inc., Class A	Communication Services		0.6	%
13	CVS Health Corp.	Health Care		0.6	%
14	PepsiCo, Inc.	Consumer Staples		0.6	%
15	Pfizer, Inc.	Health Care		0.6	%
16	Coca-Cola Co. (The)	Consumer Staples		0.5	%
17	Amazon.com, Inc.	Consumer Discretionary		0.5	%
18	Verizon Communications, Inc.	Communication Services		0.5	%
19	Johnson & Johnson	Health Care		0.4	%
20	JPMorgan Chase & Co.	Financials		0.4	%
21	Berkshire Hathaway, Inc., Class B	Financials		0.3	%
22	Apple, Inc.	Information Technology		0.3	%
23	ConocoPhillips	Energy		0.3	%
24	Bank of America Corp.	Financials		0.3	%
25	Gilead Sciences, Inc.	Health Care		0.3	%
26	AT&T, Inc.	Communication Services		0.3	%
27	United Technologies Corp.	Industrials		0.2	%
28	International Business Machines Corp.	Information Technology		0.2	%
29	Citigroup, Inc.	Financials		0.1	%
30	Home Depot, Inc. (The)	Consumer Discretionary		0.1	%
31	United Parcel Service, Inc., Class B	Industrials		0.1	%
32	Intel Corp.	Information Technology		0.1	%
33	Boeing Co. (The)	Industrials		0.1	%
34	Chevron Corp.	Energy		0.0	%
35	Alphabet, Inc., Class C	Communication Services		0.0	%
36	Alphabet, Inc., Class A	Communication Services		0.0	%
37	Exxon Mobil Corp.	Energy		-0.1	%
38	3M Co.	Industrials		-0.2	%
39	Schlumberger, Ltd.	Energy		-0.2	%
40	UnitedHealth Group, Inc.	Health Care		-0.2	%
41	Wells Fargo & Co.	Financials		-0.3	%
42	General Electric Co.	Industrials		-0.4	%

www.bridgeway.com 49

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

Industry Sector Representation as of June 30, 2019

	% of Net Assets		% of S&P 500 Index		Difference
Communication Services		16.8%		10.2%		6.6%
Consumer Discretionary		8.8%		10.2%		-1.4%
Consumer Staples		10.7%		7.3%		3.4%
Energy		4.8%		5.0%		-0.2%
Financials		14.8%		13.1%		1.7%
Health Care		10.2%		14.2%		-4.0%
Industrials		9.8%		9.4%		0.4%
Information Technology		24.1%		21.5%		2.6%
Materials		0.0%		2.8%		-2.8%
Real Estate		0.0%		3.1%		-3.1%
Utilities		0.0%		3.3%		-3.3%
Cash & Other Assets		0.0%		-0.1%		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, June 30, 2019, 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 Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

50 Annual Report  |  June 30, 2019  

Blue Chip Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry    Company	Shares		Value
COMMON STOCKS - 100.02%
Communication Services - 16.79%
Alphabet, Inc., Class A*		8,730		$  9,452,844
Alphabet, Inc., Class C*		8,709		9,413,645
AT&T, Inc.		371,505		12,449,133
Comcast Corp., Class A		283,250		11,975,810
Facebook, Inc., Class A*		89,800		17,331,400
Verizon Communications, Inc.		211,539		12,085,223
Walt Disney Co. (The)		86,450		12,071,878
				84,779,933
Consumer Discretionary - 8.81%
Amazon.com, Inc.*		10,550		19,977,796
Home Depot, Inc. (The)		59,100		12,291,027
McDonald’s Corp.		58,800		12,210,408
				44,479,231
Consumer Staples - 10.67%
Coca-Cola Co. (The)		233,914		11,910,901
PepsiCo, Inc.		90,475		11,863,987
Procter & Gamble Co. (The)		163,906		17,972,293
Walmart, Inc.		109,769		12,128,377
				53,875,558
Energy - 4.84%
Chevron Corp.		97,895		12,182,054
Exxon Mobil Corp.		160,187		12,275,130
				24,457,184
Financials - 14.84%
Bank of America Corp.		656,108		19,027,132
Berkshire Hathaway, Inc., Class B*		58,150		12,395,835
Citigroup, Inc.		181,900		12,738,457
JPMorgan Chase & Co.		164,295		18,368,181
Wells Fargo & Co.		262,459		12,419,560
				74,949,165
Health Care - 10.22%
Johnson & Johnson		83,952		11,692,835
Merck & Co., Inc.		191,935		16,093,750
Pfizer, Inc.		276,674		11,985,518
UnitedHealth Group, Inc.		48,500		11,834,485
				51,606,588
Industrials - 9.78%
3M Co.		71,100		12,324,474
Boeing Co. (The)		32,950		11,994,129
United Parcel Service, Inc., Class B		124,663		12,873,948
United Technologies Corp.		93,810		12,214,062
				49,406,613

Industry    Company	Shares		Value
Information Technology - 24.07%
Apple, Inc.		97,600	$	19,316,992
Cisco Systems, Inc.		215,908		11,816,645
Intel Corp.		258,493		12,374,060
International Business Machines Corp.		87,117		12,013,434
Microsoft Corp.		149,745		20,059,840
Oracle Corp.		216,013		12,306,261
QUALCOMM, Inc.		175,900		13,380,713
Visa, Inc., Class A		116,850		20,279,317
				121,547,262
TOTAL COMMON STOCKS - 100.02%				505,101,534
(Cost $242,487,136)

	Rate^		Shares		Value
MONEY MARKET FUND - 0.07%
Fidelity Investments Money Market Government Portfolio Class I		2.25%		371,501		371,501
TOTAL MONEY MARKET FUND - 0.07%						371,501
(Cost $371,501)
TOTAL INVESTMENTS - 100.09%					$	505,473,035
(Cost $242,858,637)
Liabilities in Excess of Other Assets - (0.09%)						(444,463	)
NET ASSETS - 100.00%					$	505,028,572

* Non-income producing security.

^ Rate disclosed as of June 30, 2019.

Summary of inputs used to value the Fund’s investments as of

06/30/2019 (See Note 2 in Notes to Financial Statements):

			Valuation Inputs
			Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks (a)	$	505,101,534	$	—	$	—	$	505,101,534
Money Market Fund		—		371,501		—		371,501
TOTAL	$	505,101,534	$	371,501	$	—	$	505,473,035

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

See Notes to Financial Statements.

www.bridgeway.com 51

Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited)

June 30, 2019

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended June 30, 2019, our Fund returned +1.90%, lagging our primary market benchmark, the S&P 500 Index (+4.30%), and our peer benchmark, the Lipper Balanced Funds Index (+3.39%). The Fund performed in line with its design during the quarter.

For the fiscal year, our Fund returned +1.74%, trailing the S&P 500 Index (+10.42%) and the Lipper Balanced Funds Index (+6.79%).

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

Standardized Returns as of June 30, 2019

							Annualized
	Quarter			1 Year			5 Years			10 Years			15 Years			Since Inception  (6/30/01)
Managed Volatility Fund		1.90	%		1.74	%		3.06	%		5.11	%		3.81	%		3.97	%
S&P 500 Index		4.30	%		10.42	%		10.71	%		14.70	%		8.75	%		7.12	%
Lipper Balanced Funds Index		3.39	%		6.79	%		5.79	%		9.09	%		6.27	%		5.64	%

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 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.

52 Annual Report  |  June 30, 2019  

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

Growth of a $10,000 Investment

from Inception June 30, 2001 to June 30, 2019

Detailed Explanation of Quarterly Performance

The Fund met its objective of capturing at least 40% of the S&P 500 Index’s return during the quarter. The Fund’s annualized standard deviation of 5.35% during the quarter was 54% lower than the S&P 500’s annualized standard deviation of 11.59% during the same period.

The portfolio’s equities component added the most to performance, contributing approximately +2.3% to the Fund’s return. The portfolio’s fixed income component also added modestly to performance, contributing +0.3% to the Fund’s return. However, the portfolio’s futures component detracted from performance, contributing approximately-0.8% to the Fund’s return. The performance of the portfolio’s options component was essentially flat during the quarter.

Detailed Explanation of Fiscal Year Performance

For the fiscal year, the Fund fell short of its goal of capturing at least 40% of the S&P 500 Index’s return. The Fund had an annualized standard deviation of 7.06%, which was 55% lower than the S&P 500’s annualized standard deviation of 15.62% during the12-month period.

The portfolio’s options and futures components detracted the most from performance, contributing approximately -1.3% and-1.2% to the Fund’s return, respectively. This performance was in line with expectations during a fiscal year characterized by a rising equity market. In contrast, the portfolio’s equities component helped results, contributing +3.2% to the Fund’s return. The portfolio’s fixed income component also helped performance, contributing approximately +0.9% to the Fund’s return.

The Fund has continued to perform as designed, particularly over longer time horizons. For the past 10 years and since inception, the Fund has captured roughly 35% and 56%, respectively, of the S&P 500 Index’s return. The Fund’s annualized standard deviation has been 55% lower than the index’s for the last 10 years and since inception.

www.bridgeway.com 53

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

Top Ten Equity Holdings as of June 30, 2019

Rank	Description	Industry	% of Net   Assets
1	Micron Technology, Inc.	Information Technology	2.3%
2	Amazon.com, Inc.	Consumer Discretionary	1.9%
3	Berkshire Hathaway, Inc., Class B	Financials	1.4%
4	ConocoPhillips	Energy	1.3%
5	Microsoft Corp.	Information Technology	1.2%
6	Apple, Inc.	Information Technology	1.2%
7	Charles Schwab Corp. (The)	Financials	1.1%
8	Xilinx, Inc.	Information Technology	1.1%
9	HCA Healthcare, Inc.	Health Care	1.1%
10	Prudential Financial, Inc.	Financials	1.0%
	Total		13.6%

Industry Sector Representation as of June 30, 2019    

Asset Type	% of Net Assets
Common Stock		60.8%
Communication Services		4.8%
Consumer Discretionary		6.1%
Consumer Staples		3.8%
Energy		4.1%
Financials		11.4%
Health Care		8.4%
Industrials		4.9%
Information Technology		12.9%
Materials		1.5%
Real Estate		1.3%
Utilities		1.6%
U.S. Government Obligations		29.3%
Call Options Written		-1.2%
Put Options Written		-0.5%
Money Market Fund		5.9%
Cash & Other Assets		5.7%
Total		100%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2019, 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 thismulti-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,

54 Annual Report  |  June 30, 2019  

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

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

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgeway.com 55

Managed Volatility Fund
SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry    Company	Shares		Value
COMMON STOCKS - 60.78%
Communication Services - 4.76%
Alphabet, Inc., Class A*		260		$   281,528
Alphabet, Inc., Class C*		260		281,037
AT&T, Inc.#		4,540		152,135
CenturyLink, Inc.		1,200		14,112
Comcast Corp., Class A#		1,700		71,876
Discovery, Inc., Class C*#		1,514		43,073
Electronic Arts, Inc.*#		500		50,630
Facebook, Inc., Class A*#		1,300		250,900
Fox Corp., Class A		266		9,746
Omnicom Group, Inc.#		600		49,170
Verizon Communications, Inc.		1,600		91,408
Walt Disney Co. (The)#		1,165		162,681
				1,458,296
Consumer Discretionary - 6.11%
Amazon.com, Inc.*		300		568,089
AutoZone, Inc.*#		200		219,894
Carnival Corp.#		300		13,965
Delphi Technologies PLC		166		3,320
Dollar General Corp.		500		67,580
eBay, Inc.#		700		27,650
Ford Motor Co.#		2,900		29,667
Genuine Parts Co.#		2,000		207,160
Hasbro, Inc.#		700		73,976
Kohl’s Corp.#		5,000		237,750
Macy’s, Inc.#		1,000		21,460
McDonald’s Corp.#		500		103,830
NIKE, Inc., Class B#		1,100		92,345
Ross Stores, Inc.#		500		49,560
Starbucks Corp.#		400		33,532
Target Corp.		500		43,305
Wynn Resorts, Ltd.		200		24,798
Yum China Holdings, Inc.		500		23,100
Yum! Brands, Inc.		300		33,201
				1,874,182
Consumer Staples - 3.80%
Archer-Daniels-Midland Co.#		700		28,560
Bunge, Ltd.#		1,500		83,565
Campbell Soup Co.#		1,900		76,133
Coca-Cola Co. (The)		900		45,828
Colgate-Palmolive Co.		400		28,668
Constellation Brands, Inc., Class A		500		98,470
Costco Wholesale Corp.		500		132,130
General Mills, Inc.#		1,600		84,032
JM Smucker Co. (The)		400		46,076
Kimberly-Clark Corp.#		800		106,624
Kroger Co. (The)#		800		17,368

Industry    Company	Shares		Value
Consumer Staples (continued)
Mondelez International, Inc., Class A		1,700	$	91,630
PepsiCo, Inc.#		900		118,017
Procter & Gamble Co. (The)#		800		87,720
Walmart, Inc.#		1,100		121,539
				1,166,360
Energy - 4.15%
Anadarko Petroleum Corp.#		700		49,392
Chevron Corp.#		1,278		159,034
ConocoPhillips#		6,287		383,507
Continental Resources, Inc.*#		1,000		42,090
EOG Resources, Inc.#		500		46,580
Exxon Mobil Corp.#		2,000		153,260
Halliburton Co.#		10,700		243,318
Kinder Morgan, Inc.		500		10,440
Marathon Petroleum Corp.#		1,700		94,996
Phillips 66		593		55,469
Valero Energy Corp.		400		34,244
				1,272,330
Financials - 11.38%
Allstate Corp. (The)		300		30,507
American Express Co.#		600		74,064
Aon PLC#		500		96,490
Athene Holding, Ltd., Class A*#		5,700		245,442
Bank of America Corp.#		1,600		46,400
BB&T Corp.#		300		14,739
Berkshire Hathaway, Inc., Class B*#		2,000		426,340
BlackRock, Inc.		300		140,790
Capital One Financial Corp.#		700		63,518
Charles Schwab Corp. (The)#		8,800		353,672
Chubb, Ltd.		461		67,901
Citigroup, Inc.#		1,910		133,757
Comerica, Inc.		300		21,792
Goldman Sachs Group, Inc. (The)		500		102,300
Huntington Bancshares, Inc.		3,200		44,224
JPMorgan Chase & Co.#		700		78,260
KeyCorp.		3,300		58,575
Marsh & McLennan Cos., Inc.		700		69,825
MetLife, Inc.#		6,000		298,020
Morgan Stanley#		1,200		52,572

56 Annual Report  |  June 30, 2019  

Managed Volatility Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Financials (continued)
PNC Financial Services Group, Inc. (The)		500		$    68,640
Progressive Corp. (The)#		1,220		97,515
Prudential Financial, Inc.#		3,200		323,200
S&P Global, Inc.		500		113,895
State Street Corp.#		300		16,818
TD Ameritrade Holding Corp.#		3,500		174,720
U.S. Bancorp		1,900		99,560
Wells Fargo & Co.#		3,671		173,712
				3,487,248
Health Care - 8.41%
Abbott Laboratories#		1,400		117,740
AbbVie, Inc.#		1,600		116,352
Allergan PLC		300		50,229
Amgen, Inc.#		500		92,140
Anthem, Inc.		300		84,663
Baxter International, Inc.#		600		49,140
Becton Dickinson & Co.		473		119,201
Biogen, Inc.*		400		93,548
Bristol-Myers Squibb Co.#		1,479		67,073
Celgene Corp.*#		1,100		101,684
Cigna Corp.		299		47,107
CVS Health Corp.#		700		38,143
Danaher Corp.		500		71,460
DaVita, Inc.*#		1,100		61,886
Eli Lilly & Co.#		2,500		276,975
Gilead Sciences, Inc.		400		27,024
HCA Healthcare, Inc.#		2,500		337,925
Ionis Pharmaceuticals, Inc.*#		800		51,416
Johnson & Johnson		1,000		139,280
Merck & Co., Inc.#		2,200		184,470
Pfizer, Inc.#		2,500		108,300
Stryker Corp.		360		74,009
Thermo Fisher Scientific, Inc.		500		146,840
UnitedHealth Group, Inc.		500		122,005
				2,578,610
Industrials - 4.88%
3M Co.		500		86,670
Boeing Co. (The)		300		109,203
Deere & Co.		400		66,284
Delta Air Lines, Inc.#		2,000		113,500
Emerson Electric Co.#		1,000		66,720
FedEx Corp.#		600		98,514
General Electric Co.		900		9,450
HD Supply Holdings, Inc.*#		1,500		60,420
Honeywell International, Inc.#		800		139,672
Ingersoll-Rand PLC		200		25,334

Industry   Company	Shares		Value
Industrials (continued)
Johnson Controls International PLC		454	$	18,755
Lockheed Martin Corp.		270		98,156
Northrop Grumman Corp.#		700		226,177
Raytheon Co.		300		52,164
Resideo Technologies, Inc.*		133		2,915
Southwest Airlines Co.#		1,400		71,092
Union Pacific Corp.		500		84,555
United Technologies Corp.#		840		109,368
Wabtec Corp.		4		287
Waste Management, Inc.		500		57,685
				1,496,921
Information Technology - 12.86%
Adobe, Inc.*#		800		235,720
Apple, Inc.#		1,800		356,256
Applied Materials, Inc.#		1,100		49,401
Cisco Systems, Inc.#		4,300		235,339
Citrix Systems, Inc.#		500		49,070
Cognizant Technology Solutions Corp., Class A#		700		44,373
Dell Technologies, Inc., Class C*		143		7,264
DXC Technology Co.		171		9,431
Hewlett Packard Enterprise Co.		4,200		62,790
HP, Inc.		2,000		41,580
Intel Corp.#		2,300		110,101
International Business Machines Corp.#		900		124,110
Intuit, Inc.		400		104,532
Juniper Networks, Inc.#		2,700		71,901
LogMeIn, Inc.		189		13,926
Mastercard, Inc., Class A#		800		211,624
Micro Focus International PLC, ADR		162		4,243
Micron Technology, Inc.*#		18,200		702,338
Microsoft Corp.#		2,800		375,088
NetApp, Inc.		400		24,680
Oracle Corp.#		860		48,994
PayPal Holdings, Inc.*#		1,100		125,906
QUALCOMM, Inc.#		1,200		91,284
salesforce.com, Inc.*#		1,300		197,249
Texas Instruments, Inc.#		670		76,889
Visa, Inc., Class A#		1,300		225,615
Xilinx, Inc.#		2,900		341,968
				3,941,672
Materials - 1.51%
AdvanSix, Inc.*		48		1,173
Corteva, Inc.*#		833		24,632
Dow, Inc.#		833		41,075

www.bridgeway.com 57

Managed Volatility Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry   Company	Shares		Value
Common Stocks (continued)
Materials (continued)
DuPont de Nemours, Inc.#		833		$    62,533
Ecolab, Inc.		100		19,744
International Paper Co.#		600		25,992
Linde PLC		600		120,480
Sherwin-Williams Co. (The)		200		91,658
Steel Dynamics, Inc.#		2,500		75,500
				462,787
Real Estate - 1.34%
American Tower Corp.#		800		163,560
Crown Castle International Corp.		500		65,175
Public Storage		500		119,085
Simon Property Group, Inc.#		400		63,904
				411,724
Utilities - 1.58%
AES Corp.		4,300		72,068
American Electric Power Co., Inc.#		800		70,408
Dominion Energy, Inc.#		720		55,670
Duke Energy Corp.		783		69,092
Exelon Corp.		700		33,558
NextEra Energy, Inc.		300		61,458
Public Service Enterprise Group, Inc.		900		52,938
Sempra Energy		500		68,720
				483,912
TOTAL COMMON STOCKS - 60.78%				18,634,042
(Cost $12,063,422)

Due Date	Discount Rate or Coupon Rate	Principal Amount		Value
U.S. GOVERNMENT OBLIGATIONS - 29.26%
U.S. Treasury Bills - 29.26%
07/11/2019	2.338%(a)		$2,000,000		$1,998,929
08/29/2019	2.324%(a)		3,000,000		2,989,675
09/19/2019	2.182%(a)		2,000,000		1,990,766
09/26/2019	2.051%(a)		2,000,000		1,989,971
					8,969,341
TOTAL U.S. GOVERNMENT OBLIGATIONS -29.26%					8,969,341
(Cost $8,967,601)
	Rate^	Shares		Value
MONEY MARKET FUND - 5.86%
Fidelity Investments Money Market Government Portfolio Class I	2.25%		1,797,624		1,797,624
TOTAL MONEY MARKET FUND – 5.86%					1,797,624
(Cost $1,797,624)
TOTAL INVESTMENTS BEFORE OPTIONS WRITTEN - 95.90%					$29,401,007
(Cost $22,828,647)
WRITTEN OPTIONS - (1.66%)
TOTAL WRITTEN OPTIONS - (1.66%)					$(510,915	)
(Premiums Received $(426,413))
TOTAL INVESTMENTS - 94.24%					$28,890,092
(Cost $22,402,234)
Other Assets in Excess of Liabilities - 5.76%					1,766,898
NET ASSETS - 100.00%					$30,656,990

* Non-income producing security.

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

^ Rate disclosed as of June 30, 2019.

(a) Rate represents the effective yield at purchase.

PLC - Public Limited Company

ADR - American Depositary Receipt

58 Annual Report  |  June 30, 2019  

Managed Volatility Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Description	Number of Contracts		Notional Amount				Exercise Price			Expiration Date		Value
EXCHANGE TRADED PUT OPTIONS WRITTEN - (0.49%)
American Tower Corp.		10		$	(204,450	)		$	210.00		08/02/19		$	(8,400	)
Ameriprise Financial, Inc.		21			(304,836	)			145.00		09/20/19			(14,700	)
AutoZone, Inc.		3			(329,841	)			1,080.00		09/20/19			(11,187	)
Cadence Design Systems, Inc.		50			(354,050	)			65.00		08/16/19			(6,550	)
Cadence Design Systems, Inc.		5			(35,405	)			70.00		08/16/19			(1,515	)
Capital One Financial Corp.		35			(317,590	)			87.50		09/20/19			(9,450	)
Caterpillar, Inc.		20			(272,580	)			125.00		09/20/19			(5,640	)
Chipotle Mexican Grill, Inc.		5			(366,440	)			700.00		09/20/19			(15,200	)
CME Group, Inc.		6			(116,466	)			185.00		09/20/19			(2,250	)
EOG Resources, Inc.		35			(326,060	)			90.00		07/19/19			(5,600	)
Fair Isaac Corp.		5			(157,010	)			270.00		07/19/19			(425	)
Fidelity National Information Services, Inc.		5			(61,340	)			120.00		10/18/19			(2,325	)
Ford Motor Co.		70			(71,610	)			10.00		09/20/19			(3,080	)
Hershey Co. (The)		21			(281,463	)			135.00		09/20/19			(12,600	)
Intercontinental Exchange, Inc.		25			(214,850	)			85.00		09/20/19			(6,125	)
Ionis Pharmaceuticals, Inc.		2			(12,854	)			80.00		07/19/19			(3,340	)
Match Group, Inc.		25			(168,175	)			65.00		09/20/19			(11,500	)
McDonald’s Corp.		15			(311,490	)			200.00		09/20/19			(5,475	)
Morgan Stanley		25			(109,525	)			42.00		08/02/19			(1,825	)
Procter & Gamble Co. (The)		25			(274,125	)			105.00		09/20/19			(5,875	)
PulteGroup, Inc.		60			(189,720	)			32.00		08/02/19			(8,220	)
Shopify, Inc.		5			(150,075	)			210.00		07/19/19			(175	)
Starbucks Corp.		30			(251,490	)			80.00		08/02/19			(3,750	)
Synchrony Financial		5			(17,335	)			33.00		09/20/19			(500	)
Teck Resources, Ltd.		60			(138,360	)			20.00		08/16/19			(1,800	)
Veeva Systems, Inc.		3			(48,633	)			165.00		09/20/19			(3,840	)
Total Exchange Traded Put Options Written (Premiums received $(164,315))													$	(151,347	)
EXCHANGE TRADED CALL OPTIONSWRITTEN - (1.17%)
Abbott Laboratories		4		$	(33,640	)		$	85.00		09/20/19		$	(956	)
AbbVie, Inc.		5			(36,360	)			80.00		09/20/19			(490	)
Adobe, Inc.		3			(88,395	)			290.00		09/20/19			(5,415	)
American Electric Power Co., Inc.		3			(26,403	)			92.50		09/20/19			(285	)
American Express Co.		3			(37,032	)			115.00		07/19/19			(2,640	)
American Tower Corp.		3			(61,335	)			200.00		07/19/19			(1,860	)
Amgen, Inc.		2			(36,856	)			170.00		07/19/19			(3,118	)
Anadarko Petroleum Corp.		3			(21,168	)			72.50		08/16/19			(207	)
Aon PLC		3			(57,894	)			180.00		07/19/19			(4,260	)
Apple, Inc.		6			(118,752	)			185.00		08/16/19			(9,990	)
Applied Materials, Inc.		4			(17,964	)			40.00		07/19/19			(2,060	)
Archer-Daniels-Midland Co.		3			(12,240	)			41.00		09/20/19			(456	)
AT&T, Inc.		14			(46,914	)			33.00		09/20/19			(1,750	)
Athene Holding, Ltd., Class A		57			(245,442	)			45.00		08/16/19			(4,845	)
Bank of America Corp.		5			(14,500	)			29.00		09/20/19			(685	)
Baxter International, Inc.		3			(24,570	)			77.50		08/16/19			(1,755	)
BB&T Corp.		3			(14,739	)			50.00		09/20/19			(420	)

www.bridgeway.com 59

Managed Volatility Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Description	Number of Contracts		Notional Amount				Exercise Price			Expiration Date		Value
Exchange Traded Call Options Written (continued)
Berkshire Hathaway, Inc., Class B		15		$	(319,755	)		$	210.00		08/16/19		$	(10,125	)
Bristol-Myers Squibb Co.		5			(22,675	)			46.00		09/20/19			(820	)
Bunge, Ltd.		15			(83,565	)			52.50		07/19/19			(5,700	)
Campbell Soup Co.		5			(20,035	)			42.00		08/16/19			(275	)
Capital One Financial Corp.		3			(27,222	)			92.50		09/20/19			(990	)
Carnival Corp.		3			(13,965	)			55.00		07/19/19			(12	)
Celgene Corp.		3			(27,732	)			95.00		07/19/19			(90	)
Charles Schwab Corp. (The)		70			(281,330	)			41.00		09/20/19			(12,600	)
Charles Schwab Corp. (The)		6			(24,114	)			42.00		09/20/19			(960	)
Chevron Corp.		5			(62,220	)			125.00		07/19/19			(875	)
Cisco Systems, Inc.		13			(71,149	)			55.00		07/19/19			(1,183	)
Citigroup, Inc.		6			(42,018	)			70.00		09/20/19			(1,860	)
Citrix Systems, Inc.		3			(29,442	)			97.50		07/19/19			(735	)
Cognizant Technology Solutions Corp., Class A		3			(19,017	)			72.50		07/19/19			(15	)
Comcast Corp., Class A		5			(21,140	)			42.50		09/20/19			(700	)
ConocoPhillips		50			(305,000	)			60.00		08/16/19			(14,200	)
ConocoPhillips		4			(24,400	)			61.00		08/02/19			(856	)
Continental Resources, Inc.		10			(42,090	)			42.50		07/19/19			(1,450	)
Corteva, Inc.		3			(8,871	)			30.00		09/20/19			(435	)
CVS Health Corp.		3			(16,347	)			56.00		08/02/19			(291	)
DaVita, Inc.		4			(22,504	)			55.00		07/19/19			(920	)
Delta Air Lines, Inc.		20			(113,500	)			57.50		08/16/19			(3,520	)
Discovery, Inc., Class C		5			(14,225	)			30.00		09/20/19			(520	)
Dominion Energy, Inc.		3			(23,196	)			77.50		08/16/19			(768	)
Dow, Inc.		3			(14,793	)			52.50		09/20/19			(300	)
DuPont de Nemours, Inc.		3			(22,521	)			75.00		09/20/19			(1,155	)
eBay, Inc.		3			(11,850	)			38.00		07/19/19			(609	)
Electronic Arts, Inc.		3			(30,378	)			100.00		07/19/19			(1,185	)
Eli Lilly & Co.		25			(276,975	)			120.00		08/16/19			(2,050	)
Emerson Electric Co.		3			(20,016	)			65.00		09/20/19			(1,140	)
Exxon Mobil Corp.		7			(53,641	)			77.50		07/19/19			(574	)
Facebook, Inc., Class A		5			(96,500	)			175.00		09/20/19			(11,385	)
FedEx Corp.		3			(49,257	)			175.00		07/19/19			(225	)
General Mills, Inc.		5			(26,260	)			52.50		07/19/19			(390	)
Genuine Parts Co.		20			(207,160	)			105.00		08/16/19			(4,140	)
Halliburton Co.		100			(227,400	)			22.50		08/16/19			(16,000	)
Halliburton Co.		3			(6,822	)			25.00		09/20/19			(213	)
Hasbro, Inc.		3			(31,704	)			110.00		08/16/19			(1,140	)
HCA Healthcare, Inc.		25			(337,925	)			135.00		09/20/19			(18,250	)
HD Supply Holdings, Inc.		15			(60,420	)			40.00		09/20/19			(3,225	)
Honeywell International, Inc.		3			(52,377	)			180.00		09/20/19			(1,050	)
Intel Corp.		7			(33,509	)			45.00		08/16/19			(2,730	)
International Business Machines Corp.		3			(41,370	)			135.00		08/16/19			(2,022	)
International Paper Co.		3			(12,996	)			45.00		07/19/19			(138	)
Ionis Pharmaceuticals, Inc.		6			(38,562	)			65.00		08/16/19			(2,640	)
JPMorgan Chase & Co.		3			(33,540	)			110.00		07/19/19			(900	)
Juniper Networks, Inc.		8			(21,304	)			28.00		07/19/19			(168	)
Kimberly-Clark Corp.		3			(39,984	)			125.00		07/19/19			(2,850	)
Kohl’s Corp.		30			(142,650	)			60.00		07/19/19			(120	)

60 Annual Report  |  June 30, 2019  

Managed Volatility Fund
SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Description	Number of Contracts		Notional Amount				Exercise Price			Expiration Date		Value
Exchange Traded Call Options Written (continued)
Kohl’s Corp.		20		$	(95,100	)		$	65.00		07/19/19		$	(60	)
Kroger Co. (The)		3			(6,513	)			26.00		07/19/19			(3	)
Macy’s, Inc.		10			(21,460	)			22.00		08/16/19			(1,060	)
Marathon Petroleum Corp.		5			(27,940	)			50.00		07/26/19			(3,100	)
Mastercard, Inc., Class A		3			(79,359	)			240.00		07/19/19			(6,930	)
Merck & Co., Inc.		7			(58,695	)			80.00		07/19/19			(3,010	)
MetLife, Inc.		60			(298,020	)			45.00		07/19/19			(28,800	)
Micron Technology, Inc.		143			(551,837	)			36.00		07/19/19			(46,475	)
Micron Technology, Inc.		12			(46,308	)			35.00		09/20/19			(6,660	)
Microsoft Corp.		9			(120,564	)			130.00		08/16/19			(6,435	)
Morgan Stanley		7			(30,667	)			45.00		08/02/19			(791	)
NIKE, Inc., Class B		5			(41,975	)			85.00		07/19/19			(615	)
Northrop Grumman Corp.		3			(96,933	)			315.00		08/02/19			(4,980	)
Omnicom Group, Inc.		3			(24,585	)			85.00		07/19/19			(330	)
Oracle Corp.		3			(17,091	)			55.00		09/20/19			(1,002	)
PayPal Holdings, Inc.		3			(34,338	)			115.00		07/19/19			(801	)
PepsiCo, Inc.		3			(39,339	)			130.00		07/19/19			(900	)
Pfizer, Inc.		8			(34,656	)			42.00		07/19/19			(1,288	)
Progressive Corp. (The)		4			(31,972	)			80.00		08/16/19			(1,080	)
Prudential Financial, Inc.		32			(323,200	)			100.00		09/20/19			(14,944	)
QUALCOMM, Inc.		4			(30,428	)			80.00		07/19/19			(340	)
Ross Stores, Inc.		3			(29,736	)			100.00		08/16/19			(744	)
salesforce.com, Inc.		4			(60,692	)			160.00		08/16/19			(1,096	)
Simon Property Group, Inc.		3			(47,928	)			180.00		07/19/19			(21	)
Southwest Airlines Co.		4			(20,312	)			55.00		09/20/19			(400	)
State Street Corp.		3			(16,818	)			65.00		08/16/19			(69	)
Steel Dynamics, Inc.		25			(75,500	)			30.00		08/16/19			(4,250	)
TD Ameritrade Holding Corp.		35			(174,720	)			55.00		08/16/19			(1,050	)
Texas Instruments, Inc.		3			(34,428	)			114.00		08/02/19			(1,560	)
United Technologies Corp.		3			(39,060	)			130.00		08/02/19			(1,140	)
Visa, Inc., Class A		4			(69,420	)			165.00		07/19/19			(3,380	)
Walmart, Inc.		3			(33,147	)			100.00		07/19/19			(3,225	)
Walt Disney Co. (The)		3			(41,892	)			145.00		09/20/19			(1,095	)
Wells Fargo & Co.		12			(56,784	)			50.00		07/19/19			(312	)
Xilinx, Inc.		29			(341,968	)			105.00		07/19/19			(35,931	)
Total Exchange Traded Call Options Written (Premiums received $(262,098))													$	(359,568	)

www.bridgeway.com 61

Managed Volatility Fund
SCHEDULE OF INVESTMENTS(continued)

Summary of inputs used to value the Fund’s investments as of 06/30/2019 (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	$	18,634,042	$	—	$	—	$	18,634,042
U.S. Government Obligations		—		8,969,341		—		8,969,341
Money Market Fund		—		1,797,624		—		1,797,624
TOTAL	$	18,634,042	$	10,766,965	$	—	$	29,401,007

	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	$	(442,924	)	$	(67,991)	$	—	$	(510,915	)
TOTAL	$	(442,924	)	$	(67,991)	$	—	$	(510,915	)

See Notes to Financial Statements.

62 Annual Report  |  June 30, 2019  

THIS PAGE INTENTIONALLY LEFT BLANK

www.bridgeway.com 63

STATEMENTS OF ASSETS AND LIABILITIES

June 30, 2019

ASSETS	Aggressive Investors 1			Ultra-Small Company
Investments at value	$	183,041,132		$	79,894,862
Cash		-			-
Receivables:
Portfolio securities sold		-			22,622
Fund shares sold		1,356			100
Dividends and interest		161,406			51,399
Receivable from investment adviser		-			-
Deposits with brokers		-			-
Prepaid expenses		27,511			9,895
Total assets		183,231,405			79,978,878
LIABILITIES
Payables:
Portfolio securities purchased		-			-
Fund shares redeemed		146,023			-
Due to custodian		-			-
Loan payable		-			192,000
Payable upon return of securities loaned		1,631,234			5,682,874
Accrued Liabilities:
Investment adviser fees		1,111			53,405
Administration fees		4,211			1,718
Directors’ fees		496			220
Other		81,750			43,249
Put options written at value		-			-
Call options written at value		-			-
Total liabilities		1,864,825			5,973,466
NET ASSETS	$	181,366,580		$	74,005,412
NET ASSETS REPRESENT
Paid-in capital	$	184,476,526		$	80,105,809
Distributable earnings(a)		(3,109,946	)		(6,100,397	)
NET ASSETS	$	181,366,580		$	74,005,412
Shares of common stock outstanding of $.001 par value(b)		2,924,803			3,062,542
Net asset value, offering price and redemption price per share	$	62.01		$	24.16
Total investments at cost	$	174,321,163		$	86,303,262
Premiums received on put options written	$	-		$	-
Premiums received on call options written	$	-		$	-

(a) Effective December 31, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule6-04.17 of RegulationS-X and discloses total distributable earnings. See Note 2 for further details.

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

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

See Notes to Financial Statements.

64 Annual Report  |  June 30, 2019

Ultra-Small     Company Market		Small-Cap Growth		Small-Cap Value			Blue Chip		Managed Volatility		��
	$258,125,480	$	43,443,594	$	52,831,109		$	505,473,035	$	29,401,007
	-		-		4,830			-		-
	4,273,937		124,807		-			222,847		714,757
	43,865		3,560		1,082			168,744		-
	228,192		7,657		44,246			230,738		15,853
	-		-		-			88,980		-
	-		-		-			-		1,080,131
	31,882		10,062		10,655			60,181		16,224
	262,703,356		43,589,680		52,891,922			506,244,525		31,227,972
	1,350,534		-		-			684,675		-
	177,719		21,556		39,202			389,422		15,179
	-		8,913		-			-		-
	31,000		193,000		-			-		-
	24,535,439		1,228,325		3,141,308			-		-
	102,958		12,486		15,078			-		5,399
	5,736		977		1,152			13,536		728
	815		125		152			1,466		81
	127,936		39,052		43,269			126,854		38,680
	-		-		-			-		151,347
	-		-		-			-		359,568
	26,332,137		1,504,434		3,240,161			1,215,953		570,982
	$236,371,219	$	42,085,246	$	49,651,761		$	505,028,572	$	30,656,990
	$211,764,622	$	41,511,133	$	54,584,090		$	198,013,094	$	24,408,985
	24,606,597		574,113		(4,932,329	)		307,015,478		6,248,005
	$236,371,219	$	42,085,246	$	49,651,761		$	505,028,572	$	30,656,990
	20,837,015		1,733,014		2,452,760			33,702,074		2,037,365
	$       11.34(c)	$	24.28	$	20.24		$	14.99	$	15.05
	$233,477,698	$	41,101,756	$	54,651,621		$	242,858,637	$	22,828,647
	$                   -	$	-	$	-		$	-	$	164,315
	$                   -	$	-	$	-		$	-	$	262,098

www.bridgeway.com 65

STATEMENTS OF OPERATIONS

Year Ended June 30, 2019

	Aggressive Investors 1				Ultra-Small Company				Ultra-Small Company Market
INVESTMENT INCOME
Dividends		$	3,610,710			$	1,503,521			$   3,005,938
Less: foreign taxes withheld			(47,234	)			-			(514	)
Interest			18,900				11,533			15,854
Securities lending			41,025				384,395			1,989,069
Total Investment Income			3,623,401				1,899,449			5,010,347
EXPENSES
Investment advisory fees - Base fees			1,745,086				771,146			1,578,055
Investment advisory fees - Performance adjustment			(1,610,301	)			-			-
Administration fees			51,176				22,601			83,067
Accounting fees			73,421				64,168			113,612
Transfer agent fees			125,932				59,714			103,235
Audit fees			23,033				14,904			29,930
Legal fees			28,032				12,512			46,750
Custody fees			6,698				10,972			21,562
Blue sky fees			25,340				10,896			24,900
Directors’ and officers’ fees			20,775				8,867			32,586
Shareholder servicing fees			110,110				23,700			280,390
Reports to shareholders			28,874				19,832			44,040
Miscellaneous expenses			43,583				19,709			62,797
Total Expenses			671,759				1,039,021			2,420,924
Less investment advisory fees waived			-				-			(53,790	)
Net Expenses			671,759				1,039,021			2,367,134
NET INVESTMENT INCOME (LOSS)			2,951,642				860,428			2,643,213
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments			(11,831,532	)			(160,937	)		10,012,500
Written options			-				-			-
Futures contracts			-				-			-
Foreign Currency			5,660				-			-
Net Realized Gain (Loss)			(11,825,872	)			(160,937	)		10,012,500
Change in Unrealized Appreciation (Depreciation) on:
Investments			(8,208,119	)			(14,307,616	)		(79,246,838	)
Written options			-				-			-
Net Change in Unrealized Appreciation (Depreciation)			(8,208,119	)			(14,307,616	)		(79,246,838	)
Net Realized and Unrealized Gain (Loss) on Investments			(20,033,991	)			(14,468,553	)		(69,234,338	)
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$	(17,082,349	)		$	(13,608,125	)		$(66,591,125	)

See Notes to Financial Statements.

66 Annual Report  |  June 30, 2019

Small-Cap Growth			Small-Cap Value			Blue Chip			Managed Volatility
	$    358,293		$	1,663,227		$	13,966,039		$	381,186
	-			(1,178	)		-			(212	)
	4,823			9,924			1,989			252,989
	47,103			46,068			-			87
	410,219			1,718,041			13,968,028			634,050
	292,125			354,149			459,860			190,274
	4,352			(26,263	)		-			-
	12,848			15,562			152,366			8,413
	55,716			58,293			121,138			64,987
	58,803			64,567			68,477			36,898
	12,296			12,904			42,319			16,167
	7,189			8,727			158,046			4,545
	5,613			5,087			11,791			5,551
	22,940			22,568			37,016			22,667
	5,041			6,079			62,626			3,179
	30,953			33,467			77,658			20,190
	19,253			20,275			121,547			16,583
	11,683			15,120			109,943			4,557
	538,812			590,535			1,422,787			394,011
	(80,851	)		(35,202	)		(560,438	)		(95,984	)
	457,961			555,333			862,349			298,027
	(47,742	)		1,162,708			13,105,679			336,023
	(218,258	)		(3,088,648	)		68,602,183			96,532
	-			-			-			891,998
	-			-			-			(419,975	)
	-			-			-			-
	(218,258	)		(3,088,648	)		68,602,183			568,555
	(5,797,297	)		(9,795,116	)		1,846,454			(273,838	)
	-			-			-			(90,015	)
	(5,797,297	)		(9,795,116	)		1,846,454			(363,853	)
	(6,015,555	)		(12,883,764	)		70,448,637			204,702
	$(6,063,297	)	$	(11,721,056	)	$	83,554,316		$	540,725

www.bridgeway.com 67

STATEMENTS OF CHANGES IN NET ASSETS

	Aggressive Investors 1						Ultra-Small Company
	Year Ended June 30,						Year Ended June 30,
	2019			2018			2019			2018
OPERATIONS
Net investment income (loss)	$	2,951,642		$	732,685		$	860,428		$	(135,877	)
Net realized gain (loss) on investments		(11,825,872	)		12,329,001			(160,937	)		9,407,702
Net change in unrealized appreciation (depreciation) on investments		(8,208,119	)		12,741,483			(14,307,616	)		(881,449	)
Net increase (decrease) in net assets resulting from operations		(17,082,349	)		25,803,169			(13,608,125	)		8,390,376
DISTRIBUTIONS:
From net investment income and net realized gains(a)		(17,842,416	)		-			(8,976,806	)		(1,914,548	)
Net decrease in net assets from distributions(b)		(17,842,416	)		-			(8,976,806	)		(1,914,548	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		2,826,662			5,854,674			1,238,828			1,024,003
Reinvestment of distributions		17,139,212			-			8,375,017			1,769,198
Cost of shares redeemed		(31,236,846	)		(28,168,849	)		(9,777,274	)		(13,499,110	)
Redemption fees		-			-			-			-
Net increase (decrease) in net assets resulting from share transactions		(11,270,972	)		(22,314,175	)		(163,429	)		(10,705,909	)
Net increase (decrease) in net assets		(46,195,737	)		3,488,994			(22,748,360	)		(4,230,081	)
NET ASSETS:
Beginning of year		227,562,317			224,073,323			96,753,772			100,983,853
End of year(c)	$	181,366,580		$	227,562,317		$	74,005,412		$	96,753,772
SHARES ISSUED & REDEEMED
Issued		46,127			79,909			47,786			33,925
Distributions reinvested		322,773			-			369,758			59,509
Redeemed		(517,228	)		(383,079	)		(366,637	)		(443,586	)
Net increase (decrease)		(148,328	)		(303,170	)		50,907			(350,152	)
Outstanding at beginning of year		3,073,131			3,376,301			3,011,635			3,361,787
Outstanding at end of year		2,924,803			3,073,131			3,062,542			3,011,635

(a) For the year ended June 30, 2018, the distributions to shareholders from net investment income were $0, $1,299,999, $449,185, $98,928, and $547,906, and net realized gains were $0, $614,549, $43,056,482, $0, and $0 for Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth and Small-Cap Value Funds, respectively.

(b) Effective December 31, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X. See Note 2 for further details.

(c) The balance as of June 30, 2018, includes $603,857, $(6,026), $1,740,562, $173,020, and $464,975 of undistributed net investment income (loss) for Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, and Small-Cap Value, respectively.

See Notes to Financial Statements.

68 Annual Report  |  June 30, 2019  

Ultra-Small Company Market						Small-Cap Growth						Small-Cap Value
Year Ended June 30,						Year Ended June 30,						Year Ended June 30,
2019			2018			2019			2018			2019			2018
$	2,643,213		$	1,891,928		$	(47,742	)	$	173,023		$	1,162,708		$	464,982
	10,012,500			42,623,829			(218,258	)		7,272,557			(3,088,648	)		10,753,725
	(79,246,838	)		23,216,969			(5,797,297	)		2,400,796			(9,795,116	)		429,349
	(66,591,125	)		67,732,726			(6,063,297	)		9,846,376			(11,721,056	)		11,648,056
	(37,857,578	)		(43,505,667	)		(4,528,900	)		(98,928	)		(9,164,909	)		(547,906	)
	(37,857,578	)		(43,505,667	)		(4,528,900	)		(98,928	)		(9,164,909	)		(547,906	)
	36,606,492			29,455,134			3,609,014			6,059,966			4,577,457			4,835,839
	36,666,837			41,869,482			4,410,107			95,874			8,787,349			525,341
	(110,698,074	)		(69,611,584	)		(10,814,122	)		(6,974,363	)		(12,143,617	)		(9,125,499	)
	100,303			14,360			-			-			-			-
	(37,324,442	)		1,727,392			(2,795,001	)		(818,523	)		1,221,189			(3,764,319	)
	(141,773,145	)		25,954,451			(13,387,198	)		8,928,925			(19,664,776	)		7,335,831
	378,144,364			352,189,913			55,472,444			46,543,519			69,316,537			61,980,706
$	236,371,219		$	378,144,364		$	42,085,246		$	55,472,444		$	49,651,761		$	69,316,537
	2,955,119			1,963,750			126,783			216,113			172,771			170,722
	3,508,788			3,025,252			194,879			3,546			453,658			20,268
	(9,539,072	)		(4,661,379	)		(417,997	)		(257,898	)		(515,773	)		(346,128	)
	(3,075,165	)		327,623			(96,335	)		(38,239	)		110,656			(155,138	)
	23,912,180			23,584,557			1,829,349			1,867,588			2,342,104			2,497,242
	20,837,015			23,912,180			1,733,014			1,829,349			2,452,760			2,342,104

www.bridgeway.com 69

STATEMENTS OF CHANGES IN NET ASSETS

	Blue Chip						Managed Volatility
	Year Ended June 30,						Year Ended June 30,
	2019			2018			2019			2018
OPERATIONS
Net investment income	$	13,105,679		$	12,438,959		$	336,023		$	215,935
Net realized gain on investments		68,602,183			37,821,971			568,555			1,879,183
Net change in unrealized appreciation (depreciation) on investments		1,846,454			14,695,536			(363,853	)		197,322
Net increase in net assets resulting from operations		83,554,316			64,956,466			540,725			2,292,440
DISTRIBUTIONS:
From net investment income and net realized gains(a)		(64,810,534	)		(27,402,645	)		(1,895,822	)		(194,557	)
Net decrease in net assets from distributions(b)		(64,810,534	)		(27,402,645	)		(1,895,822	)		(194,557	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		77,791,859			98,026,171			3,893,273			3,971,588
Reinvestment of distributions		59,566,051			25,719,282			1,794,927			181,357
Cost of shares redeemed		(218,586,219	)		(144,688,020	)		(6,492,503	)		(9,957,718	)
Net decrease in net assets resulting from share transactions		(81,228,309	)		(20,942,567	)		(804,303	)		(5,804,773	)
Net increase (decrease) in net assets		(62,484,527	)		16,611,254			(2,159,400	)		(3,706,890	)
NET ASSETS:
Beginning of year		567,513,099			550,901,845			32,816,390			36,523,280
End of year(c)	$	505,028,572		$	567,513,099		$	30,656,990		$	32,816,390
SHARES ISSUED & REDEEMED
Issued		5,333,074			6,741,303			258,675			256,503
Distributions reinvested		4,639,100			1,779,881			126,493			11,807
Redeemed		(15,099,653	)		(9,878,238	)		(431,848	)		(653,621	)
Net decrease		(5,127,479	)		(1,357,054	)		(46,680	)		(385,311	)
Outstanding at beginning of year		38,829,553			40,186,607			2,084,045			2,469,356
Outstanding at end of year		33,702,074			38,829,553			2,037,365			2,084,045

(a) For the year ended June 30, 2018, the distributions to shareholders from net investment income were $11,665,340 and $194,557, and net realized gains were $15,737,305 and $0 for Blue Chip and Managed Volatility Funds, respectively.

(b) Effective December 31, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X. See Note 2 for further details.

(c) The balance as of June 30, 2018, includes $4,947,291 and $201,988 of undistributed net investment income for Blue Chip and Managed Volatility, respectively.

See Notes to Financial Statements.

70 Annual Report  |  June 30, 2019  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

AGGRESSIVE INVESTORS 1

	Year Ended June 30
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$74.05	$66.37	$54.75	$59.15	$56.69
Income from Investment Operations:
Net Investment Income (Loss)(a)	0.98	0.23	(0.14)	0.31	0.02
Net Realized and Unrealized Gain (Loss)	(6.93)	7.45	12.12	(4.69)	2.56
Total from Investment Operations	(5.95)	7.68	11.98	(4.38)	2.58
Less Distributions to Shareholders from:
Net Investment Income	(1.21)	-	(0.36)	(0.02)	(0.12)
Net Realized Gain	(4.88)	-	-	-	-
Total Distributions	(6.09)	-	(0.36)	(0.02)	(0.12)
Net Asset Value, End of Year	$62.01	$74.05	$66.37(b)	$54.75	$59.15
Total Return	(6.67%)	11.57%(b)	21.90%(b)	(7.40%)	4.57%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$181,367	$227,562	$224,073	$207,229	$248,046
Expenses Before Waivers and Reimbursements	0.35%(c)	0.96%	1.66%	0.63%(c)	1.32%
Expenses After Waivers and Reimbursements	0.35%	0.96%	1.66%	0.63%	1.32%
Net Investment Income (Loss) After Waivers and Reimbursements	1.52%	0.31%	(0.23%)	0.58%	0.04%
Portfolio Turnover Rate	102%	105%	153%	124%	107%

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

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States; consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(c) For the year ended June 30, 2019 and June 30, 2016 the expense ratios were significantly lower than in other 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.

www.bridgeway.com 71

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

ULTRA-SMALL COMPANY

		Year Ended June 30
		2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year		$32.13	$30.04	$25.99	$30.37	$41.83
Income from Investment Operations:
Net Investment Income (Loss)(a)		0.28	(0.04)	0.32	0.28	0.24
Net Realized and Unrealized Gain (Loss)		(5.14)	2.73	4.06	(4.39)	(3.53)
Total from Investment Operations		(4.86)	2.69	4.38	(4.11)	(3.29)
Less Distributions to Shareholders from:
Net Investment Income		(0.01)	(0.41)	(0.33)	(0.27)	(0.30)
Net Realized Gain		(3.10)	(0.19)	-	-	(7.87)
Total Distributions		(3.11)	(0.60)	(0.33)	(0.27)	(8.17)
Net Asset Value, End of Year		$24.16	$32.13	$30.04	$25.99	$30.37
Total Return		(14.48)%	9.13%	16.88%	(13.53)%	(7.60)%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	��	$74,005	$96,754	$100,984	$101,451	$127,717
Expenses Before Waivers and Reimbursements		1.21%	1.18%	1.18%	1.17%	1.11%
Expenses After Waivers and Reimbursements		1.21%	1.18%	1.18%	1.17%	1.11%
Net Investment Income (Loss) After Waivers and Reimbursements		1.00%	(0.14%)	1.14%	1.05%	0.68%
Portfolio Turnover Rate		93%	89%	113%	101%	90%

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

See Notes to Financial Statements.

72 Annual Report  |  June 30, 2019  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

ULTRA-SMALL COMPANY MARKET

	Year Ended June 30
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$15.81	$14.93	$12.77	$16.18	$17.46
Income from Investment Operations:
Net Investment Income(a)	0.11	0.08	0.17	0.12	0.12
Net Realized and Unrealized Gain (Loss)	(2.93)	2.76	3.18	(1.87)	0.38
Total from Investment Operations	(2.82)	2.84	3.35	(1.75)	0.50
Less Distributions to Shareholders from:
Net Investment Income	(0.08)	(0.02)	(0.15)	(0.13)	(0.14)
Net Realized Gain	(1.57)	(1.94)	(1.04)	(1.53)	(1.64)
Total Distributions	(1.65)	(1.96)	(1.19)	(1.66)	(1.78)
Paid-in Capital from Redemption Fees(a)	0.00(b)	0.00(b)	0.00(b)	0.00(b)	0.00(b)
Net Asset Value, End of Year	$11.34	$15.81	$14.93	$12.77	$16.18
Total Return	(16.98%)(c)	20.86%(c)	26.61%(c)	(10.83%)(c)	3.72%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$236,371	$378,144	$352,190	$331,535	$402,853
Expenses Before Waivers and Reimbursements	0.77%	0.75%	0.76%	0.75%	0.73%
Expenses After Waivers and Reimbursements	0.75%	0.75%	0.75%	0.75%	0.73%
Net Investment Income After Waivers and Reimbursements	0.84%	0.52%	1.21%	0.91%	0.74%
Portfolio Turnover Rate	38%	35%	31%	41%	32%

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

(b) Amount represents less than $0.005.

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

See Notes to Financial Statements.

www.bridgeway.com 73

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

SMALL-CAP GROWTH

	Year Ended June 30
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$30.32	$24.92	$20.33	$21.17	$18.68
Income from Investment Operations:
Net Investment Income (Loss)(a)	(0.03)	0.09	0.06	0.07	(0.01)
Net Realized and Unrealized Gain (Loss)	(3.43)	5.36	4.60	(0.91)	2.51
Total from Investment Operations	(3.46)	5.45	4.66	(0.84)	2.50
Less Distributions to Shareholders from:
Net Investment Income	(0.10)	(0.05)	(0.07)	-	(0.01)
Net Realized Gain	(2.48)	-	-	-	-
Total Distributions	(2.58)	(0.05)	(0.07)	-	(0.01)
Net Asset Value, End of Year	$24.28	$30.32	$24.92	$20.33	$21.17
Total Return(b)	(10.81%)	21.91%	22.97%	(3.97%)	13.41%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$42,085	$55,472	$46,544	$36,394	$36,801
Expenses Before Waivers and Reimbursements	1.11%	1.08%	1.16%	1.20%	1.08%
Expenses After Waivers and Reimbursements	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income (Loss) After Waivers and Reimbursements	(0.10%)	0.35%	0.24%	0.36%	(0.07%)
Portfolio Turnover Rate	102%	122%	136%	137%	123%

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

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

See Notes to Financial Statements.

74 Annual Report  |  June 30, 2019  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

SMALL-CAP VALUE

	Year Ended June 30
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$29.60	$24.82	$20.87	$22.40	$23.06
Income from Investment Operations:
Net Investment Income(a)	0.47	0.20	0.22	0.29	0.29
Net Realized and Unrealized Gain (Loss)	(5.72)	4.81	3.97	(1.43)	(0.78)
Total from Investment Operations	(5.25)	5.01	4.19	(1.14)	(0.49)
Less Distributions to Shareholders from:
Net Investment Income	(0.74)	(0.23)	(0.24)	(0.39)	(0.17)
Net Realized Gain	(3.37)	-	-	-	-
Total Distributions	(4.11)	(0.23)	(0.24)	(0.39)	(0.17)
Net Asset Value, End of Year	$20.24	$29.60	$24.82	$20.87	$22.40
Total Return(b)	(17.12%)	20.32%	20.08%	(5.02%)	(2.10%)
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$49,652	$69,317	$61,981	$58,741	$73,241
Expenses Before Waivers and Reimbursements	1.00%	0.94%	0.98%	1.03%	0.98%
Expenses After Waivers and Reimbursements	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income After Waivers and Reimbursements	1.97%	0.74%	0.95%	1.41%	1.30%
Portfolio Turnover Rate	84%	78%	77%	62%	74%

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

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

See Notes to Financial Statements.

www.bridgeway.com 75

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

BLUE CHIP

	Year Ended June 30
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$14.62	$13.71	$12.28	$11.81	$11.39
Income from Investment Operations:
Net Investment Income(a)	0.34	0.31	0.30	0.28	0.26
Net Realized and Unrealized Gain	1.75	1.33	1.44	0.49	0.39
Total from Investment Operations	2.09	1.64	1.74	0.77	0.65
Less Distributions to Shareholders from:
Net Investment Income	(0.31)	(0.31)	(0.31)	(0.30)	(0.23)
Net Realized Gain	(1.41)	(0.42)	-	-	-
Total Distributions	(1.72)	(0.73)	(0.31)	(0.30)	(0.23)
Net Asset Value, End of Year	$14.99	$14.62	$13.71	$12.28	$11.81
Total Return(b)	16.26%	11.98%	14.33%	6.60%	5.77%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$505,029	$567,513	$550,902	$571,644	$600,823
Expenses Before Waivers and Reimbursements	0.25%	0.22%	0.25%	0.25%	0.23%
Expenses After Waivers and Reimbursements	0.15%	0.15%	0.15%	0.15%	0.15%
Net Investment Income After Waivers and Reimbursements	2.28%	2.17%	2.30%	2.42%	2.19%
Portfolio Turnover Rate	20%	14%	17%	23%	19%

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

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

See Notes to Financial Statements.

76 Annual Report  |  June 30, 2019  

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

MANAGED VOLATILITY

	Year Ended June 30
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$15.75	$14.79	$14.20	$14.05	$13.94
Income from Investment Operations:
Net Investment Income(a)	0.16	0.10	0.06	0.04	0.00(b)
Net Realized and Unrealized Gain	0.06	0.95	0.59	0.11	0.13
Total from Investment Operations	0.22	1.05	0.65	0.15	0.13
Less Distributions to Shareholders from:
Net Investment Income	(0.31)	(0.09)	(0.06)	0.00(b)	(0.02)
Net Realized Gain	(0.61)	-	-	-	-
Total Distributions	(0.92)	(0.09)	(0.06)	0.00(b)	(0.02)
Net Asset Value, End of Year	$15.05	$15.75	$14.79	$14.20	$14.05
Total Return(c)	1.74%	7.11%	4.59%	1.10%	0.92%
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$30,657	$32,816	$36,523	$57,586	$59,008
Expenses Before Waivers and Reimbursements	1.24%	1.20%	1.12%	1.06%	1.04%
Expenses After Waivers and Reimbursements	0.94%	0.94%	0.94%	0.94%	0.94%
Net Investment Income After Waivers and Reimbursements	1.06%	0.64%	0.42%	0.31%	0.03%
Portfolio Turnover Rate	69%	50%	50%	54%	38%

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

(b) Amount represents less than $0.005.

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

See Notes to Financial Statements.

www.bridgeway.com 77

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

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 nine investment funds as of June 30, 2019. Effective May 31, 2019, the name of the Blue Chip 35 Index Fund was changed to Blue Chip Fund. The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value, Blue Chip and Managed Volatility Funds are presented in this report (each is referred to as a “Fund” and collectively, the “Funds”). The Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds are included in a separate report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of June 30, 2019, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip 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 Growth, and Small-Cap Value Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

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

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 Growth and Small-Cap Value Funds seek to provide a long-term total return on capital, primarily through capital appreciation.

The Blue Chip 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”). Each Fund is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies.

New Accounting PronouncementsThe SEC recently adopted changes to Regulation S-X to simplify the reporting of information by registered investment companies in financial statements. The amendments require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and also require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, if any, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets. These Regulation S-X amendments are reflected in the Fund’s financial statements for the year ended June 30, 2019.

Securities, Options, Futures and Other Investments ValuationOther 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,

78 Annual Report  |  June 30, 2019  

NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2019

the securities are valued based on the NASDAQ Official Closing Price (“NOCP”). In the absence of recorded sales on their primary exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions.

Fixed income securities are valued on the basis 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.

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 Fidelity Investments Money Market Government Portfolio - Class I, which is held by each Fund, invests primarily in securities that are valued at amortized cost. Therefore, this investment is classified as a Level 2 investment.

● 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.

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The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of June 30, 2019 is included with each Fund’s Schedule of Investments.

Details regarding material transfers into, and material transfers out of, Level 3, if any, can be found at the end of each Schedule of Investments for Funds that held Level 3 securities.

Securities LendingUpon lending its securities to third parties, each participating Fund receives compensation in the form of fees. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. The remaining contractual maturity of all securities lending transactions is overnight and continuous. Each Fund has the right under the lending agreement to recover the securities from the borrower on demand. Additionally, a Fund does not have the right to sell or re-pledge collateral received in the form of securities unless the borrower goes into default. The risks to a Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due, resulting in a loss. Under the terms of the Securities Lending Agreement, the Funds are indemnified for such losses by the securities lending agent.

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

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

The market value of securities on loan, all of which are classified as common stocks in the Funds’ Schedules of Investments, and the value of the related collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value. During the year ended June 30, 2019 the Blue Chip Fund did not have any securities lending transactions.

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The following table is a summary of the Funds’ securities loaned and related collateral, which are subject to a netting agreement as of June 30, 2019:

							Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Gross Amounts of Recognized Assets1		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments	Collateral Received2		Net Amount
Aggressive Investors 1
Securities lending	$	1,612,837		-		$  1,612,837	-	$	1,612,837		-
Ultra-Small Company
Securities lending	$	5,628,761		-		$  5,628,761	-	$	5,628,761		-
Ultra-Small Company Market
Securities lending	$	24,435,122		-		$24,435,122	-	$	24,435,122		-
Small-Cap Growth
Securities lending	$	1,190,210		-		$  1,190,210	-	$	1,190,210		-
Small-Cap Value
Securities lending	$	3,076,362		-		$  3,076,362	-	$	3,076,362		-

¹  Securities loaned with a value of $854,698 in Ultra-Small Company Market have been sold and are pending settlement on July 2, 2019.

²  Collateral with a value of $1,631,234, $5,682,874, $24,535,439, $1,228,325, and $3,141,308 has been received in connection with securities lending of Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, and Small-Cap Value, 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 June 30, 2019 the collateral consisted of an institutional government money market fund.

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

Concentrations of Credit RiskThe Funds maintain cash and securities in its custody account maintained by a high-credit, quality financial institution. Cash balances may, at times, exceed the FDIC insurance limit. Cash balances are generally invested in a short-term investment vehicle, which minimizes the risk of cash balances exceeding the FDIC insurance limit.

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

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

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

Derivatives

The Funds’ use of derivatives for the year ended June 30, 2019 was limited to futures contracts, purchased options, and written options. The following is a summary of how these derivatives are treated in the financial statements and their impact on the Funds, categorized by primary underlying risk.

Primary Underlying           Risk/Fund	Derivative Assets		Derivative Liabilities		Location on Statement of Assets and Liabilities
Equity Risk
Managed Volatility:
Written Put Options		-		$151,347	Put options written at value
Written Call Options		-		359,568	Call options written at value

Primary Underlying           Risk/Fund	Amount of Realized Gain (Loss) on Derivatives		Amount of Unrealized Gain (Loss) on Derivatives		Location of Gain (Loss) in the Statement of Operations
Equity Risk
Managed Volatility:
Written Options		$ 891,998			Realized Gain (Loss) on Written Options
					Change in Unrealized Appreciation
				$(90,015)	(Depreciation) on Written Options
Futures Contracts		$(419,975)		-	Realized Gain (Loss) on Futures Contracts

The derivative instruments outstanding as of June 30, 2019, 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 Statements of Operations, serve as indicators of the volume of derivatives activity for the Funds.

Futures ContractsThe Funds may purchase or sell financial futures contracts to hedge cash positions, manage market risk, and to dampen volatility in line with investment objectives. A futures contract is an agreement between two parties to buy or sell a financial instrument at a set price on a future date. Upon entering into such a contract, a Fund is required to pledge to the broker an amount of cash or U.S. Government securities equal to the minimum “initial margin” requirements of the exchange on which the futures contract is traded. The contract amount reflects the extent of a Fund’s exposure in these financial instruments. A Fund’s participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of futures contracts and movements in the price of the securities hedged or used for cover. Pursuant to a contract, such Fund agrees to receive from, or pay to, the broker an amount of cash equal to the fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and are recorded by a Fund as unrealized appreciation or depreciation. When a contract is closed, a Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. With futures, there is minimal counterparty risk to the Funds, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. As of June 30, 2019, the Funds had no open futures contracts.

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

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or if such Fund enters into a closing purchase transaction, that Fund realizes a gain (or a loss if the cost of a closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such options is extinguished. If a call option that a Fund has written is assigned, such Fund realizes a gain or loss from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a put option that a Fund has written is assigned, the amount of the premium originally received reduces the cost of the security that such Fund purchased upon exercise of the option. Buying calls increases a Fund’s exposure to the underlying security to the extent of any premium paid. Buying puts on a stock market index tends to limit a Fund’s exposure to a stock market decline. All options purchased by the Funds were listed on exchanges and considered liquid positions with readily available market quotes.

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

Outstanding written options as of June 30, 2019 for the Managed Volatility Fund are included in the Schedule of Investments. The Aggressive Investors 1 Fund had no transactions in written options during the year ended June 30, 2019.

IndemnificationUnder 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 when the Fund’s net assets range from $27,500,000 to $55,000,000, the advisory fee will be determined as if the Fund had $55,000,000 under management. This is limited to a maximum annualized expense ratio of 1.49% of average net assets.

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

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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 each Fund’s average daily net assets.

The Performance Adjustment equals 0.33% times the difference in cumulative total return between the Fund and the Russell 2000 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%.

Blue Chip: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 June 30, 2019. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

Bridgeway Fund	Expense Limitation		Total Waivers and Reimbursements for Year Ended 06/30/19
Aggressive Investors 1		1.75%		$           -
Ultra-Small Company		1.85%		-
Ultra-Small Company Market		0.75%		53,790
Small-Cap Growth		0.94%		80,851
Small-Cap Value		0.94%		35,202
Blue Chip		0.15%		560,438
Managed Volatility		0.94%		95,984

Other Related Party Transactions:The Funds will engage in inter-portfolio trades when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales during the year ended June 30, 2019 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio     Sales
Aggressive Investors 1	$	-		$  3,704,500
Ultra-Small Company		9,770,464		12,704,573
Ultra-Small Company Market		15,027,353		14,699,486
Small-Cap Growth		3,367,169		1,325,439
Small-Cap Value		2,245,286		2,518,884

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

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aggregate annual fee of $775,000, payable in equal monthly installments. For the allocation of this expense to each of the Funds, please see the Statements of Operations.

Board of Directors CompensationEffective November 8, 2018, Independent Directors are paid an annual retainer of $20,000, with an additional retainer of $5,000 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. In addition, Independent Directors are paid $11,000 per meeting for meeting fees. Prior to November 8, 2018, Independent Directors were 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, and $9,000 per meeting. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

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

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

4. Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated May 31, 2017. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares, pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the year ended June 30, 2019 were as follows:

	Purchases			Sales
Bridgeway Fund	U.S. Government	Other		U.S. Government	Other
Aggressive Investors 1	$    -	$	197,087,267	$    -	$	224,294,128
Ultra-Small Company	-		79,287,762	-		86,764,882
Ultra-Small Company Market	-		118,475,864	-		192,799,394
Small-Cap Growth	-		49,154,028	-		55,888,010
Small-Cap Value	-		49,105,436	-		53,701,075
Blue Chip	-		114,928,340	-		247,411,136
Managed Volatility	-		13,720,215	-		14,642,430

6. Federal Income Taxes

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

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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 June 30, 2019, were as follows:

	Aggressive Investors 1			Ultra-Small Company				Ultra-Small   Company Market
Gross appreciation (excess of value over tax cost)		$  20,035,434			$	7,665,317			$  57,196,891
Gross depreciation (excess of tax cost over value)		(11,315,465	)			(14,211,476	)		(32,679,978	)
Net unrealized appreciation (depreciation)		$    8,719,969			$	(6,546,159	)		$  24,516,913
Cost of investments for income tax purposes		$174,321,163			$	86,441,021			$233,608,567

	Small-Cap Growth				Small-Cap Value
Gross appreciation (excess of value over tax cost)		$	5,440,564			$	4,910,867
Gross depreciation (excess of tax cost over value)			(3,142,203	)			(6,754,548	)
Net unrealized (depreciation)		$	2,298,361			$	(1,843,681	)
Cost of investments for income tax purposes		$	41,145,233			$	54,674,790

	Blue Chip				Managed Volatility
Gross appreciation (excess of value over tax cost)		$	263,752,599			$	6,999,281
Gross depreciation (excess of tax cost over value)			(4,364,235	)			(529,008	)
Net unrealized appreciation		$	259,388,364			$	6,470,273
Cost of investments for income tax purposes		$	246,084,671			$	22,419,819

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale and straddle loss deferrals and basis adjustments on investments in business development companies, partnerships and passive foreign investment companies (PFICs).

Classifications of DistributionsNet 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, 2019 and June 30, 2018, respectively, are as follows:

	Aggressive Investors 1						Ultra-Small Company
	Year			Year			Year			Year
	Ended			Ended			Ended			Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Distributions paid from:
Ordinary Income		$	3,559,542			$    -		$	31,355		$	1,299,999
Long-Term Capital Gain			14,282,874			-			8,945,451			614,549
Total		$	17,842,416			$    -		$	8,976,806		$	1,914,548
	Ultra-Small Company Market						Small-Cap Growth
	Year			Year			Year			Year
	Ended			Ended			Ended			Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Distributions paid from:
Ordinary Income		$	1,740,331		$	449,185		$	173,020		$	98,928
Long-Term Capital Gain			36,117,247			43,056,482			4,355,880			-
Total		$	37,857,578		$	43,505,667		$	4,528,900		$	98,928

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	Small-Cap Value				Blue Chip
	Year Ended June 30, 2019		Year Ended June 30, 2018		Year Ended June 30, 2019		Year Ended June 30, 2018
Distributions paid from:
Ordinary Income		$1,650,853		$547,906		$11,830,171		$11,665,340
Long-Term Capital Gain		7,514,056		-		52,980,363		15,737,305
Total		$9,164,909		$547,906		$64,810,534		$27,402,645
	Managed Volatility
	Year Ended June 30, 2019		Year Ended June 30, 2018
Distributions paid from:
Ordinary Income		$   630,480		$194,557
Long-Term Capital Gain		1,265,342		-
Total		$1,895,822		$194,557

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the 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.

As of June 30, 2019, the following Funds had capital loss carryovers available to offset future realized capital gains which are not subject to expiration:

	Short-term		Long-Term	Total
Aggressive Investors 1		42,262	-		42,262
Small-Cap Value		693,062	-		693,062

Components of Accumulated EarningsAs of June 30, 2019, the components of accumulated earnings on a tax basis were:

	Aggressive Investors 1				Ultra-Small Company				Ultra-Small Company Market
Accumulated Net Investment Income		$	-			$	780,748			$	2,465,910
Accumulated Net Realized Gain (Loss) on Investments*			(11,829,915	)			(334,986	)			(2,376,226	)
Net Unrealized Appreciation of Investments			8,719,969				(6,546,159	)			24,516,913
Total		$	(3,109,946	)		$	(6,100,397	)		$	24,606,597

	Small-Cap Growth				Small-Cap Value
Accumulated Net Investment Income		$	-			$	-
Accumulated Net Realized Gain (Loss) on Investments*			(1,724,248	)			(3,088,648	)
Net Unrealized Appreciation of Investments			2,298,361				(1,843,681	)
Total		$	574,113			$	(4,932,329	)

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	Blue Chip			Managed Volatility
Accumulated Net Investment Income		$	5,174,345		$	-
Accumulated Net Realized Gain (Loss) on Investments*			42,452,769			(222,268	)
Net Unrealized Appreciation of Investments			259,388,364			6,470,273
Total		$	307,015,478		$	6,248,005

* Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2020. The Small-Cap Growth Fund has elected to defer qualified ordinary late year losses of ($43,278). The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Value, Blue Chip and Managed Volatility Funds have no deferred qualified ordinary late-year losses. The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value and Managed Volatility Funds have elected to defer late-year short term capital losses of ($10,983,638), ($334,986), ($2,376,226), ($1,680,970), ($2,422,773) and ($401,870). The Blue Chip Fund has no deferred late-year short term capital losses. The Aggressive Investors 1, Small-Cap Value and Managed Volatility Funds have elected to defer late-year long term capital gains/(losses) of ($804,015), $27,187 and $179,602. The Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth and Blue Chip Funds have no deferred late-year long term capital losses.

For the fiscal year June 30, 2019, the Funds recorded the following reclassifications to the accounts listed below:

	Increase (Decrease)
	Aggressive Investors 1				Ultra-Small Company				Ultra-Small Company Market
Paid-In Capital		$	(14,282,874	)		$	67,893			$	214,427
Distributable Earnings			14,282,874				(67,893	)			(214,427	)

	Increase (Decrease)
	Small-Cap Growth				Small-Cap Value
Paid-In Capital		$	(2,198,309	)		$	(7,514,056	)
Distributable Earnings			2,198,309				7,514,056
	Increase (Decrease)
	Blue Chip				Managed Volatility
Paid-In Capital		$	6,068,315			$	(189,367	)
Distributable Earnings			(6,068,315	)			189,367

The difference between book and tax components of net assets and the resulting reclassifications were primarily a result of the differing book/tax treatment of the deduction of equalization debits for tax purposes, excess distributions, the write-off of unused net operating loss, and redesignation of dividends paid and investments in 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 the individual Fund’s financial statements. The Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon, effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 12, 2019. 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 0.085% 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

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June 30, 2019

commitment fees are payable quarterly in arrears and are allocated to all participating Funds. Interest expense is charged directly to a Fund based upon actual amounts borrowed by such Fund.

For the year ended June 30, 2019, borrowings by the Funds under this line of credit were as follows:

Bridgeway Fund	Weighted Average Interest Rate			Weighted Average Loan Balance			Number of Days Outstanding		Interest Expense Incurred1			Maximum Amount Borrowed During the Period
Aggressive Investors 1		3.65	%		$	1,230,885		52		$	6,494		$	7,380,000
Ultra-Small Company		3.65	%			435,659		82			3,620			1,413,000
Ultra-Small Company Market		3.62	%			654,500		110			7,238			2,928,000
Small-Cap Growth		3.67	%			264,644		45			1,215			1,440,000
Small-Cap Value		3.62	%			297,433		30			897			943,000
Blue Chip		3.67	%			778,934		183			14,551			9,083,000
Managed Volatility		3.65	%			255,000		1			26			255,000

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

On June 30, 2019, Ultra-Small Company, Ultra-Small Company Market and Small-Cap Growth had loans outstanding in the amounts of $192,000, $31,000 and $193,000, respectively, exclusive of interest payable on the loans.

8. Redemption Fees

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

9. Subsequent Events

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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Bridgeway Funds, Inc.

and the Shareholders of Aggressive Investors 1 Fund, Ultra-Small Company Fund,

Ultra-Small Company Market Fund, Small-Cap Growth Fund, Small-Cap Value Fund,

Blue Chip Fund, and Managed Volatility Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Growth Fund, Small-Cap Value Fund, Blue Chip Fund (formerly, Blue Chip 35 Index Fund), and Managed Volatility Fund, each a series of shares of beneficial interest in Bridgeway Funds, Inc. (the “Funds”), including the schedules of investments, as of June 30, 2019, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2019, and the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended and their financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2019 by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

BBD, LLP

We have served as the auditor of one or more of the Funds in the Bridgeway Funds, Inc. since 2005.

Philadelphia, Pennsylvania

August 26, 2019

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OTHER INFORMATION (Unaudited)

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1. Shareholder Tax Information

Certain tax information regarding the Funds is required to be provided to shareholders, based upon each Fund’s income and distributions for the taxable year ended June 30, 2019. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2018.

The Funds report the following items with regard to distributions paid during the fiscal year ended June 30, 2019. All reportings are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations there under.

	Aggressive Investors 1		Ultra-Small Company		Ultra-Small Company Market
Corporate Dividends Received Deduction		94.08%		99.97%		80.92%
Qualified Dividend Income		96.39%		99.97%		80.14%
Qualified Interest Related Dividends		0.58%		0.60%		0.15%
Qualified Short Term Capital Gain Dividends		0.00%		0.00%		0.00%
U.S. Government Income		0.00%		0.00%		0.00%
	Small-Cap Growth		Small-Cap Value
Corporate Dividends Received Deduction		100.00%		70.55%
Qualified Dividend Income		100.00%		77.89%
Qualified Interest Related Dividends		0.39%		0.98%
Qualified Short Term Capital Gain Dividends		0.00%		0.00%
U.S. Government Income		0.00%		0.00%
	Blue Chip		Managed Volatility
Corporate Dividends Received Deduction		100.00%		84.59%
Qualified Dividend Income		100.00%		86.00%
Qualified Interest Related Dividends		0.02%		39.56%
Qualified Short Term Capital Gain Dividends		0.00%		100.00%
U.S. Government Income		0.00%		26.30%

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

During the fiscal year ended June 30, 2019, the Funds paid distributions from ordinary income and long-term capital gain that included equalization debits summarized below:

	Aggressive Investors 1		Ultra-Small Company		Ultra-Small     Company Market
Ordinary Income Distributions	$	1,058,377	$	31,355	$	1,740,331
Equalization Debits Included in Ordinary Income Distributions		-		67,893		214,427
Long-Term Capital Gain Distributions		16,784,039		8,945,451		36,117,247
Equalization Debits Included in Long-Term Capital Gain Distributions		-		-		-

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	Small-Cap Growth		Small-Cap Value		Blue Chip		Managed Volatility
Ordinary Income Distributions		$   173,035		$   583,733		$11,830,171		$   278,626
Equalization Debits Included in Ordinary Income Distributions		-		-		1,048,454		-
Long-Term Capital Gain Distributions		4,355,865		8,581,176		52,980,363		1,617,196
Equalization Debits Included in Long-Term Capital Gain Distributions		-		-		5,019,861		-

2. Proxy Voting

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to the portfolio securities and a summary of proxies voted by the Funds for the period ended June 30, 2019 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.

3. Fund Holdings

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

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

4. Approval of Investment Management Agreement

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

The Board has five regularly scheduled meetings each year and takes into account throughout the year matters bearing on the approval of the Management Agreement. For example, the Board or its standing committees consider at meetings during the year various factors that are relevant to the annual renewal of each Fund’s Management Agreement, including the quality of services and support provided to each Fund by the Adviser, the Adviser’s compliance program, including the effectiveness of its implementation, comparative performance information for each Fund, the risk assessment of the funds and “deep dives” on the strategy and performance of certain Funds on a periodic basis. Additionally, between regular Board meetings the Adviser provides the Board with updated financial information on the Adviser and strategic direction and marketing efforts.

On May 9, 2019, the Board, including a majority of the Independent Directors, met in person (the “Meeting”) with the Adviser, the Company’s outside legal counsel, independent legal counsel to the Independent Directors (“Independent Legal Counsel”) and others to consider information bearing on the continuation of the Management Agreement with respect to the following funds of the Company: Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Growth Fund, Small-Cap Value Fund, Blue Chip 35 Index Fund (now known as Blue Chip Fund) and Managed Volatility Fund (each a “Fund” and together, the “Funds”).

In reaching its decisions regarding the renewal of the Management Agreement for each Fund, the Board considered the information furnished and discussed throughout the year at regularly scheduled Board and committee meetings, as applicable and

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as described above, as well as the information provided to it specifically in relation to the annual consideration of the approval of the continuation of the Management Agreement for each Fund.

In preparation for the Meeting, the Independent Directors requested that the Adviser provide specific information relevant to the Board’s consideration of the renewal of the Management Agreement with respect to each Fund. In response to that request, the Board was furnished with a wide variety of information with respect to each Fund, including information regarding:

● investment performance over various time periods and the fees and expenses of the Fund as compared to a comparable group of funds as determined and prepared by Broadridge Financial Solutions, Inc. (hereinafter “Broadridge”), an independent provider of investment company data;

● the nature, extent and quality of services provided by the Adviser to the Fund under the Management Agreement;

● actual management fees paid by the Fund to the Adviser and a comparison of those fees with the management fees charged to other advisory clients of the Adviser, as applicable;

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

● the extent to which economies of scale would be realized as the Fund’s assets increase and whether fee levels reflect these economies of scale for the benefit of Fund investors; and

● any potential “fall-out” or ancillary benefits accruing to the Adviser as a result of its relationship with the Fund.

In addition to evaluating the written information provided by the Adviser, the Board also considered the answers to questions posed by the Board to representatives of the Adviser at the Meeting.

In considering the information and materials described above, the Independent Directors met telephonically with Independent Legal Counsel to review such information and materials prior to the Meeting. In addition, the Independent Directors met in executive session with Independent Legal Counsel to consider the continuation of the Management Agreement with respect to each Fund outside the presence of management during the Meeting.

The Board also was provided with a written description of its statutory responsibilities and the legal standards that are applicable to approval of the renewal of the Management Agreement.

Although the Management Agreement for all of the Funds was considered at the Meeting, the Directors considered the renewal of the Management Agreement with respect to each Fund separately.

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

● the terms of the Management Agreement, including the services performed by the Adviser in managing each Fund’s assets in accordance with the Fund’s investment objectives, policies and restrictions and how those services and fees differ from those for other advisory clients of the Adviser, as applicable;

● information regarding the advisory fee rates and the expense limitation or fee waiver arrangements for each Fund;

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

● the Adviser’s risk assessment and management process;

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● the Adviser’s representation that it does not participate in any soft dollar arrangements and, although it receives unsolicited research from outside sources, the Adviser does not use that research in its investment decision-making process; and

● the financial condition and stability of the Adviser.

In view of the broad scope and variety of factors and information considered by the Board, the Directors did not find it practicable to, and did not, assign relative weights to the specific factors considered in reaching their conclusions and determinations to approve the continuance of the Management Agreement for each Fund for an additional year. Rather, the Board’s determinations were made on the basis of each Director’s business judgment after consideration of all of the factors taken in their entirety. Although not meant to beall-inclusive, the following describes various factors that were considered by the Board in deciding to approve the continuance of the Management Agreement for each Fund.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services provided by the Adviser, the Directors considered the services provided to each Fund and any expected changes thereto, the qualifications, experience and duties of the Adviser’s personnel, the approximate amount of time those personnel devote to the Funds, recent and expected personnel changes, portfolio manager compensation arrangements, business continuity and succession planning, and enterprise risk management (including as it relates to cybersecurity risk). In addition, the Directors considered information provided by the Adviser regarding its overall financial strength and considered the resources and staffing in place with respect to the services provided to the Funds.

Based on the totality of the information considered, the Directors concluded that they were satisfied with the nature, extent and quality of the services provided to each Fund by the Adviser, and that the Adviser has the ability to continue to provide these services based on its experience, operations and current resources.

Investment Performance

The Board considered performance information provided by the Adviser for similarly managed accounts (if any) over the most recent quarter,six-month,one-year, three-year, five-year,ten-year and fifteen-year periods ending December 31, 2018 (although certain Funds did not yet have a fifteen-year performance) as well as Fund performance compared with its benchmark forone-year, three-year, five-year,ten-year and since inception periods ending December 31, 2018 . The Board considered the Adviser’s representation that the differences in the performance of the similarly managed accounts (if any) and Fund performance were within ranges that the Adviser expects for the relevant accounts/Funds given, for example, differences in cash flows, investment restrictions, account size and tax management practices.

In addition, Broadridge provided a report (the “Broadridge Report”) of comparative data regarding fees, expenses and performance for each Fund as compared to a peer group selected by Broadridge (“Peer Group”). The performance periods included total return over the most recent calendar year(“one-year period”) and the annualized total returns over the most recent three calendar year period (“three-year period”), five calendar year period (“five-year period”) and ten calendar year period(“ten-year period”). With regard to the performance information provided in the Broadridge Report, the Board considered the performance of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the performance data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance, and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance.

In particular, the Board considered the following performance information as of December 31, 2018 provided by the Adviser and from Broadridge:

● With regard to the Aggressive Investors 1 Fund, the Fund was in the fifth quintile relative to its Peer Group for theone-year, three-year, five-year andten-year periods. The Fund outperformed its primary benchmark for the since inception period, but underperformed its benchmark for theone-year, three-year, five-year andten-year periods. The Board considered the Adviser’s explanation that the Fund’s tilt toward smaller size, deeper value and more volatile stocks hurt relative returns for theone-year, three-year, five-year andten-year periods. The Board also took into

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account that the Adviser continued to engage in research that has the potential to positively impact the Fund and the Adviser’s continued monitoring of the Fund’s performance. Based on their review, the Directors concluded that the Fund’s performance was being addressed.

● With regard to the Ultra-Small Company Fund, the Fund had fourth quintile performance compared to its Peer Group for theone-year period, and was in the fifth quintile for the three-year, five-year andten-year periods. The Fund outperformed its primary benchmark forone-year and since-inception periods, but underperformed its benchmark for the three-year, five-year andten-year periods. The Board considered the Adviser’s explanation that the variability in the Fund’s relative performance was partly explained by the market capitalization differences between the ultra-small cap focus of the Fund and that of the othersmall-cap funds in its Peer Group. The Board also took into account efforts to reduce transaction costs and that the Fund’s recent performance was generally in line with its design although out of favor in the current market environment, and the Adviser’s continued monitoring of the Fund’s performance. Based on their review, the Directors concluded that the Fund’s performance was being addressed.

● With regard to the Ultra-Small Company Market Fund, the Fund ranked in the fifth quintile for theone-year and five-year periods, and the Fund ranked in the fourth quintile for the three-year andten-year periods. The Fund underperformed its primary benchmark over theone-year, three-year,ten-year and since-inception periods, but outperformed over the five-year period. The Board considered the Adviser’s explanation that the variability in the Fund’s relative performance was largely explained by the market capitalization differences between the ultra-small cap focus of the Fund and that of the othersmall-cap funds in its Peer Group. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

● With regard to theSmall-Cap Growth Fund, the Fund ranked in the fifth quintile relative to its Peer Group for theone-year andten-year periods, in the fourth quintile for the three-year period and in the second quintile for the five-year period. The Fund underperformed its primary benchmark over theone-year, three-year,ten-year and since-inception periods, but outperformed over the five-year period. The Board noted that the Adviser had implemented some refinements to its investment process in 2013 and took into account the subsequent impact these refinements had had on the Fund’s relative performance. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

● With regard to theSmall-Cap Value Fund, the Fund was in the second quintile for theone-year and three-year periods, in the fourth quintile for the five-year period, and in the third quintile for theten-year period, as compared with its Peer Group. The Fund underperformed its primary benchmark over theone-year, three-year, five-year and since-inception periods, but outperformed over theten-year period. The Board took into account the various design changes that had been implemented by the Adviser in the Fund inmid-2018, and the Adviser’s continued monitoring of the Fund’s performance. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

● With regard to the Blue Chip 35 Index Fund, the Fund had performance in the first quintile of its Peer Group for theone-year, three-year, and five-year periods, and in the second quintile for theten-year period. The Fund outperformed its primary benchmark for all time periods, except theten-year period. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

● With regard to the Managed Volatility Fund, the Fund had performance in the second quintile of its Peer Group for theone-year period, in the fourth quintile of its Peer Group for the three andten-year periods, and in the third quintile of its Peer Group for the five-year period. The Fund underperformed its primary benchmark for the three-year, five-year,ten-year and since-inception periods, but outperformed over theone-year period. The Board considered the Adviser’s explanation that the Fund is not designed to outperform the primary benchmark, but instead it is designed to capture market return while limiting volatility, which from inception to date the Fund has done. The Board also considered the Adviser’s statement that this performance is in line with the Fund’s design. Based on their review, the Directors

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concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

Fund Fees and Expenses

The Board considered information provided by the Adviser regarding the advisory fees it charges to other advisory clients and the reasons for any material differences between those fees and the fees it charges to the Funds. The Board also considered the Adviser’s views that, given investment performance and overall expenses, the Adviser believes the management fees for each Fund appear reasonable and appropriate, given the distinctive features and design of each Fund, the disciplined implementation of the design by the Adviser, the relatively low management fees in most cases, the performance results in line with design and investor expectations, and the profitability to the Adviser of each Fund. More specifically, with regard to management fee differences among the Funds, the Board considered the Adviser’s view that fee differences stem from market factors as well as the estimated growth rate of the Fund at the time of launch; the potential asset capacity of the Fund; the risks associated with providing the advisory services to the Fund; and estimated costs of providing the advisory services driven by the design complexity of the Fund (e.g., more complex design is higher cost due to the research and portfolio management time required).

With respect to management fee differences between the Funds and other investment company clients of the Adviser, the Board considered that, unlike the Funds, the Adviser serves as asub-adviser to the other investment company clients, which generally requires the Adviser to furnish fewer services than the services it provides to the Funds. The Board also considered the fees charged to other investment company clients of the Adviser, as well as the Adviser’s representation that for certain Funds, that the Adviser did not manage comparable investment companies.

With respect to management fee differences between the Funds and othernon-investment company clients of the Adviser, the Board considered that: (i) the management fee charged to the Ultra-Small Company Market Fund is lower than that charged to comparable clients; (ii) the asset-based management fee charged to the Aggressive Investors 1 Fund is higher than that charged to comparable clients, while the Fund’s performance fee rate is significantly lower than the performance fee rate charged to comparable clients (and there are other differences in the performance fee calculations); and (iii) the Adviser had no advisory clients comparable to the other Funds.

The Board also considered information compiled by Broadridge comparing each Fund’s contractual management fee rate (excluding any performance fees and using an assumed common asset level for the Fund and the other funds in the Peer Group), actual management fee rate (which included the effect of any fee waivers and any performance fees, and was derived from annual reports) and actual total expense ratios (which also included the effect of any fee waivers and performance fees, and was derived from annual reports) as a percentage of average net assets as compared to other funds in its expense Peer Group. Broadridge’s contractual management fee data included both advisory fees and administrative services fees, except for the Funds. Broadridge excluded administrative services fees for the Funds from contractual management fee data because those fees are fixed (i.e., a stated dollar amount), as opposed to asset-based. More specifically, with respect to the Funds, the Adviser provides certain administrative services to the Funds pursuant to a separate contract, in exchange for an annual fixed fee (payable monthly) that the Adviser has represented approximates the cost of providing such services (which the Board considered in connection with profitability, as described below). Broadridge’s actual management fee data for the Funds and the other funds in the Peer Group included both advisory fees and administrative services fees. Thus, the contractual management fee rate in the Funds’ Broadridge comparisons did not reflect these administrative services fees, whereas the actual management fee rate in the Funds’ Broadridge comparisons included both advisory and administrative services fees.

With regard to the expense information provided in the Broadridge Report, the Board considered Fund expenses on a percentile and quintile basis as compared to each Fund’s Peer Group. For purposes of the expense data provided, Broadridge defines the first quintile as 20% of the funds in the applicable Peer Group with the lowest expenses and the fifth quintile as 20% of the funds in the applicable Peer Group with the highest expenses. In particular, the Board considered the following:

● The Aggressive Investors 1 Fund’s contractual management fee was in the third quintile of its Peer Group (excluding the performance fee), and the Fund’s actual management fees and actual total expenses (factoring in the performance

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June 30, 2019

fee) were in the second and third quintiles of its Peer Group, respectively. The Board also considered the impact of the Fund’s performance fee on the fee comparisons.

● With respect to the Ultra-Small Company Fund, the Board considered that the Fund’s contractual management fees and actual total expense ratio were in the third and second quintiles of its Peer Group, respectively, and actual management fees were in the fourth quintile. The Board took into account that the Fund’s actual management fee, although in the fourth quintile, was only slightly above the median of its Peer Group.

● With respect to the Ultra-Small Company Market Fund, the Blue Chip 35 Index Fund, theSmall-Cap Growth Fund, the Managed Volatility Fund, and theSmall-Cap Value Fund, the Board considered that each Fund was in the first quintile of its applicable Peer Group for the contractual management fee, actual management fee and total expense ratio. The Board also considered the impact of the performance fee arrangement on actual management fees for theSmall-Cap Value andSmall-Cap Growth Funds.

In addition, the Board considered that the Adviser agreed to contractual expense limitation agreements for each of the Funds to ensure that total expense levels do not increase above certain asset percentage levels.

The foregoing comparisons assisted the Board in determining to approve the continuance of the Management Agreement for each Fund by providing it with a basis for evaluating each Fund’s management fee and total expense ratio on a relative basis. Based on their review, the Directors concluded that each Fund’s management fee was reasonable in view of the services received by the Fund and the other factors considered.

Profitability

The Board reviewed the materials it received from the Adviser regarding its revenues and costs in providing investment management and certain administrative services to the Funds and the Company as a whole. In particular, the Board considered the analysis of the Adviser’s profitability with respect to each Fund, calculated for the years ended December 31, 2015, December 31, 2016, December 31, 2017 and December 31, 2018. The Board also considered the Adviser’s representations that it does not track expenses or maintain staff on a per Fund basis and accordingly the Adviser needed to make certain assumptions to allocate expenses on aFund-by-Fund basis in order to calculateFund-by-Fund profitability, making the process a subjective one. The Board also considered that the Adviser was operating some Funds at a loss but that the Adviser’s overall business is profitable. Based on their review, the Directors concluded that the Adviser’s profitability from its relationship with each Fund was reasonable.

Economies of Scale

The Board considered the effect of each Fund’s current size and its potential growth on its performance and fees. With respect to whether economies of scale are expected to be realized by the Adviser as a Fund’s assets increase and whether advisory fee levels reflect these economies of scale for the benefit of Fund investors, the Board considered, on aFund-by-Fund basis, the current level of advisory fees charged and fee structure and concluded that the Adviser’s fee structure with respect to each Fund was appropriate at this time. The Board considered that the Aggressive Investors 1 Fund and Ultra-Small Company Fund each have fee breakpoints in their management fee schedules although neither Fund is at a size currently to benefit from such breakpoints. With respect to Ultra-Small Company Market Fund and Managed Volatility Fund, the Board considered the Adviser’s representation that it believes that neither Fund will produce significant economies of scale because each Fund involves intensive and time-consuming portfolio and trading management. Finally, although theSmall-Cap Growth Fund,Small-Cap Value Fund, Blue Chip 35 Index Fund and Managed Volatility Fund do not have fee breakpoints in their management fee schedules, the Board considered the Adviser’s explanation that these Funds were priced low relative to their respective Peer Groups and ahead of the economies of scale curve at launch. The Board noted that if a Fund’s assets increased over time, the Fund might realize other economies of scale if assets increased proportionally more than certain other expenses.

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OTHER INFORMATION (Unaudited) (continued)

June 30, 2019

“Fallout” or Ancillary Benefits

The Board considered whether there were any“fall-out” or ancillary benefits that may accrue to the Adviser as a result of its relationships with the Funds. In terms of potential“fall-out” or ancillary benefits to the Adviser due to its position as manager of the Funds, the Board considered benefits related to track record and reputation, and portfolio trading and execution. The Board also considered the Adviser’s representations that it does not participate in any soft dollar arrangements and that, although it receives unsolicited research from outside sources, the Adviser does not use that research in its investment decision-making process. In addition, the Board took into account that the Adviser receives administrative service fees from the Funds in exchange for providing certain administrative services to the Funds. The Board concluded that the benefits accruing to the Adviser by virtue of its relationship with the Funds appeared to be reasonable.

*  *  *  *  *

Based on all relevant information and factors discussed above, none of which was individually determinative of the outcome, the Board, including a majority of the Independent Directors, determined that the continuation of the Management Agreement for each Fund was in the best interests of the Fund. As a result, the Board, including a majority of the Independent Directors, approved the renewal of the Management Agreement for each Fund.

98 Annual Report  |  June 30, 2019  

DISCLOSURE OF FUND EXPENSES

June 30, 2019 (Unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends or on other distributions. There are no exchange fees. Shareholders are subject to redemption fees on the Ultra-Small Company Market Fund under certain circumstances. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on January 1, 2019 and held until June 30, 2019.

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

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

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

	Beginning Account Value at 1/1/19			Ending Account Value at 6/30/19			Expense Ratio		Expenses Paid During Period* 1/1/19 - 6/30/19
Bridgeway Aggressive Investors 1 Fund
Actual Fund Return		$	1,000.00		$	1,183.00		0.30%		$	1.62
Hypothetical Fund Return		$	1,000.00		$	1,023.31		0.30%		$	1.51
Bridgeway Ultra-Small Company Fund
Actual Fund Return		$	1,000.00		$	1,077.60		1.23%		$	6.34
Hypothetical Fund Return		$	1,000.00		$	1,018.70		1.23%		$	6.16
Bridgeway Ultra-Small Company Market Fund
Actual Fund Return		$	1,000.00		$	1,110.70		0.75%		$	3.93
Hypothetical Fund Return		$	1,000.00		$	1,021.08		0.75%		$	3.76
BridgewaySmall-Cap Growth Fund
Actual Fund Return		$	1,000.00		$	1,101.10		0.94%		$	4.90
Hypothetical Fund Return		$	1,000.00		$	1,020.13		0.94%		$	4.71
BridgewaySmall-Cap Value Fund
Actual Fund Return		$	1,000.00		$	1,063.60		0.94%		$	4.81
Hypothetical Fund Return		$	1,000.00		$	1,020.13		0.94%		$	4.71
Bridgeway Blue Chip Fund
Actual Fund Return		$	1,000.00		$	1,184.10		0.15%		$	0.81
Hypothetical Fund Return		$	1,000.00		$	1,024.05		0.15%		$	0.75

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DISCLOSURE OF FUND EXPENSES (continued)

June 30, 2019 (Unaudited)

	Beginning Account Value at 1/1/19			Ending Account Value at 6/30/19			Expense Ratio			Expenses Paid During Period* 1/1/19 - 6/30/19
Bridgeway Managed Volatility
Actual Fund Return		$	1,000.00		$	1,084.30		0.94	%		$	4.86
Hypothetical Fund Return		$	1,000.00		$	1,020.13		0.94	%		$	4.71

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

100 Annual Report  |  June 30, 2019  

DIRECTORS & OFFICERS

June 30, 2019 (Unaudited)

Independent Directors

Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
Karen S. Gerstner Age 64	Director	Term: 1 Year Length: 1994 to Present.	Principal, Karen S. Gerstner & Associates, P.C., since 2004.	Nine	None
Miles Douglas Harper, III* Age 56	Director	Term: 1 Year Length: 1994 to Present.	Partner, Carr, Riggs & Ingram, LLC, since 2013.	Nine	Calvert Funds (38 Portfolios)
Evan Harrel Age 58	Director	Term: 1 Year Length: 2006 to Present.	Strategic Advisor, Small Steps Nurturing Center, since 2012.	Nine	None

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DIRECTORS & OFFICERS(continued)

June 30, 2019 (Unaudited)

“Interested” or Affiliated Director and Officer
Name, Address and Age1	Position(s) Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
John N. R. Montgomery2 Age 63	Director	Term: 1 Year Length: 1993 to Present.	Chairman, Bridgeway Capital Management, Inc., since 2010; President, Bridgeway Capital Management, Inc., 1993 to 2010 and June 2015 to March 2016; President, Bridgeway Funds, June 2015 to June 2016; Vice President, Bridgeway Funds, 2005 to May 2015 and since June 2016.	Nine	None

102 Annual Report  |  June 30, 2019  

DIRECTORS & OFFICERS(continued)

June 30, 2019 (Unaudited)

Other Officers
Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Officer	Other Directorships Held by Officer
Richard P. Cancelmo, Jr. Age 61	Vice President	Term: 1 Year Length: 2004 to Present.	Vice President, Bridgeway Funds, since 2004; Staff member, Bridgeway Capital Management, Inc., since 2000.	N/A	None
Linda G. Giuffré Age 57	Treasurer and Chief Compliance Officer	Term: 1 Year Length: 2004 to Present.	Chief Compliance Officer, Bridgeway Capital Management, Inc., since 2004; Staff member, Bridgeway Capital Management, Inc., since 2004.	N/A	None
Deborah L. Hanna Age 54	Secretary	Term: 1 Year Length: 2007 to Present.	Self-employed, accounting and related projects for various organizations, since 2001.	N/A	None
Sharon Lester Age 64	Vice President	Term: 1 Year Length: 2011 to Present.	Staff member, Bridgeway Capital Management, Inc., since 2010.	N/A	None
Tammira Philippe Age 45	President	Term: 1 Year Length: May 2016 to Present.	President, Bridgeway Capital Management, Inc., since March 2016; Staff member, Bridgeway Capital Management, Inc., 2010 to March 2016.	N/A	None

* Independent Chairman

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

²  John Montgomery is chairman, director and majority shareholder of Bridgeway Capital Management, Inc., and therefore an interested person of Bridgeway Funds.

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

The Funds’ Statement of Additional Information includes additional information about the Board and is available, without charge, upon request by calling1-800-661-3550.

www.bridgeway.com 103

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 at800-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.

OMNI SMALL-CAP VALUE	BOSVX
OMNI TAX-MANAGED SMALL-CAP VALUE	BOTSX

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (www.bridgeway.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 800-661-3550.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call 800-661-3550 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary or to all Funds held with the fund complex if you invest directly with a Fund.

TABLE OF CONTENTS

Letter from the Investment Management Team	1
OMNI SMALL-CAP VALUE FUND
Manager’s Commentary	3
Schedule of Investments	7
OMNI TAX-MANAGED SMALL-CAP VALUE FUND
Manager’s Commentary	18
Schedule of Investments	22
STATEMENTS OF ASSETS AND LIABILITIES	32
STATEMENTS OF OPERATIONS	33
STATEMENTS OF CHANGES IN NET ASSETS	34
FINANCIAL HIGHLIGHTS	35
Notes to Financial Statements	37
Report of Independent Registered Public Accounting Firm	44
Other Information	45
Disclosure of Fund Expenses	51
Directors & Officers	52

Bridgeway Funds Standardized Returns as of June 30, 2019 (Unaudited)

			Annualized
							Gross	Net
Fund1	Quarter	Six Months	1 Year	5 Years	Inception   to Date	Inception   Date	Expense   Ratio2	Expense   Ratio2
Omni Small-Cap Value	-3.04%	6.70%	-16.82%	2.68%	9.93%	8/31/2011	0.70%	0.60%
Omni Tax-Managed Small-Cap Value	-2.50%	6.18%	-16.49%	2.90%	7.82%	12/31/2010	0.70%	0.60%

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

²  Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of June 30, 2019.

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. Periods of less than one year are not annualized.

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding a Fund’s risks, objectives, fees and expenses, experience of its management, and other information. Investors should read the prospectus carefully before investing in a Fund. For questions or other Fund information, call 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.

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 (UNAUDITED)

June 30, 2019

Dear Fellow Shareholders,

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

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (UNAUDITED)(continued)

Market Review

Performance across domestic equity markets was positive for the quarter ended June 30, 2019. Broad market returns, as represented by the Russell 3000 Index, were +4.10%.

For the fiscal year ended June 30, 2019, broad market stocks returned +8.98%, as represented by the Russell 3000 Index. Growth stocks outperformed value stocks across size categories, while mid-cap stocks outpaced both large-cap and small-cap stocks. As result, mid-cap growth stocks, as represented by the Russell Midcap Growth Index, performed the best, returning +13.94%. Small-cap value stocks, as represented by the Russell 2000 Value Index, performed the worst, returning -6.24%.

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. stock returns.

Russell Style-Based Indexes Ranked by Performance for the Quarter and Fiscal Year Ended June 30, 2019

	Quarter	Fiscal Year
Best Performing	+5.40% RussellMidcap Growth Index	+13.94% RussellMidcap Growth Index
	+4.64% Russell1000 Growth Index	+11.56% Russell1000 Growth Index
	+4.50% Russell3000 Growth Index	+10.61% Russell3000 Growth Index
	+3.84% Russell1000 Value Index	+8.46% Russell1000 Value Index
	+3.68% Russell3000 Value Index	+7.34% Russell3000 Value Index
	+3.19% RussellMidcap Value Index	+3.68% RussellMidcap Value Index
	+2.75% Russell2000 Growth Index	-0.49% Russell2000 Growth Index
Worst Performing	+1.38% Russell2000 Value Index	-6.24% Russell2000 Value Index

The Bridgeway Omni Funds are asset class exposure strategies that seek broad diversification and strive for risk premium exposure. These Funds were designed to capture the size and style benefits within the small-cap value asset class.

2 Annual Report  |  June 30, 2019

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

June 30, 2019

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended June 30, 2019, our Fund returned -3.04%, underperforming our primary market benchmark, the Russell 2000 Value Index (+1.38%).

For the fiscal year, our Fund returned -16.82%, underperforming the Russell 2000 Value Index (-6.24%).

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

Standardized Returns as of June 30, 2019

			Annualized
	Quarter	1 Year	5 Years	Since Inception     (8/31/11)
Omni Small-Cap Value Fund	-3.04%	-16.82%	2.68%	9.93%
Russell 2000 Value Index	1.38%	-6.24%	5.39%	10.73%

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.

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

Growth of a $10,000 Investment

from Inception August 31, 2011 to June 30, 2019

Detailed Explanation of Quarterly Performance

The Omni Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. This approach is sometimes referred to as “passive, asset class investing.” As of June 30, 2019, we held 655 such stocks in a market-cap weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund’s tilt toward deeper value stocks across multiple value metrics was a leading detractor from relative performance during the quarter. The Fund’s tilt toward smaller stocks in the small-cap value universe also hurt relative results, as smaller stocks underperformed their larger counterparts.

From a sector perspective, the Fund’s allocation effect was negative. By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. Avoiding REITs did not meaningfully affect the Fund’s relative performance during the quarter, but a lack of exposure to the Utilities sector detracted from relative results.

Detailed Explanation of Fiscal Year Performance

The Fund’s tilt toward smaller stocks in the small-cap value universe was the leading detractor from relative results, as smaller stocks dramatically underperformed their larger counterparts during the fiscal year. Likewise, the Fund’s tilt toward deeper value stocks across multiple value metrics also hurt relative results.

From a sector perspective, the Fund’s allocation effect was negative. By design, the Fund does not hold REITs or Utilities stocks. Both positionings detracted from relative performance.

4 Annual Report  |  June 30, 2019

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

Top Ten Holdings as of June 30, 2019

Rank	Description	Industry	% of Net Assets
1	Iridium Communications, Inc.	Communication Services	0.9%
2	Insight Enterprises, Inc.	Information Technology	0.7%
3	Group 1 Automotive, Inc.	Consumer Discretionary	0.7%
4	Warrior Met Coal, Inc.	Materials	0.7%
5	Meritage Homes Corp.	Consumer Discretionary	0.6%
6	First BanCorp Puerto Rico	Financials	0.6%
7	Cooper Tire & Rubber Co.	Consumer Discretionary	0.6%
8	Helix Energy Solutions Group, Inc.	Energy	0.6%
9	American Axle & Manufacturing Holdings, Inc.	Consumer Discretionary	0.6%
10	Arch Coal, Inc., Class A	Energy	0.6%
	Total		6.6%

Industry Sector Representation as of June 30, 2019

	% of Net Assets		% of Russell 2000   Value Index		Difference
Communication Services		4.7%		2.9%		1.8%
Consumer Discretionary		15.3%		8.5%		6.8%
Consumer Staples		2.4%		2.4%		0.0%
Energy		13.6%		5.1%		8.5%
Financials		30.3%		29.4%		0.9%
Health Care		3.4%		4.1%		-0.7%
Industrials		16.2%		11.6%		4.6%
Information Technology		7.7%		11.9%		-4.2%
Materials		5.3%		4.2%		1.1%
Real Estate		0.3%		12.3%		-12.0%
Utilities		0.0%		7.6%		-7.6%
Cash & Other Assets		0.8%		0.0%		0.8%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

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

Conclusion

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

Sincerely,

The Investment Management Team

6 Annual Report  |  June 30, 2019

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
COMMON STOCKS - 99.06%
Communication Services - 4.74%
A.H. Belo Corp., Class A		65,500	$	241,695
Alaska Communications Systems Group, Inc.*		377,100		644,841
AMC Entertainment Holdings, Inc., Class A+		306,900		2,863,377
ATN International, Inc.		28,500		1,645,305
Cars.com, Inc.*		210,000		4,141,200
Consolidated Communications Holdings, Inc.		299,000		1,474,070
DHI Group, Inc.*		231,900		827,883
Emmis Communications Corp., Class A*		102,700		487,825
Entercom Communications Corp., Class A		554,795		3,217,811
Entravision Communications Corp., Class A		161,800		504,816
Eros International PLC*+		302,850		408,848
Gannett Co., Inc.		464,000		3,786,240
Gray Television, Inc.*		346,200		5,674,218
Iridium Communications, Inc.*		391,325		9,102,220
Marcus Corp. (The)		130,150		4,289,744
New Media Investment Group, Inc.		180,900		1,707,696
Saga Communications, Inc., Class A		8,761		273,694
Salem Media Group, Inc.		89,800		218,214
Scholastic Corp.		131,490		4,370,728
SPAR Group, Inc.*		46,500		29,760
Townsquare Media, Inc., Class A		120,000		645,600
Tribune Publishing Co.		15,000		119,550
Urban One, Inc.*		101,800		199,528
				46,874,863
Consumer Discretionary - 15.24%
Abercrombie & Fitch Co., Class A		210,000		3,368,400
AMCON Distributing Co.		1,350		129,370
American Axle & Manufacturing Holdings, Inc.*		452,200		5,770,072
American Outdoor Brands Corp.*		154,327		1,390,486
American Public Education, Inc.*		37,600		1,112,208
Ark Restaurants Corp.		12,600		257,670
Ascena Retail Group, Inc.*		982,500		599,325
Barnes & Noble Education, Inc.*		236,824		795,729
Barnes & Noble, Inc.		172,900		1,156,701
Bassett Furniture Industries, Inc.		77,400		1,180,350

Industry Company	Shares		Value
Consumer Discretionary (continued)
BBX Capital Corp.		351,039	$	1,723,601
Beazer Homes USA, Inc.*		120,000		1,153,200
Big Lots, Inc.		125,000		3,576,250
Build-A-Bear Workshop, Inc.*		49,500		276,705
Caleres, Inc.		168,500		3,356,520
Canterbury Park Holding Corp.		3,900		48,126
Carriage Services, Inc.		40,000		760,400
Carrols Restaurant Group, Inc.*		120,000		1,083,600
Cato Corp. (The), Class A		65,000		800,800
Century Casinos, Inc.*		124,600		1,208,620
Chico’s FAS, Inc.		316,200		1,065,594
China Automotive Systems, Inc.*		77,500		178,250
China XD Plastics Co., Ltd.*		160,000		336,000
Citi Trends, Inc.		78,840		1,152,641
Conn’s, Inc.*		90,500		1,612,710
Container Store Group, Inc. (The)*		141,150		1,033,218
Cooper Tire & Rubber Co.		185,050		5,838,327
Cooper-Standard Holdings, Inc.*		51,000		2,336,820
Crown Crafts, Inc.		13,050		61,335
CSS Industries, Inc.		11,800		57,584
Del Taco Restaurants, Inc.*		182,300		2,337,086
Delta Apparel, Inc.*		29,900		693,082
Designer Brands, Inc., Class A		55,000		1,054,350
Destination Maternity Corp.*		9,800		12,936
Destination XL Group, Inc.*		139,800		246,048
Dillard’s, Inc., Class A+		68,000		4,235,040
El Pollo Loco Holdings, Inc.*		90,500		964,730
Escalade, Inc.		3,600		41,292
Ethan Allen Interiors, Inc.		82,500		1,737,450
Express, Inc.*		197,000		537,810
Fiesta Restaurant Group, Inc.*		60,000		788,400
Flanigan’s Enterprises, Inc.		2,500		57,450
Flexsteel Industries, Inc.		4,800		81,888
Fossil Group, Inc.*		195,000		2,242,500
Full House Resorts, Inc.*		71,000		132,770
GameStop Corp., Class A+		350,000		1,914,500
Genesco, Inc.*		73,500		3,108,315
G-III Apparel Group, Ltd.*		75,000		2,206,500
Golden Entertainment, Inc.*		25,000		350,000
Good Times Restaurants, Inc.*		106,000		186,560
Group 1 Automotive, Inc.		84,000		6,878,760
Haverty Furniture Cos., Inc.		98,400		1,675,752
Hibbett Sports, Inc.*		76,900		1,399,580

www.bridgeway.com 7

Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Houghton Mifflin Harcourt Co.*		568,600	$	3,275,136
International Speedway Corp., Class A		118,456		5,317,490
J Alexander’s Holdings, Inc.*		49,950		560,938
J. Jill, Inc.+		145,000		288,550
JAKKS Pacific, Inc.*		118,700		83,090
K12, Inc.*		121,217		3,686,209
KB Home		175,900		4,525,907
Lakeland Industries, Inc.*		30,050		336,560
Lands’ End, Inc.*		161,200		1,969,864
La-Z-Boy, Inc.		9,500		291,270
Libbey, Inc.*		30,000		55,800
Lifetime Brands, Inc.		24,400		230,824
Live Ventures, Inc.*+		3,200		22,240
Luby’s, Inc.*		75,800		81,864
MarineMax, Inc.*		87,000		1,430,280
MDC Holdings, Inc.		92,300		3,025,594
Meritage Homes Corp.*		123,442		6,337,512
Modine Manufacturing Co.*		187,900		2,688,849
Movado Group, Inc.		75,000		2,025,000
Nautilus, Inc.*		58,400		129,064
Office Depot, Inc.		2,035,000		4,192,100
P&F Industries, Inc., Class A		696		5,791
Party City Holdco, Inc.*		258,200		1,892,606
Peak Resorts, Inc.		114,000		541,500
Red Robin Gourmet Burgers, Inc.*		17,000		519,690
Rent-A-Center, Inc.*		65,500		1,744,265
Rocky Brands, Inc.		28,300		772,024
RTW RetailWinds, Inc.*		165,400		281,180
Sequential Brands Group, Inc.*		155,000		85,250
Shiloh Industries, Inc.*		71,500		348,205
Shoe Carnival, Inc.+		63,600		1,755,360
Signet Jewelers, Ltd.		105,000		1,877,400
Sonic Automotive, Inc., Class A		132,600		3,096,210
SORL Auto Parts, Inc.*+		129,900		450,753
Speedway Motorsports, Inc.		145,700		2,702,735
Stage Stores, Inc.+		100,000		77,000
Stein Mart, Inc.*		83,200		71,552
Strattec Security Corp.		25,900		624,190
Superior Industries International, Inc.		67,500		233,550
Tandy Leather Factory, Inc.*		8,000		44,000
Tilly’s, Inc., Class A		125,300		956,039
Tower International, Inc.		87,000		1,696,500
TravelCenters of America, LLC*		163,200		590,784
TRI Pointe Group, Inc.*		266,000		3,184,020
Tuesday Morning Corp.*		176,000		297,440

Industry Company	Shares		Value
Consumer Discretionary (continued)
Unifi, Inc.*		31,900	$	579,623
US Auto Parts Network, Inc.*		98,900		123,625
Vera Bradley, Inc.*		149,200		1,790,400
Vista Outdoor, Inc.*		214,087		1,901,093
Vitamin Shoppe, Inc.*		50,000		197,000
VOXX International Corp.*		75,100		312,416
William Lyon Homes, Class A*		80,500		1,467,515
ZAGG, Inc.*		75,000		522,000
Zumiez, Inc.*		119,400		3,116,340
				150,715,608
Consumer Staples - 2.39%
Alico, Inc.		10,461		317,387
Andersons, Inc. (The)		88,100		2,399,844
Coffee Holding Co., Inc.*		10,000		40,900
Edgewell Personal Care Co.*		133,000		3,584,350
Hostess Brands, Inc.*		367,300		5,303,812
Ingles Markets, Inc., Class A		79,900		2,487,287
Mannatech, Inc.		8,400		142,716
Natural Alternatives International, Inc.*		18,100		211,046
Natural Grocers by Vitamin Cottage, Inc.*		25,000		251,250
Nature’s Sunshine Products, Inc.*		15,000		139,350
Seneca Foods Corp., Class A*		40,100		1,115,983
SpartanNash Co.		120,946		1,411,440
United Natural Foods, Inc.*		78,300		702,351
Village Super Market, Inc., Class A		74,009		1,961,979
Weis Markets, Inc.		97,625		3,554,526
				23,624,221
Energy - 13.63%
Adams Resources & Energy, Inc.		23,100		791,868
Arch Coal, Inc., Class A		61,000		5,746,810
Archrock, Inc.		447,000		4,738,200
Ardmore Shipping Corp.*		172,688		1,407,407
Berry Petroleum Corp.		310,000		3,286,000
Bonanza Creek Energy, Inc.*		90,000		1,879,200
Callon Petroleum Co.*		401,000		2,642,590
Carrizo Oil & Gas, Inc.*		338,300		3,389,766
Clean Energy Fuels Corp.*		300,000		801,000
CONSOL Energy, Inc.*		93,400		2,485,374
Contango Oil & Gas Co.*		142,000		247,080
Contura Energy, Inc.*		55,800		2,896,020
Dawson Geophysical Co.*		45,600		114,000

8 Annual Report  |  June 30, 2019

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Delek US Holdings, Inc.		32,080	$	1,299,882
Denbury Resources, Inc.*		980,000		1,215,200
DHT Holdings, Inc.		347,322		2,052,673
Diamond Offshore Drilling, Inc.*+		260,000		2,306,200
Dorian LPG, Ltd.*		130,500		1,177,110
Earthstone Energy, Inc., Class A*		187,000		1,144,440
Ensco Rowan PLC, Class A+		204,931		1,748,061
Era Group, Inc.*		144,800		1,207,632
Euronav NV		125,442		1,184,172
Exterran Corp.*		167,200		2,377,584
Extraction Oil & Gas, Inc.*+		640,400		2,772,932
Frontline, Ltd.*+		180,000		1,440,000
GasLog, Ltd.		314,300		4,525,920
Gran Tierra Energy, Inc.*		1,574,400		2,503,296
Green Plains, Inc.		140,200		1,511,356
Gulf Island Fabrication, Inc.*		15,000		106,500
Gulfport Energy Corp.*		617,000		3,029,470
Hallador Energy Co.		166,600		937,958
Helix Energy Solutions Group, Inc.*		670,500		5,786,415
HighPoint Resources Corp.*		800,546		1,456,994
Independence Contract Drilling, Inc.*		183,319		289,644
International Seaways, Inc.*		438		8,322
Keane Group, Inc.*		200,000		1,344,000
Lonestar Resources US, Inc., Class A*		109,250		250,182
Mammoth Energy Services, Inc.		251,400		1,729,632
Matador Resources Co.*		37,000		735,560
Matrix Service Co.*		62,500		1,266,250
McDermott International, Inc.*		250,131		2,416,265
Midstates Petroleum Co., Inc.*		94,300		555,427
Mitcham Industries, Inc.*		15,100		59,645
Montage Resources Corp.*		69,213		422,199
Nabors Industries, Ltd.		810,000		2,349,000
NACCO Industries, Inc., Class A		37,245		1,934,505
Natural Gas Services Group, Inc.*		68,800		1,135,200
Navigator Holdings, Ltd.*		200,000		1,872,000
Newpark Resources, Inc.*		245,000		1,817,900
Nine Energy Service, Inc.*		55,000		953,150
Noble Corp. PLC*		237,200		443,564
Northern Oil and Gas, Inc.*+		1,165,700		2,249,801

Industry Company	Shares		Value
Energy (continued)
Oil States International, Inc.*		121,000	$	2,214,300
Overseas Shipholding Group, Inc., Class A*		455,916		857,122
Pacific Ethanol, Inc.*		86,900		66,478
Par Pacific Holdings, Inc.*		119,900		2,460,348
Penn Virginia Corp.*		56,000		1,718,080
Pioneer Energy Services Corp.*		143,100		36,190
ProPetro Holding Corp.*		170,000		3,519,000
QEP Resources, Inc.*		475,000		3,434,250
Ranger Energy Services, Inc.*		3,000		24,150
Renewable Energy Group, Inc.*		163,885		2,599,216
REX American Resources Corp.*		33,920		2,472,768
Ring Energy, Inc.*		50,000		162,500
SandRidge Energy, Inc.*		34,550		239,086
SEACOR Holdings, Inc.*		53,400		2,537,034
Select Energy Services, Inc., Class A*		175,000		2,031,750
SemGroup Corp., Class A		180,500		2,166,000
Ship Finance International, Ltd.		434,400		5,434,344
SilverBow Resources, Inc.*		15,000		207,750
SM Energy Co.		257,000		3,217,640
SRC Energy, Inc.*		608,500		3,018,160
Superior Energy Services, Inc.*		220,000		286,000
Teekay Corp.+		340,000		1,169,600
TransAtlantic Petroleum, Ltd.*		35,000		25,204
Unit Corp.*		260,725		2,317,845
VAALCO Energy, Inc.*		300,000		501,000
				134,757,171
Financials - 30.29%
1347 Property Insurance Holdings, Inc.*		24,300		120,285
1st Constitution Bancorp		3,000		55,410
1st Source Corp.		39,347		1,825,701
ACNB Corp.		3,000		118,710
A-Mark Precious Metals, Inc.*		5,000		65,250
American Equity Investment Life Holding Co.		850		23,086
American National Bankshares, Inc.		21,752		842,890
American River Bankshares		21,300		261,138
AmeriServ Financial, Inc.		138,000		572,700

www.bridgeway.com 9

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Argo Group International Holdings, Ltd.		71,884	$	5,323,010
Arlington Asset Investment Corp., Class A		88,900		611,632
Atlantic Capital Bancshares, Inc.*		109,800		1,879,776
B. Riley Financial, Inc.		402		8,386
Banc of California, Inc.		179,500		2,507,615
Banco Latinoamericano de Comercio Exterior SA, Class E		117,000		2,437,110
Bancorp, Inc. (The)*		169,500		1,511,940
Bankwell Financial Group, Inc.		1,800		51,660
Banner Corp.		32,000		1,732,800
Bar Harbor Bankshares		61,966		1,647,676
BCB Bancorp, Inc.		60,400		836,540
Berkshire Hills Bancorp, Inc.		164,801		5,173,103
Blucora, Inc.*		15,002		455,611
Blue Capital Reinsurance Holdings, Ltd.+		12,173		80,220
Boston Private Financial Holdings, Inc.		200,000		2,414,000
Byline Bancorp, Inc.*		100,000		1,912,000
C&F Financial Corp.		10,500		573,405
Cadence BanCorp.		166,000		3,452,800
Camden National Corp.		30,100		1,380,687
Capital City Bank Group, Inc.		83,150		2,066,277
Capstar Financial Holdings, Inc.		29,000		439,350
CB Financial Services, Inc.		14,000		332,500
Central Pacific Financial Corp.		15,000		449,400
Central Valley Community Bancorp		50,000		1,073,500
Century Bancorp, Inc., Class A		15,200		1,336,080
Chemung Financial Corp.		13,500		652,590
Citizens Community Bancorp, Inc.		40,000		433,600
Citizens, Inc.*+		106,040		774,092
Civista Bancshares, Inc.		57,523		1,291,391
CNB Financial Corp.		73,800		2,084,112
Codorus Valley Bancorp, Inc.		15,355		353,165
Colony Bankcorp, Inc.		1,500		25,425
Community Bankers Trust Corp.		40,800		345,576
Community Financial Corp. (The)		12,500		421,625
Community Trust Bancorp, Inc.		20,000		845,800

Industry Company	Shares		Value
Financials (continued)
Community West Bancshares		2,000	$	19,300
ConnectOne Bancorp, Inc.		105,200		2,383,832
Consumer Portfolio Services, Inc.*		191,650		728,270
County Bancorp, Inc.+		12,237		209,130
Cowen, Inc., Class A*		154,100		2,648,979
Crawford & Co., Class A		47,600		501,228
Crawford & Co., Class B		16,400		152,684
Customers Bancorp, Inc.*		81,700		1,715,700
Dime Community Bancshares, Inc.		97,900		1,859,121
DNB Financial Corp.		13,465		598,789
Donegal Group, Inc., Class A		99,000		1,511,730
Eagle Bancorp Montana, Inc.		29,000		481,400
Elevate Credit, Inc.*		5,600		23,072
EMC Insurance Group, Inc.		49,550		1,785,286
Emclaire Financial Corp.+		200		6,252
Employers Holdings, Inc.		114,900		4,856,823
Encore Capital Group, Inc.*		98,000		3,319,260
Enova International, Inc.*		152,807		3,522,201
Entegra Financial Corp.*		25,000		753,000
Enterprise Bancorp, Inc.		33,275		1,055,150
Equity Bancshares, Inc., Class A*		21,000		559,860
ESSA Bancorp, Inc.		33,100		504,775
Evans Bancorp, Inc.		12,808		483,246
EZCORP, Inc., Class A*		194,169		1,838,780
Farmers National Banc Corp.		150		2,224
FB Financial Corp.		75,000		2,745,000
FBL Financial Group, Inc., Class A		75,806		4,836,423
Federal Agricultural Mortgage Corp., Class C		34,000		2,470,440
FedNat Holding Co.		50,900		726,343
Fidelity Southern Corp.		76,123		2,357,529
Financial Institutions, Inc.		39,300		1,145,595
First BanCorp Puerto Rico		566,400		6,253,056
First Bancorp, Inc.		5,500		147,675
First Bank		82,000		962,680
First Busey Corp.		165,100		4,360,291
First Business Financial Services, Inc.		42,400		996,400
First Capital, Inc.		35		1,769
First Community Bankshares, Inc.		30,000		1,012,800
First Community Corp.		600		11,106
First Financial Corp.		37,000		1,485,920

10 Annual Report  |  June 30, 2019

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
First Financial Northwest, Inc.		35,182	$	497,825
First Guaranty Bancshares, Inc.		5,499		114,654
First Internet Bancorp		14,500		312,330
First Northwest Bancorp		2,000		32,500
First United Corp.		14,876		293,206
First US Bancshares, Inc.		4,368		40,360
Flushing Financial Corp.		75,897		1,684,913
Franklin Financial Network, Inc.		40,000		1,114,400
FS Bancorp, Inc.		9,150		474,610
FS KKR Capital Corp.		470,000		2,801,200
FSB Bancorp, Inc.*		1,000		18,000
GAIN Capital Holdings, Inc.+		71,605		295,729
Global Indemnity, Ltd.		44,100		1,365,336
Great Southern Bancorp, Inc.		36,900		2,208,465
Great Western Bancorp, Inc.		78,000		2,786,160
Hallmark Financial Services, Inc.*		57,800		822,494
Hanmi Financial Corp.		75,000		1,670,250
Hawthorn Bancshares, Inc.		16,981		455,091
HCI Group, Inc.		13,000		526,110
Heartland Financial USA, Inc.		101,300		4,531,149
Hennessy Advisors, Inc.		4,000		38,800
Heritage Insurance Holdings, Inc.		90,000		1,386,900
Hilltop Holdings, Inc.		221,100		4,702,797
Hingham Institution for Savings		30		5,940
HMN Financial, Inc.*		23,800		499,800
Home Bancorp, Inc.		31,994		1,231,129
HomeStreet, Inc.*		112,200		3,325,608
HomeTrust Bancshares, Inc.		2,961		74,440
Hope Bancorp, Inc.		325,000		4,478,500
HopFed Bancorp, Inc.		18,100		343,357
Horace Mann Educators Corp.		107,000		4,311,030
Horizon Bancorp, Inc.		27,087		442,602
Howard Bancorp, Inc.*		96,000		1,456,320
Independence Holding Co.		15,050		582,736
INTL. FCStone, Inc.*		18,500		732,415
James River Group Holdings, Ltd.		110,600		5,187,140
Kingstone Cos., Inc.		16,100		139,265
Ladenburg Thalmann Financial Services, Inc.		354,000		1,214,220

Industry Company	Shares		Value
Financials (continued)
Lakeland Bancorp, Inc.		125,250	$	2,022,788
Landmark Bancorp, Inc.		1,214		29,075
LCNB Corp.		18,000		342,000
Live Oak Bancshares, Inc.		63,600		1,090,740
Luther Burbank Corp.		188,000		2,047,320
Mackinac Financial Corp.		40,800		644,640
Manning & Napier, Inc.		209,000		365,750
Marlin Business Services Corp.		51,280		1,278,410
Mercantile Bank Corp.		2,200		71,676
Merchants Bancorp/IN		55,000		936,650
Meta Financial Group, Inc.		79,431		2,228,040
Metropolitan Bank Holding Corp.*		26,400		1,161,600
Mid Penn Bancorp, Inc.		12,300		306,885
Middlefield Banc Corp.+		17,000		697,000
Midland States Bancorp, Inc.		78,658		2,101,742
MidSouth Bancorp, Inc.+		27,562		326,610
MidWestOne Financial Group, Inc.		49,860		1,394,086
MMA Capital Holdings, Inc.*+		1,700		56,899
Mr Cooper Group, Inc.*		262,066		2,099,149
MutualFirst Financial, Inc.		18,900		643,356
MVB Financial Corp.		42,718		724,497
National Holdings Corp.*		2,000		5,420
National Security Group, Inc. (The)		200		2,400
National Western Life Group, Inc., Class A		12,714		3,267,498
Nelnet, Inc., Class A		31,800		1,883,196
Nicholas Financial, Inc.*+		43,400		407,960
Nicolet Bankshares, Inc.*		19,355		1,201,171
NMI Holdings, Inc., Class A*		65,700		1,865,223
Northeast Bank		37,500		1,034,250
Northrim BanCorp, Inc.		30,445		1,085,669
Northwest Bancshares, Inc.		236,000		4,155,960
Ocwen Financial Corp.*		645,000		1,335,150
OFG Bancorp		153,500		3,648,695
Old Point Financial Corp.		1,000		22,050
Old Second Bancorp, Inc.		79,750		1,018,408
On Deck Capital, Inc.*		495,200		2,055,080
Oppenheimer Holdings, Inc., Class A		49,093		1,336,311
Opus Bank		133,000		2,807,630
Orrstown Financial Services, Inc.		35,500		780,645
Ottawa Bancorp, Inc.		1,000		13,040
Pacific Mercantile Bancorp*		3,000		24,750

www.bridgeway.com 11

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Pacific Premier Bancorp, Inc.		55,800	$	1,723,104
Parke Bancorp, Inc.		61,909		1,482,721
Pathfinder Bancorp, Inc.+		3,000		43,650
Patriot National Bancorp, Inc.		13,000		194,090
PB Bancorp, Inc.		15,500		183,675
Peapack Gladstone Financial Corp.		60,894		1,712,339
Penns Woods Bancorp, Inc.		2,023		91,541
PennyMac Financial Services, Inc.		103,900		2,304,502
Peoples Bancorp of North Carolina, Inc.		24,017		721,711
Peoples Bancorp, Inc.		43,400		1,400,084
Peoples Financial Services Corp.		22,900		1,030,271
People’s United Financial, Inc.		20,022		335,969
Piper Jaffray Cos		51,400		3,817,478
PRA Group, Inc.*		67,000		1,885,380
Premier Financial Bancorp, Inc.		79,650		1,194,750
Protective Insurance Corp., Class B+		75,300		1,307,961
Provident Financial Holdings, Inc.		51,000		1,070,490
Provident Financial Services, Inc.		118,900		2,883,325
Prudential Bancorp, Inc.		4,600		87,032
QCR Holdings, Inc.		16,500		575,355
Regional Management Corp.*		55,000		1,450,350
Reliant Bancorp, Inc.		45,000		1,063,350
Renasant Corp.		2,300		82,662
Republic Bancorp, Inc., Class A		66,142		3,290,564
Riverview Bancorp, Inc.		87,000		742,980
S&T Bancorp, Inc.		20,045		751,287
Safety Insurance Group, Inc.		2,356		224,126
Salisbury Bancorp, Inc.		2,183		85,137
Sandy Spring Bancorp, Inc.		93,500		3,261,280
SB Financial Group, Inc.		30,400		500,384
SB One Bancorp		5,000		111,750
Security National Financial Corp., Class A*		95,147		477,638
Severn Bancorp, Inc.		35,000		304,150
Shore Bancshares, Inc.		67,012		1,094,976
Sierra Bancorp		53,600		1,453,632
Sound Financial Bancorp, Inc.		1,000		34,150
Southern Missouri Bancorp, Inc.		5,000		174,150

Industry Company	Shares		Value
Financials (continued)
Southern National Bancorp of Virginia, Inc.		56,958	$	872,027
Standard AVB Financial Corp.+		25,900		710,696
State Auto Financial Corp.		83,550		2,924,250
Stewardship Financial Corp.		1,000		15,460
Stewart Information Services Corp.		87,150		3,528,704
Summit Financial Group, Inc.		29,515		792,478
Territorial Bancorp, Inc.		21,200		655,080
TheStreet, Inc.		14,249		87,346
Timberland Bancorp, Inc.		39,000		1,165,320
Tiptree, Inc.		135,200		851,760
Towne Bank		1,642		44,794
TriState Capital Holdings, Inc.*		90,000		1,920,600
Triumph Bancorp, Inc.*		16,500		479,325
Two River Bancorp		36,205		519,904
United Bancshares, Inc.		1,000		20,170
United Community Financial Corp.		43,524		416,525
United Financial Bancorp, Inc.		195,400		2,770,772
United Fire Group, Inc.		78,800		3,818,648
United Insurance Holdings Corp.		84,700		1,207,822
Unity Bancorp, Inc.		8,000		181,600
Universal Insurance Holdings, Inc.		111,316		3,105,716
Univest Financial Corp.		74,979		1,968,949
Veritex Holdings, Inc.		52,930		1,373,534
Waddell & Reed Financial, Inc., Class A		247,000		4,117,490
Walker & Dunlop, Inc.		84,475		4,494,915
Waterstone Financial, Inc.		49,000		835,940
Wellesley Bank		1,000		32,610
WesBanco, Inc.		80,996		3,122,396
Western New England Bancorp, Inc.		165,000		1,541,100
World Acceptance Corp.*		26,100		4,283,271
				299,557,139
Health Care - 3.43%
Acorda Therapeutics, Inc.*		162,000		1,242,540
AMAG Pharmaceuticals, Inc.*		50,000		499,500
AngioDynamics, Inc.*		85,300		1,679,557
Assertio Therapeutics, Inc.*		137,200		473,340
Brookdale Senior Living, Inc.*		646,000		4,657,660

12 Annual Report  |  June 30, 2019

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Health Care (continued)
Concert Pharmaceuticals, Inc.*		100,100	$	1,201,200
Cross Country Healthcare, Inc.*		95,450		895,321
FONAR Corp.*		30,400		653,904
InfuSystem Holdings, Inc.*		71,100		305,730
Kewaunee Scientific Corp.		3,000		57,420
Magellan Health, Inc.*		71,300		5,292,599
Mallinckrodt PLC*+		409,000		3,754,620
National HealthCare Corp.		25,500		2,069,325
PDL BioPharma, Inc.*		591,000		1,855,740
Prestige Consumer Healthcare, Inc.*		161,800		5,125,824
Surgery Partners, Inc.*+		152,241		1,239,242
Triple-S Management Corp., Class B*		122,300		2,916,855
				33,920,377
Industrials - 16.14%
Acacia Research Corp.*		166,000		491,360
ACCO Brands Corp.		364,300		2,867,041
Aegion Corp.*		99,341		1,827,874
AeroCentury Corp.*		4,300		31,272
Air T, Inc.*		4,200		73,458
Aircastle, Ltd.		261,100		5,550,986
Alpha Pro Tech, Ltd.*		20,743		70,734
AMREP Corp.*		25,500		174,930
Apogee Enterprises, Inc.		84,300		3,661,992
ARC Document Solutions, Inc.*		50,000		102,000
ArcBest Corp.		104,500		2,937,495
Armstrong Flooring, Inc.*		62,100		611,685
Arotech Corp.*		94,300		187,657
Art’s-Way Manufacturing Co., Inc.*		15,000		30,300
Atkore International Group, Inc.*		85,000		2,198,950
Atlas Air Worldwide Holdings, Inc.*		63,800		2,848,032
BMC Stock Holdings, Inc.*		240,300		5,094,360
Briggs & Stratton Corp.		119,300		1,221,632
Caesarstone, Ltd.		110,600		1,662,318
CAI International, Inc.*		104,600		2,596,172
Chicago Rivet & Machine Co.		1,000		28,490
Civeo Corp.*		519,830		894,108
Commercial Vehicle Group, Inc.*		102,300		820,446
Costamare, Inc.		402,500		2,064,825
Covenant Transportation Group, Inc., Class A*		88,100		1,295,951
CRA International, Inc.		34,800		1,333,884

Industry Company	Shares		Value
Industrials (continued)
DLH Holdings Corp.*		83,500	$	424,180
Ducommun, Inc.*		50,550		2,278,288
Eagle Bulk Shipping, Inc.*+		305,000		1,598,200
Eastern Co. (The)		18,401		515,596
Echo Global Logistics, Inc.*		90,000		1,878,300
Ecology and Environment, Inc., Class A		34,500		376,050
Ennis, Inc.		136,892		2,809,024
EnPro Industries, Inc.		64,800		4,136,832
Foundation Building Materials, Inc.*		105,200		1,870,456
FTI Consulting, Inc.*		68,500		5,743,040
Fuel Tech, Inc.*		115,000		161,000
Genco Shipping & Trading, Ltd.*		105,000		886,200
General Finance Corp.*		115,764		968,945
Goldfield Corp. (The)*		121,000		278,300
Great Lakes Dredge & Dock Corp.*		220,550		2,434,872
Greenbrier Cos, Inc. (The)		102,800		3,125,120
Griffon Corp.		42,000		710,640
Hawaiian Holdings, Inc.		133,000		3,648,190
HC2 Holdings, Inc.*+		100,600		237,416
Heidrick & Struggles International, Inc.		6,250		187,312
Herc Holdings, Inc.*		67,500		3,093,525
Hertz Global Holdings, Inc.*		207,000		3,303,720
Highpower International, Inc.*		55,923		237,114
Hub Group, Inc., Class A*		90,000		3,778,200
Hurco Cos., Inc.		27,857		990,595
Huron Consulting Group, Inc.*		17,800		896,764
Hyster-Yale Materials Handling, Inc.		5,000		276,300
ICF International, Inc.		26,229		1,909,471
IES Holdings, Inc.*		2,717		51,215
Kelly Services, Inc., Class A		102,800		2,692,332
LB Foster Co., Class A*		38,400		1,049,856
Limbach Holdings, Inc.*		14,800		134,680
LS Starrett Co. (The), Class A*		15,000		99,300
Marten Transport, Ltd.		162,561		2,950,482
Matson, Inc.		137,100		5,326,335
Matthews International Corp., Class A		100,000		3,485,000
Milacron Holdings Corp.*		210,000		2,898,000
Miller Industries, Inc.		7,300		224,475
MYR Group, Inc.*		50,000		1,867,500
Navigant Consulting, Inc.		202,028		4,685,029
NL Industries, Inc.*		5,000		18,250

www.bridgeway.com 13

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Northwest Pipe Co.*		21,800	$	562,004
Orion Group Holdings, Inc.*		37,072		99,353
PAM Transportation Services, Inc.*		20,905		1,296,110
Pangaea Logistics Solutions, Ltd.+		2,000		6,700
Park-Ohio Holdings Corp.		51,000		1,662,090
Patriot Transportation Holding, Inc.*		7,500		127,275
Preformed Line Products Co.		6,535		362,823
Quad/Graphics, Inc.		138,800		1,097,908
Quanex Building Products Corp.		75,000		1,416,750
Rush Enterprises, Inc., Class A		139,600		5,098,192
Rush Enterprises, Inc., Class B		46,500		1,716,315
Safe Bulkers, Inc.*		340,200		530,712
Scorpio Bulkers, Inc.		265,000		1,219,000
Servotronics, Inc.		1,000		9,600
SkyWest, Inc.		30,291		1,837,755
Spartan Motors, Inc.		10,000		109,600
SPX FLOW, Inc.*		99,100		4,148,326
Steelcase, Inc., Class A		274,000		4,685,400
Sterling Construction Co., Inc.*		100,000		1,342,000
Textainer Group Holdings, Ltd.*		200,300		2,019,024
Titan Machinery, Inc.*		83,900		1,726,662
TrueBlue, Inc.*		102,350		2,257,841
Tutor Perini Corp.*		177,300		2,459,151
Ultralife Corp.*		22,400		178,080
USA Truck, Inc.*		23,800		240,618
Vectrus, Inc.*		38,000		1,541,280
Veritiv Corp.*		87,400		1,697,308
VSE Corp.		23,600		677,084
Wabash National Corp.		110,100		1,791,327
Willis Lease Finance Corp.*		48,400		2,822,688
				159,653,032
Information Technology - 7.66%
Alpha & Omega Semiconductor, Ltd.*		214,244		2,001,039
Amkor Technology, Inc.*		527,291		3,933,591
Amtech Systems, Inc.*		30,000		165,000
Avaya Holdings Corp.*		350,500		4,174,455
Aviat Networks, Inc.*		15,200		208,240
AXT, Inc.*		30,700		121,572

Industry Company	Shares		Value
Information Technology (continued)
Benchmark Electronics, Inc.		134,000	$	3,366,080
BK Technologies Corp.		40,000		172,000
Cabot Microelectronics Corp.		1,980		217,958
Communications Systems, Inc.		12,500		37,625
Computer Task Group, Inc.*		73,862		296,187
Comtech Telecommunications Corp.		111,015		3,120,632
CSP, Inc.		5,150		78,537
Data I/O Corp.*		25,500		114,750
Diodes, Inc.*		138,899		5,051,757
Fabrinet*		30,000		1,490,100
Finjan Holdings, Inc.*		193,200		428,904
Ichor Holdings, Ltd.*		65,000		1,536,600
Innodata, Inc.*		68,000		61,200
Insight Enterprises, Inc.*		119,700		6,966,540
inTEST Corp.*		55,000		264,550
KEMET Corp.		63,750		1,199,138
Key Tronic Corp.*		47,500		236,550
Kimball Electronics, Inc.*		74,900		1,216,376
ManTech International Corp., Class A		28,800		1,896,480
Methode Electronics, Inc.		73,500		2,099,895
Mind CTI, Ltd.		200		446
NeoPhotonics Corp.*		160,000		668,800
Net 1 UEPS Technologies, Inc.*		152,900		611,600
NetSol Technologies, Inc.*		39,800		222,482
Network-1 Technologies, Inc.		70,000		175,000
Nortech Systems, Inc.*		1,500		5,685
PCM, Inc.*		40,569		1,421,538
PC-Tel, Inc.		72,650		321,840
Photronics, Inc.*		271,050		2,222,610
Presidio, Inc.		212,000		2,898,040
Rambus, Inc.*		140,000		1,685,600
Sanmina Corp.*		135,100		4,090,828
ScanSource, Inc.*		108,500		3,532,760
Steel Connect, Inc.*		170,600		310,492
SunPower Corp.*+		285,000		3,046,650
Sykes Enterprises, Inc.*		104,534		2,870,504
Synaptics, Inc.*		84,500		2,462,330
TiVo Corp.		282,000		2,078,340
Trio-Tech International*		21,800		62,784
TSR, Inc.*		1,000		4,550
TTM Technologies, Inc.*		520,153		5,305,561
Ultra Clean Holdings, Inc.*		73,700		1,025,904

14 Annual Report  |  June 30, 2019

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Information Technology (continued)
Wayside Technology Group, Inc.		16,400	$	185,156
Westell Technologies, Inc., Class A*		66,100		124,268
				75,789,524
Materials - 5.28%
AdvanSix, Inc.*		90,000		2,198,700
Boise Cascade Co.		78,500		2,206,635
Carpenter Technology Corp.		37,100		1,780,058
Clearwater Paper Corp.*		50,000		924,500
Core Molding Technologies, Inc.*		17,000		126,990
Forterra, Inc.*+		200,000		994,000
Friedman Industries, Inc.		52,100		362,616
FutureFuel Corp.		102,800		1,201,732
Gulf Resources, Inc.*		81,200		79,576
Hecla Mining Co.		1,272,000		2,289,600
Intrepid Potash, Inc.*		318,500		1,070,160
Kaiser Aluminum Corp.		22,630		2,208,914
Kraton Corp.*		142,150		4,416,600
Kronos Worldwide, Inc.		180,000		2,757,600
LSB Industries, Inc.*		74,600		290,940
Materion Corp.		18,600		1,261,266
Mercer International, Inc.		276,250		4,273,588
PH Glatfelter Co.		159,400		2,690,672
Ramaco Resources, Inc.*		70,700		376,124
Rayonier Advanced Materials, Inc.		52,200		338,778
Resolute Forest Products, Inc.		512,000		3,686,400
Schnitzer Steel Industries, Inc., Class A		79,700		2,085,749
Schweitzer-Mauduit International, Inc.		56,000		1,858,080
SunCoke Energy, Inc.*		234,700		2,084,136
Trecora Resources*		25,602		245,011
Tredegar Corp.		101,700		1,690,254
Universal Stainless & Alloy Products, Inc.*		1,350		21,600
Verso Corp., Class A*		115,700		2,204,085
Warrior Met Coal, Inc.		250,000		6,530,000
				52,254,364

Industry Company	Shares		Value
Real Estate - 0.26%
Altisource Portfolio Solutions SA*		83,400	$	1,639,644
Consolidated-Tomoka Land Co.		15,400		919,380
				2,559,024
TOTAL COMMON STOCKS - 99.06%				979,705,323
(Cost $935,281,042)
EXCHANGE TRADED FUND - 0.51%
iShares Russell 2000 Value ETF+		41,300		4,976,650
TOTAL EXCHANGE TRADED FUND - 0.51%				4,976,650
(Cost $4,438,399)
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***		2,218		5,301
TOTAL PREFERRED STOCK - 0.00%				5,301
(Cost $4,613)
RIGHTS - 0.04%
Hertz Global Holdings, Inc., expiring 07/12/19*		207,000		403,650
Pan American Silver Corp., CVR, expiring 02/22/24*D		150,000		—
Newstar Financial, Inc., expiring 12/26/19*D		120,000		8,400
TOTAL RIGHTS - 0.04%				412,050
(Cost $120,846)
WARRANTS - 0.00%
Air T Funding, expiring 06/07/20*		11,644		815
Eagle Bulk Shipping, Inc., expiring 10/15/21*		3,317		18
TOTAL WARRANTS - 0.00%				833
(Cost $106,728)

www.bridgeway.com 15

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

	Rate^		Shares		Value
MONEY MARKET FUND - 0.00%
Fidelity Investments Money Market Government Portfolio Class I		2.25%		752	$	752
TOTAL MONEY MARKET FUND - 0.00%						752
(Cost $752)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.77%
Fidelity Investments Money Market Government Portfolio Class I**		2.25%		27,405,876		27,405,876
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.77%						27,405,876
(Cost $27,405,876)
TOTAL INVESTMENTS - 102.38%					$	1,012,506,785
(Cost $967,358,256)
Liabilities in Excess of Other Assets - (2.38%)						(23,491,439	)
NET ASSETS - 100.00%					$	989,015,346

* Non-income producing security.

** This security represents the investment of the collateral received in connection with securities out on loan as of June 30, 2019.

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

^ Rate disclosed as of June 30, 2019.

D Security was fair valued using significant unobservable inputs (see Note 2). As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan at June 30, 2019. Total loaned securities had a value of $26,788,784, which included loaned securities with a value of $27,156 that have been sold and are pending settlement as of June 30, 2019. The total market value of loaned securities excluding these pending sales is $26,761,628.

CVR - Contingent Value Rights

LLC - Limited Liability Company

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 06/30/2019 (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
Consumer Discretionary	$	150,658,158	$	57,450	$	—	$	150,715,608
Information Technology		75,783,839		5,685		—		75,789,524
Other Industries (a)		753,200,191		—		—		753,200,191
Total Common Stocks		979,642,188		63,135		—		979,705,323
Exchange Traded Fund		4,976,650		—		—		4,976,650
Preferred Stock		5,301		—		—		5,301
Rights		403,650		—		8,400		412,050
Warrants		833		—		—		833
Money Market Fund		—		752		—		752
Investments Purchased with Cash Proceeds from Securities Lending		—		27,405,876		—		27,405,876
TOTAL	$	985,028,622	$	27,469,763	$	8,400	$	1,012,506,785

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

16 Annual Report  |  June 30, 2019

OmniSmall-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

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

	Investment in Securities (Value)
	Rights
Balance as of 6/30/2018		$	36,000
Purchases			34,500
Return of Capital			(27,926	)
Realized gain/(loss)			—
Change in unrealized appreciation/(depreciation)			(34,174	)
Transfers in			—
Transfers out			—
Balance as of 06/30/2019		$	8,400
Net change in unrealized appreciation (depreciation) from investments held as of 06/30/2019		$	(34,174	)

See Notes to Financial Statements.

www.bridgeway.com 17

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

June 30, 2019

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

For the quarter ended June 30, 2019, our Fund returned -2.50%, underperforming our primary market benchmark, the Russell 2000 Value Index (+1.38%).

For the fiscal year, our Fund returned -16.49%, underperforming the Russell 2000 Value Index (-6.24%).

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

Standardized Returns as of June 30, 2019

			Annualized
	Quarter	1 Year	5 Years	Since Inception     (12/31/10)
Omni Tax-Managed Small-Cap Value Fund	-2.50%	-16.49%	2.90%	7.82%
Russell 2000 Value Index	1.38%	-6.24%	5.39%	8.70%

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

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

18 Annual Report  |  June 30, 2019

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

Growth of a $10,000 Investment

from Inception December 31, 2010 to June 30, 2019

Detailed Explanation of Quarterly Performance

The Omni Tax-Managed Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. We also seek to minimize the distribution of capital gains within the constraints of the investment objective. This approach is sometimes referred to as “passive, asset class investing.” As of June 30, 2019, we held 616 such stocks in a market-cap weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund’s tilt toward smaller stocks in the small-cap value universe hurt relative results, as smaller stocks underperformed their larger counterparts during the quarter. The Fund’s tilt toward deeper value stocks across multiple value metrics also detracted from relative performance.

From a sector perspective, the Fund’s allocation effect was negative. By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. Lack of exposure to the Utilities sector detracted from relative performance, but avoiding REITs did not significantly impact results during the quarter.

Detailed Explanation of Fiscal Year Performance

The Fund’s tilt toward smaller stocks in the small-cap value universe detracted substantially from relative results during a year when smaller stocks dramatically underperformed their larger counterparts. Likewise, the Fund’s tilt toward deeper value stocks across multiple value metrics also hurt relative results.

From a sector perspective, the Fund’s allocation effect was negative. By design, the Fund does not hold REITs or Utilities stocks. Both positionings hurt relative performance.

www.bridgeway.com 19

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

Top Ten Holdings as of June 30, 2019

Rank	Description	Industry	% of Net Assets
1	Iridium Communications, Inc.	Communication Services	1.0%
2	First BanCorp Puerto Rico	Financials	0.8%
3	Insight Enterprises, Inc.	Information Technology	0.7%
4	Warrior Met Coal, Inc.	Materials	0.7%
5	Arch Coal, Inc., Class A	Energy	0.7%
6	Diodes, Inc.	Information Technology	0.7%
7	FTI Consulting, Inc.	Industrials	0.7%
8	Horace Mann Educators Corp.	Financials	0.6%
9	Prestige Consumer Healthcare, Inc.	Health Care	0.6%
10	Argo Group International Holdings, Ltd.	Financials	0.6%
	Total		7.1%

Industry Sector Representation as of June 30, 2019

	% of Net Assets		% of Russell 2000   Value Index		Difference
Communication Services		4.9%		2.9%		2.0%
Consumer Discretionary		14.8%		8.5%		6.3%
Consumer Staples		2.4%		2.4%		0.0%
Energy		13.4%		5.1%		8.3%
Financials		30.6%		29.4%		1.2%
Health Care		3.4%		4.1%		-0.7%
Industrials		16.4%		11.6%		4.8%
Information Technology		8.1%		11.9%		-3.8%
Materials		5.1%		4.2%		0.9%
Real Estate		0.3%		12.3%		-12.0%
Utilities		0.0%		7.6%		-7.6%
Cash & Other Assets		0.6%		0.0%		0.6%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, June 30, 2019, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

20 Annual Report  |  June 30, 2019

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

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgeway.com 21

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
COMMON STOCKS - 99.56%
Communication Services - 4.88%
A.H. Belo Corp., Class A		39,000	$	143,910
Alaska Communications Systems Group, Inc.*		314,187		537,260
AMC Entertainment Holdings, Inc., Class A+		207,763		1,938,429
ATN International, Inc.		22,000		1,270,060
Cars.com, Inc.*		133,100		2,624,732
Consolidated Communications Holdings, Inc.		125,000		616,250
DHI Group, Inc.*		147,000		524,790
Emmis Communications Corp., Class A*		57,200		271,700
Entercom Communications Corp., Class A		318,030		1,844,574
Entravision Communications Corp., Class A		147,600		460,512
Eros International PLC*+		31,334		42,301
Gannett Co., Inc.		231,000		1,884,960
Gray Television, Inc.*		212,100		3,476,319
Iridium Communications, Inc.*		273,625		6,364,518
Marcus Corp. (The)		92,054		3,034,100
New Media Investment Group, Inc.		64,800		611,712
Saga Communications, Inc., Class A		11,100		346,764
Salem Media Group, Inc.		4,352		10,575
Scholastic Corp.		88,450		2,940,078
Townsquare Media, Inc., Class A		100,100		538,538
Tribune Publishing Co.		6,200		49,414
Urban One, Inc.*		90,000		176,400
				29,707,896
Consumer Discretionary - 14.78%
Abercrombie & Fitch Co., Class A		139,600		2,239,184
AMCON Distributing Co.		1,350		129,370
American Axle & Manufacturing Holdings, Inc.*		199,850		2,550,086
American Outdoor Brands Corp.*		144,000		1,297,440
American Public Education, Inc.*		27,700		819,366
Ark Restaurants Corp.		8,500		173,825
Ascena Retail Group, Inc.*		200,000		122,000
Barnes & Noble Education, Inc.*		178,760		600,634
Barnes & Noble, Inc.		158,100		1,057,689
Bassett Furniture Industries, Inc.		49,859		760,350

Industry Company	Shares		Value
Consumer Discretionary (continued)
BBX Capital Corp.		193,018	$	947,718
Beazer Homes USA, Inc.*		85,000		816,850
Big Lots, Inc.		80,500		2,303,105
Build-A-Bear Workshop, Inc.*		35,000		195,650
Caleres, Inc.		80,000		1,593,600
Canterbury Park Holding Corp.		511		6,306
Carriage Services, Inc.		7,700		146,377
Carrols Restaurant Group, Inc.*		105,000		948,150
Cato Corp. (The), Class A		73,500		905,520
Century Casinos, Inc.*		79,200		768,240
Chico’s FAS, Inc.		216,200		728,594
China Automotive Systems, Inc.*		29,200		67,160
China XD Plastics Co., Ltd.*		48,400		101,640
Citi Trends, Inc.		31,020		453,512
Conn’s, Inc.*		84,000		1,496,880
Container Store Group, Inc. (The)*		139,150		1,018,578
Cooper Tire & Rubber Co.		114,650		3,617,208
Cooper-Standard Holdings, Inc.*		32,000		1,466,240
Crown Crafts, Inc.		13,050		61,335
CSS Industries, Inc.		8,658		42,251
Del Taco Restaurants, Inc.*		117,600		1,507,632
Delta Apparel, Inc.*		23,700		549,366
Designer Brands, Inc., Class A		40,000		766,800
Destination XL Group, Inc.*		147,000		258,720
Dillard’s, Inc., Class A+		43,500		2,709,180
El Pollo Loco Holdings, Inc.*		89,300		951,938
Escalade, Inc.		4,000		45,880
Ethan Allen Interiors, Inc.		58,100		1,223,586
Express, Inc.*		144,000		393,120
Fiesta Restaurant Group, Inc.*		40,000		525,600
Flanigan’s Enterprises, Inc.+		2,500		57,450
Flexsteel Industries, Inc.		2,000		34,120
Fossil Group, Inc.*		115,500		1,328,250
Full House Resorts, Inc.*		70,000		130,900
GameStop Corp., Class A+		140,000		765,800
Genesco, Inc.*		51,500		2,177,935
G-III Apparel Group, Ltd.*		53,600		1,576,912
Good Times Restaurants, Inc.*		4,300		7,568
Group 1 Automotive, Inc.		38,000		3,111,820
Hamilton Beach Brands Holding Co., Class A		3,500		66,675
Haverty Furniture Cos., Inc.		69,659		1,186,293

22 Annual Report  |  June 30, 2019

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Hibbett Sports, Inc.*		30,300	$	551,460
Houghton Mifflin Harcourt Co.*		218,000		1,255,680
International Speedway Corp., Class A		84,760		3,804,876
J Alexander’s Holdings, Inc.*		45,250		508,158
J. Jill, Inc.+		257,500		512,425
JAKKS Pacific, Inc.*		75,000		52,500
K12, Inc.*		82,350		2,504,264
KB Home		134,700		3,465,831
Lakeland Industries, Inc.*		26,450		296,240
Lands’ End, Inc.*		79,300		969,046
Lifetime Brands, Inc.		74,199		701,923
Live Ventures, Inc.*		3,200		22,240
Luby’s, Inc.*		31,900		34,452
MarineMax, Inc.*		54,000		887,760
MDC Holdings, Inc.		41,904		1,373,613
Meritage Homes Corp.*		72,100		3,701,614
Modine Manufacturing Co.*		76,800		1,099,008
Movado Group, Inc.		61,600		1,663,200
Nautilus, Inc.*		76,000		167,960
Office Depot, Inc.		610,000		1,256,600
P&F Industries, Inc., Class A		492		4,093
Party City Holdco, Inc.*+		140,300		1,028,399
Peak Resorts, Inc.		98,600		468,350
Red Robin Gourmet Burgers, Inc.*		4,800		146,736
Rent-A-Center, Inc.*		83,200		2,215,616
Rocky Brands, Inc.		24,550		669,724
RTW RetailWinds, Inc.*		145,700		247,690
Sequential Brands Group, Inc.*		70,000		38,500
Shiloh Industries, Inc.*		35,900		174,833
Shoe Carnival, Inc.+		33,800		932,880
Signet Jewelers, Ltd.		25,000		447,000
Sonic Automotive, Inc., Class A		70,000		1,634,500
SORL Auto Parts, Inc.*+		74,129		257,228
Speedway Motorsports, Inc.		80,556		1,494,314
Sportsman’s Warehouse Holdings, Inc.*		59,400		224,532
Stage Stores, Inc.		42,100		32,417
Strattec Security Corp.		17,300		416,930
Tandy Leather Factory, Inc.*		2,000		11,000
Tilly’s, Inc., Class A		79,800		608,874
Tower International, Inc.		46,000		897,000
TravelCenters of America, LLC*		143,650		520,013
TRI Pointe Group, Inc.*		65,000		778,050
Tuesday Morning Corp.*		74,000		125,060
Unifi, Inc.*		10,800		196,236
Unique Fabricating, Inc.		15,000		40,650

Industry Company	Shares		Value
Consumer Discretionary (continued)
Vera Bradley, Inc.*		75,500	$	906,000
Vista Outdoor, Inc.*		48,000		426,240
Vitamin Shoppe, Inc.*		113,400		446,796
VOXX International Corp.*		22,164		92,202
William Lyon Homes, Class A*		59,497		1,084,630
ZAGG, Inc.*		50,000		348,000
Zumiez, Inc.*		50,900		1,328,490
				89,882,236
Consumer Staples - 2.42%
Alico, Inc.		16,600		503,644
Andersons, Inc. (The)		82,216		2,239,564
Coffee Holding Co., Inc.*		10,000		40,900
Edgewell Personal Care Co.*		64,000		1,724,800
Hostess Brands, Inc.*		230,000		3,321,200
Ingles Markets, Inc., Class A		50,950		1,586,074
Mannatech, Inc.		25,700		436,643
Natural Alternatives International, Inc.*		16,800		195,888
Natural Grocers by Vitamin Cottage, Inc.*		25,000		251,250
Nature’s Sunshine Products, Inc.*		11,000		102,190
Seneca Foods Corp., Class A*		23,150		644,264
SpartanNash Co.		56,182		655,644
Village Super Market, Inc., Class A		39,900		1,057,749
Weis Markets, Inc.		54,100		1,969,781
				14,729,591
Energy - 13.44%
Adams Resources & Energy, Inc.		10,600		363,368
Arch Coal, Inc., Class A		44,400		4,182,924
Archrock, Inc.		299,500		3,174,700
Ardmore Shipping Corp.*		30,000		244,500
Berry Petroleum Corp.		192,000		2,035,200
Bonanza Creek Energy, Inc.*		56,800		1,185,984
Callon Petroleum Co.*		236,300		1,557,217
Carrizo Oil & Gas, Inc.*		105,000		1,052,100
CONSOL Energy, Inc.*		77,500		2,062,275
Contango Oil & Gas Co.*		195,000		339,300
Contura Energy, Inc.*		36,700		1,904,730
Dawson Geophysical Co.*		28,000		70,000
Denbury Resources, Inc.*		1,638,000		2,031,120
DHT Holdings, Inc.		291,800		1,724,538
Diamond Offshore Drilling, Inc.*+		259,700		2,303,539
Dorian LPG, Ltd.*		104,029		938,342

www.bridgeway.com 23

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Energy (continued)
Earthstone Energy, Inc., Class A*		90,000	$	550,800
Era Group, Inc.*		93,800		782,292
Euronav NV		5,253		49,588
Extraction Oil & Gas, Inc.*+		101,400		439,062
Frontline, Ltd.*+		175,000		1,400,000
GasLog, Ltd.		198,137		2,853,173
Gran Tierra Energy, Inc.*		677,500		1,077,225
Green Plains, Inc.		101,950		1,099,021
Gulf Island Fabrication, Inc.*		15,000		106,500
Gulfport Energy Corp.*		200,000		982,000
Hallador Energy Co.		42,600		239,838
Helix Energy Solutions Group, Inc.*		400,500		3,456,315
Independence Contract Drilling, Inc.*		115,281		182,144
International Seaways, Inc.*		399		7,581
Keane Group, Inc.*		120,000		806,400
Lonestar Resources US, Inc., Class A*		67,450		154,460
Matrix Service Co.*		43,000		871,180
McDermott International, Inc.*+		215,001		2,076,910
Midstates Petroleum Co., Inc.*		30,000		176,700
Mitcham Industries, Inc.*		5,000		19,750
Montage Resources Corp.*		25,053		152,823
Nabors Industries, Ltd.		240,000		696,000
NACCO Industries, Inc., Class A		31,450		1,633,513
Natural Gas Services Group, Inc.*		58,888		971,652
Navigator Holdings, Ltd.*		50,000		468,000
Newpark Resources, Inc.*		40,000		296,800
Nine Energy Service, Inc.*		57,700		999,941
Noble Corp. PLC*		901,800		1,686,366
Northern Oil and Gas, Inc.*		300,000		579,000
Oil States International, Inc.*		78,000		1,427,400
Overseas Shipholding Group, Inc., Class A*		253,300		476,204
Par Pacific Holdings, Inc.*		110,300		2,263,356
Penn Virginia Corp.*		36,000		1,104,480
Pioneer Energy Services Corp.*		175,000		44,258
ProPetro Holding Corp.*		118,500		2,452,950
QEP Resources, Inc.*		307,000		2,219,610
Ranger Energy Services, Inc.*		18,000		144,900
Renewable Energy Group, Inc.*		236,319		3,748,019
REX American Resources Corp.*		25,250		1,840,725

Industry Company	Shares		Value
Energy (continued)
Ring Energy, Inc.*		28,300	$	91,975
SandRidge Energy, Inc.*		35,550		246,006
SEACOR Holdings, Inc.*		40,200		1,909,902
SEACOR Marine Holdings, Inc.*		11,063		165,502
Select Energy Services, Inc., Class A*		95,000		1,102,950
SemGroup Corp., Class A		254,000		3,048,000
Ship Finance International, Ltd.		275,500		3,446,505
SilverBow Resources, Inc.*		65,500		907,175
SM Energy Co.		22,000		275,440
Smart Sand, Inc.*+		40,000		97,600
SRC Energy, Inc.*		397,000		1,969,120
Teekay Corp.+		145,000		498,800
TransAtlantic Petroleum, Ltd.*		70,000		50,407
Unit Corp.*		50,025		444,722
US Silica Holdings, Inc.+		119,500		1,528,405
VAALCO Energy, Inc.*		155,000		258,850
				81,748,132
Financials - 30.66%
1347 Property Insurance Holdings, Inc.*		17,500		86,625
1st Constitution Bancorp		5,250		96,968
1st Source Corp.		11,320		525,248
ACNB Corp.		2,600		102,882
A-Mark Precious Metals, Inc.*		1,500		19,575
American National Bankshares, Inc.		4,565		176,894
American River Bankshares		20,744		254,321
AmeriServ Financial, Inc.		66,000		273,900
Argo Group International Holdings, Ltd.		51,394		3,805,726
Arlington Asset Investment Corp., Class A+		72,600		499,488
Atlantic Capital Bancshares, Inc.*		52,933		906,213
Banc of California, Inc.		98,000		1,369,060
Banco Latinoamericano de Comercio Exterior SA, Class E		52,000		1,083,160
Bancorp, Inc. (The)*		151,800		1,354,056
Bank of Princeton (The)		12,500		375,000
BankFinancial Corp.		3,000		41,970
Bankwell Financial Group, Inc.		1,500		43,050
Banner Corp.		20,000		1,083,000
Bar Harbor Bankshares		20,241		538,208
BCB Bancorp, Inc.		26,300		364,255

24 Annual Report  |  June 30, 2019

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Berkshire Hills Bancorp, Inc.		98,610	$	3,095,368
Blue Capital Reinsurance Holdings, Ltd.+		11,127		73,327
Boston Private Financial Holdings, Inc.		130,000		1,569,100
Byline Bancorp, Inc.*		65,000		1,242,800
C&F Financial Corp.		7,400		404,114
Cadence BanCorp.		60,000		1,248,000
Camden National Corp.		33,779		1,549,443
Capital City Bank Group, Inc.		55,750		1,385,388
Capstar Financial Holdings, Inc.		29,900		452,985
CB Financial Services, Inc.		13,500		320,625
Central Pacific Financial Corp.		6,496		194,620
Central Valley Community Bancorp		51,000		1,094,970
Century Bancorp, Inc., Class A		6,800		597,720
Chemung Financial Corp.		12,293		594,244
Citizens Community Bancorp, Inc.		32,000		346,880
Citizens, Inc.*+		17,200		125,560
Civista Bancshares, Inc.		31,921		716,626
CNB Financial Corp.		60,800		1,716,992
Codorus Valley Bancorp, Inc.		12,354		284,142
Colony Bankcorp, Inc.		1,500		25,425
Community Bankers Trust Corp.		48,000		406,560
Community Financial Corp. (The)		3,840		129,523
Community West Bancshares		1,000		9,650
ConnectOne Bancorp, Inc.		58,000		1,314,280
Consumer Portfolio Services, Inc.*		97,000		368,600
County Bancorp, Inc.+		8,700		148,683
Cowen, Inc., Class A*		104,700		1,799,793
Crawford & Co., Class A+		44,000		463,320
Crawford & Co., Class B		40,000		372,400
Customers Bancorp, Inc.*		34,500		724,500
Dime Community Bancshares, Inc.		67,000		1,272,330
DNB Financial Corp.		12,000		533,640
Donegal Group, Inc., Class A		74,100		1,131,507
Eagle Bancorp Montana, Inc.		19,000		315,400
Elevate Credit, Inc.*		20,000		82,400
EMC Insurance Group, Inc.		44,025		1,586,221

Industry Company	Shares		Value
Financials (continued)
Emclaire Financial Corp.+		200	$	6,252
Employers Holdings, Inc.		75,900		3,208,293
Encore Capital Group, Inc.*+		64,700		2,191,389
Enova International, Inc.*		92,400		2,129,820
Entegra Financial Corp.*		23,600		710,832
Enterprise Bancorp, Inc.		27,475		871,232
Equity Bancshares, Inc., Class A*		9,500		253,270
ESSA Bancorp, Inc.		35,000		533,750
Evans Bancorp, Inc.		7,000		264,110
EZCORP, Inc., Class A*		150,100		1,421,447
Farmers National Banc Corp.		150		2,224
FB Financial Corp.		48,000		1,756,800
FBL Financial Group, Inc., Class A		51,166		3,264,391
Federal Agricultural Mortgage Corp., Class C		22,200		1,613,052
FedNat Holding Co.		27,500		392,425
Fidelity Southern Corp.		61,400		1,901,558
Financial Institutions, Inc.		40,300		1,174,745
First BanCorp Puerto Rico		450,000		4,968,000
First Bancorp, Inc.		15,880		426,378
First Bank		41,622		488,642
First Busey Corp.		112,593		2,973,581
First Business Financial Services, Inc.		19,100		448,850
First Capital, Inc.		500		25,270
First Community Bankshares, Inc.		11,000		371,360
First Financial Corp.		27,520		1,105,203
First Financial Northwest, Inc.		26,400		373,560
First Guaranty Bancshares, Inc.		5,499		114,654
First Internet Bancorp		13,800		297,252
First Northwest Bancorp		16,590		269,588
First United Corp.		12,225		240,955
First US Bancshares, Inc.		5,000		46,200
Flushing Financial Corp.		45,041		999,910
FNCB Bancorp, Inc.+		5,000		38,700
Franklin Financial Network, Inc.		18,000		501,480
FS Bancorp, Inc.		7,850		407,180
GAIN Capital Holdings, Inc.+		39,900		164,787
German American Bancorp, Inc.		750		22,590
Global Indemnity, Ltd.		24,443		756,755

www.bridgeway.com 25

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Great Southern Bancorp, Inc.		31,006	$	1,855,709
Hallmark Financial Services, Inc.*		50,158		713,748
Hanmi Financial Corp.		42,400		944,248
Hawthorn Bancshares, Inc.		12,979		347,837
Heartland Financial USA, Inc.		66,950		2,994,674
Hennessy Advisors, Inc.		2,000		19,400
Heritage Insurance Holdings, Inc.		38,200		588,662
Hilltop Holdings, Inc.		156,600		3,330,882
HMN Financial, Inc.*		1,000		21,000
Home Bancorp, Inc.		15,597		600,173
HomeStreet, Inc.*		64,900		1,923,636
Hope Bancorp, Inc.		135,000		1,860,300
HopFed Bancorp, Inc.		23,500		445,795
Horace Mann Educators Corp.		94,950		3,825,536
Horizon Bancorp, Inc.		53,542		874,876
Howard Bancorp, Inc.*		53,100		805,527
Independence Holding Co.		14,950		578,864
James River Group Holdings, Ltd.		79,100		3,709,790
Kingstone Cos., Inc.		21,700		187,705
Ladenburg Thalmann Financial Services, Inc.		276,100		947,023
Lakeland Bancorp, Inc.		70,040		1,131,146
Landmark Bancorp, Inc.		2,430		58,198
LCNB Corp.		27,700		526,300
Limestone Bancorp, Inc.*		1,000		15,250
Luther Burbank Corp.		139,600		1,520,244
Mackinac Financial Corp.+		13,400		211,720
Manning & Napier, Inc.		131,000		229,250
Marlin Business Services Corp.		28,875		719,854
Mercantile Bank Corp.		2,000		65,160
Merchants Bancorp/IN		51,300		873,639
Meta Financial Group, Inc.		60,234		1,689,564
Metropolitan Bank Holding Corp.*		15,100		664,400
Mid Penn Bancorp, Inc.		11,200		279,440
Middlefield Banc Corp.+		2,000		82,000
Midland States Bancorp, Inc.		45,117		1,205,526
MidSouth Bancorp, Inc.+		41,000		485,850
MidWestOne Financial Group, Inc.		48,300		1,350,468
MMA Capital Holdings, Inc.*+		1,500		50,205
Mr Cooper Group, Inc.*		141,703		1,135,041

Industry Company	Shares		Value
Financials (continued)
MutualFirst Financial, Inc.		700	$	23,828
MVB Financial Corp.		40,300		683,488
National Bankshares, Inc.		1,000		38,930
National Holdings Corp.*		2,000		5,420
National Security Group, Inc. (The)+		200		2,400
National Western Life Group, Inc., Class A		7,350		1,888,950
Nelnet, Inc., Class A		16,900		1,000,818
Nicholas Financial, Inc.*+		19,400		182,360
Nicolet Bankshares, Inc.*		16,900		1,048,814
Northeast Bank		22,300		615,034
Northrim BanCorp, Inc.		24,073		858,443
Northwest Bancshares, Inc.		115,000		2,025,150
Ocwen Financial Corp.*		71,400		147,798
OFG Bancorp		118,800		2,823,876
On Deck Capital, Inc.*		310,700		1,289,405
Oppenheimer Holdings, Inc., Class A		27,519		749,067
Opus Bank		75,000		1,583,250
Orrstown Financial Services, Inc.		28,000		615,720
Parke Bancorp, Inc.		17,327		414,982
Patriot National Bancorp, Inc.		11,000		164,230
PB Bancorp, Inc.		14,500		171,825
Peapack Gladstone Financial Corp.		34,968		983,300
Penns Woods Bancorp, Inc.		1,000		45,250
PennyMac Financial Services, Inc.		30,000		665,400
Peoples Bancorp of North Carolina, Inc.		27,380		822,769
Peoples Bancorp, Inc.		39,550		1,275,883
Peoples Financial Services Corp.+		17,600		791,824
People’s United Financial, Inc.		8,000		134,240
Piper Jaffray Cos		30,100		2,235,527
Premier Financial Bancorp, Inc.		50,240		753,600
Protective Insurance Corp., Class B		43,700		759,069
Provident Financial Holdings, Inc.		53,710		1,127,373
Provident Financial Services, Inc.		82,500		2,000,625
Prudential Bancorp, Inc.		2,457		46,486
QCR Holdings, Inc.		3,000		104,610
Regional Management Corp.*		52,100		1,373,877

26 Annual Report  |  June 30, 2019

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Financials (continued)
Reliant Bancorp, Inc.		31,000	$	732,530
Republic Bancorp, Inc., Class A		37,700		1,875,575
Riverview Bancorp, Inc.		66,478		567,722
Safety Insurance Group, Inc.		7,149		680,084
Salisbury Bancorp, Inc.		1,183		46,137
Sandy Spring Bancorp, Inc.		58,300		2,033,504
SB Financial Group, Inc.		30,952		509,470
SB One Bancorp		5,000		111,750
Security National Financial Corp., Class A*		15,827		79,452
Severn Bancorp, Inc.+		30,000		260,700
Shore Bancshares, Inc.		60,400		986,936
Sierra Bancorp		15,939		432,266
Sound Financial Bancorp, Inc.+		1,000		34,150
Southern Missouri Bancorp, Inc.		1,300		45,279
Southern National Bancorp of Virginia, Inc.		57,500		880,325
State Auto Financial Corp.		81,836		2,864,260
Stewart Information Services Corp.		22,750		921,148
Summit Financial Group, Inc.		25,100		673,935
Summit State Bank		6,250		68,750
Territorial Bancorp, Inc.		21,900		676,710
TheStreet, Inc.		7,000		42,910
Tiptree, Inc.		94,200		593,460
Towne Bank		743		20,269
TriState Capital Holdings, Inc.*		15,000		320,100
Triumph Bancorp, Inc.*		5,000		145,250
Two River Bancorp		36,015		517,175
United Community Financial Corp.		10,163		97,260
United Financial Bancorp, Inc.		118,100		1,674,658
United Fire Group, Inc.		50,200		2,432,692
United Insurance Holdings Corp.		43,400		618,884
Unity Bancorp, Inc.		3,500		79,450
Universal Insurance Holdings, Inc.		71,495		1,994,710
Univest Financial Corp.		45,000		1,181,700
Veritex Holdings, Inc.		79,000		2,050,050
Waddell & Reed Financial, Inc., Class A		187,800		3,130,626
Walker & Dunlop, Inc.		67,275		3,579,703
Waterstone Financial, Inc.		43,900		748,934
Wellesley Bank+		1,000		32,610

Industry Company	Shares		Value
Financials (continued)
WesBanco, Inc.		23,200	$	894,360
Westbury Bancorp, Inc.*		2,750		69,025
Western New England Bancorp, Inc.		100,000		934,000
World Acceptance Corp.*		22,500		3,692,475
WSFS Financial Corp.		35,191		1,453,388
				186,539,853
Health Care - 3.38%
Acorda Therapeutics, Inc.*		35,000		268,450
AMAG Pharmaceuticals, Inc.*		100,000		999,000
AngioDynamics, Inc.*		47,000		925,430
Assertio Therapeutics, Inc.*		92,200		318,090
Brookdale Senior Living, Inc.*		410,500		2,959,705
Concert Pharmaceuticals, Inc.*		45,000		540,000
Cross Country Healthcare, Inc.*		46,050		431,949
Electromed, Inc.*		10,000		54,500
FONAR Corp.*		23,400		503,334
InfuSystem Holdings, Inc.*		118,378		509,025
Kewaunee Scientific Corp.		2,500		47,850
Magellan Health, Inc.*		39,500		2,932,085
Mallinckrodt PLC*+		119,900		1,100,682
National HealthCare Corp.		22,982		1,864,989
PDL BioPharma, Inc.*		380,800		1,195,712
Prestige Consumer Healthcare, Inc.*		120,600		3,820,608
Surgery Partners, Inc.*		95,000		773,300
Triple-S Management Corp., Class B*		56,100		1,337,985
				20,582,694
Industrials - 16.39%
Acacia Research Corp.*		101,500		300,440
ACCO Brands Corp.		239,800		1,887,226
Aegion Corp.*		72,100		1,326,640
AeroCentury Corp.*		4,300		31,272
Air T, Inc.*		10,050		175,774
Aircastle, Ltd.		170,900		3,633,334
Alpha Pro Tech, Ltd.*		30,500		104,005
AMREP Corp.*		8,100		55,566
Apogee Enterprises, Inc.		27,600		1,198,944
ARC Document Solutions, Inc.*		224,600		458,184
ArcBest Corp.		50,400		1,416,744
Armstrong Flooring, Inc.*		65,000		640,250
Arotech Corp.*		35,596		70,836

www.bridgeway.com 27

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Art’s-Way Manufacturing Co., Inc.*		15,000	$	30,300
Atkore International Group, Inc.*		75,000		1,940,250
Atlas Air Worldwide Holdings, Inc.*		54,800		2,446,272
BMC Stock Holdings, Inc.*		158,800		3,366,560
Briggs & Stratton Corp.		60,700		621,568
Caesarstone, Ltd.		31,000		465,930
CAI International, Inc.*		64,500		1,600,890
Chicago Rivet & Machine Co.		1,000		28,490
Civeo Corp.*		113,700		195,564
Commercial Vehicle Group, Inc.*		73,600		590,272
Costamare, Inc.		255,000		1,308,150
Covenant Transportation Group, Inc., Class A*		42,550		625,910
CRA International, Inc.		22,000		843,260
DLH Holdings Corp.*		52,500		266,700
Ducommun, Inc.*		34,300		1,545,901
Eagle Bulk Shipping, Inc.*		230,000		1,205,200
Eastern Co. (The)		20,104		563,314
Echo Global Logistics, Inc.*		60,000		1,252,200
Ecology and Environment, Inc., Class A		18,536		202,042
Ennis, Inc.		124,265		2,549,918
EnPro Industries, Inc.		42,600		2,719,584
Foundation Building Materials, Inc.*		59,800		1,063,244
FTI Consulting, Inc.*		47,500		3,982,400
Genco Shipping & Trading, Ltd.*		95,000		801,800
General Finance Corp.*		50,000		418,500
Goldfield Corp. (The)*		114,000		262,200
Great Lakes Dredge & Dock Corp.*		144,800		1,598,592
Greenbrier Cos, Inc. (The)		34,100		1,036,640
Hawaiian Holdings, Inc.		62,300		1,708,889
Herc Holdings, Inc.*		55,000		2,520,650
Hertz Global Holdings, Inc.*		103,400		1,650,264
Highpower International, Inc.*		25,922		109,909
Hub Group, Inc., Class A*		60,700		2,548,186
Hurco Cos., Inc.		17,615		626,389
IES Holdings, Inc.*		3,600		67,860
Innovative Solutions & Support, Inc.*		23,300		118,830
Kelly Services, Inc., Class A		78,400		2,053,296
LB Foster Co., Class A*		32,500		888,550

Industry Company	Shares		Value
Industrials (continued)
Limbach Holdings, Inc.*		25,000	$	227,500
LS Starrett Co. (The), Class A*		9,400		62,228
Marten Transport, Ltd.		100,776		1,829,084
Matson, Inc.		90,590		3,519,422
Matthews International Corp., Class A		58,500		2,038,725
Milacron Holdings Corp.*		135,000		1,863,000
Miller Industries, Inc.		22,700		698,025
MYR Group, Inc.*		40,000		1,494,000
Navigant Consulting, Inc.		125,900		2,919,621
NL Industries, Inc.*		5,000		18,250
Northwest Pipe Co.*		20,100		518,178
Orion Group Holdings, Inc.*		52,672		141,161
PAM Transportation Services, Inc.*		16,000		992,000
Pangaea Logistics Solutions, Ltd.+		4,800		16,080
Park-Ohio Holdings Corp.		24,000		782,160
Patriot Transportation Holding, Inc.*		7,500		127,275
Powell Industries, Inc.		20,400		775,200
Preformed Line Products Co.		4,600		255,392
Quad/Graphics, Inc.+		87,600		692,916
Quanex Building Products Corp.		70,000		1,322,300
Rush Enterprises, Inc., Class A		48,600		1,774,872
Rush Enterprises, Inc., Class B		34,700		1,280,777
Safe Bulkers, Inc.*		197,100		307,476
Scorpio Bulkers, Inc.		108,700		500,020
Servotronics, Inc.		1,000		9,600
SkyWest, Inc.		25,200		1,528,884
Spartan Motors, Inc.		10,000		109,600
SPX FLOW, Inc.*		74,700		3,126,942
Steelcase, Inc., Class A		202,600		3,464,460
Sterling Construction Co., Inc.*		15,800		212,036
Textainer Group Holdings, Ltd.*		80,500		811,440
Titan Machinery, Inc.*		47,800		983,724
TrueBlue, Inc.*		44,250		976,155
Tutor Perini Corp.*		96,200		1,334,294
USA Truck, Inc.*		17,700		178,947
Vectrus, Inc.*		11,900		482,664
Veritiv Corp.*		14,633		284,173
VSE Corp.		25,560		733,316

28 Annual Report  |  June 30, 2019

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Industrials (continued)
Wabash National Corp.		87,000	$	1,415,490
Willis Lease Finance Corp.*		47,634		2,778,015
				99,709,091
Information Technology - 8.14%
Alpha & Omega
Semiconductor, Ltd.*		61,905		578,193
Amkor Technology, Inc.*		408,000		3,043,680
Applied Optoelectronics, Inc.*+		27,800		285,784
Avaya Holdings Corp.*		169,300		2,016,363
Aviat Networks, Inc.*		13,800		189,060
Bel Fuse, Inc., Class B		33,300		571,761
Benchmark Electronics, Inc.		94,300		2,368,816
BK Technologies Corp.		35,000		150,500
Communications Systems, Inc.		5,800		17,458
Computer Task Group, Inc.*		81,000		324,810
Comtech Telecommunications Corp.		61,785		1,736,776
CSP, Inc.		5,150		78,538
Diodes, Inc.*		112,600		4,095,262
Finjan Holdings, Inc.*		88,700		196,914
GSE Systems, Inc.*		22,500		52,650
Ichor Holdings, Ltd.*		40,500		957,420
Innodata, Inc.*		43,000		38,700
Insight Enterprises, Inc.*		74,600		4,341,720
inTEST Corp.*		54,500		262,145
KEMET Corp.		126,750		2,384,168
Key Tronic Corp.*		18,600		92,628
Kimball Electronics, Inc.*		59,100		959,784
KVH Industries, Inc.*		13,600		147,832
Mind CTI, Ltd.		500		1,115
NeoPhotonics Corp.*		71,000		296,780
Net 1 UEPS Technologies, Inc.*		51,400		205,600
NetSol Technologies, Inc.*		15,700		87,763
Network-1 Technologies, Inc.		50,000		125,000
Nortech Systems, Inc.*		1,500		5,685
PCM, Inc.*		35,500		1,243,920
PC-Tel, Inc.		37,950		168,118
Perceptron, Inc.*		13,500		60,075
Photronics, Inc.*		171,470		1,406,054
Presidio, Inc.		167,300		2,286,991
Rambus, Inc.*		110,000		1,324,400
RF Industries, Ltd.		35,000		295,400
Sanmina Corp.*		90,900		2,752,452
ScanSource, Inc.*		64,500		2,100,120
Steel Connect, Inc.*		135,000		245,700
Stratasys, Ltd.*		80,000		2,349,600

Industry Company	Shares		Value
Information Technology (continued)
SunPower Corp.*+		268,900	$	2,874,541
Sykes Enterprises, Inc.*		92,750		2,546,915
Synaptics, Inc.*		20,000		582,800
TiVo Corp.		136,400		1,005,268
Trio-Tech International*		13,000		37,440
TSR, Inc.*		1,385		6,302
TTM Technologies, Inc.*		219,402		2,237,900
Ultra Clean Holdings, Inc.*		7,000		97,440
Wayside Technology Group, Inc.		15,700		177,253
Westell Technologies, Inc., Class A*		59,900		112,612
				49,524,206
Materials - 5.13%
AdvanSix, Inc.*		58,900		1,438,927
American Vanguard Corp.		4,800		73,968
Boise Cascade Co.		68,400		1,922,724
Clearwater Paper Corp.*		46,000		850,540
Forterra, Inc.*+		170,000		844,900
Friedman Industries, Inc.		32,900		228,984
FutureFuel Corp.		79,500		929,355
Gulf Resources, Inc.*		18,150		17,787
Hecla Mining Co.		749,000		1,348,200
Intrepid Potash, Inc.*		185,000		621,600
Kraton Corp.*		110,477		3,432,520
Kronos Worldwide, Inc.		35,000		536,200
LSB Industries, Inc.*		103,500		403,650
Materion Corp.		21,400		1,451,134
Mercer International, Inc.		164,850		2,550,230
PH Glatfelter Co.		50,000		844,000
Rayonier Advanced Materials, Inc.		180,500		1,171,445
Resolute Forest Products, Inc.		202,500		1,458,000
Schnitzer Steel Industries, Inc., Class A		77,600		2,030,792
SunCoke Energy, Inc.*		181,200		1,609,056
Synalloy Corp.		2,200		34,364
Trecora Resources*		18,600		178,002
Tredegar Corp.		77,600		1,289,712
Universal Stainless & Alloy Products, Inc.*		1,350		21,600
Verso Corp., Class A*		85,301		1,624,984
Warrior Met Coal, Inc.		163,000		4,257,560
				31,170,234
Real Estate - 0.34%
Altisource Portfolio Solutions SA*		72,000		1,415,520

www.bridgeway.com 29

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Industry Company	Shares		Value
Common Stocks (continued)
Real Estate (continued)
Consolidated-Tomoka Land Co.		11,000	$	656,700
Forestar Group, Inc.*		1		20
				2,072,240
TOTAL COMMON STOCKS - 99.56%				605,666,173
(Cost $551,611,745)
PREFERRED STOCK - 0.00%
Air T Funding, 8.00%***+		5,307		12,684
TOTAL PREFERRED STOCK - 0.00%				12,684
(Cost $11,039)
RIGHTS - 0.03%
Hertz Global Holdings, Inc., expiring 07/12/19*		103,400		201,630
Newstar Financial, Inc., expiring 12/26/19*D		105,100		7,357
TOTAL RIGHTS - 0.03%				208,987
(Cost $75,625)
WARRANTS - 0.00%
Air T Funding, expiring 06/07/20*		27,864		1,950
Eagle Bulk Shipping, Inc., expiring 10/15/21*		8,501		47
TOTAL WARRANTS - 0.00%				1,997
(Cost $73,557)

	Rate^		Shares		Value
MONEY MARKET FUND - 0.52%
Fidelity Investments Money Market Government Portfolio Class I		2.25%		3,162,366		$3,162,366
TOTAL MONEY MARKET FUND - 0.52%						3,162,366
(Cost $3,162,366)
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.68%
Fidelity Investments Money Market Government Portfolio Class I**		2.25%		16,314,418		16,314,418
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 2.68%						16,314,418
(Cost $16,314,418)
TOTAL INVESTMENTS - 102.79%						$625,366,625
(Cost $571,248,750)
Liabilities in Excess of Other Assets - (2.79%)						(16,998,603	)
NET ASSETS - 100.00%						$608,368,022

* Non-income producing security.

** This security represents the investment of the collateral received in connection with securities out on loan as of June 30, 2019.

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

^ Rate disclosed as of June 30, 2019.

D Security was fair valued using significant unobservable inputs (see Note 2). As such, the security is classified as Level 3 in the fair value hierarchy.

+ This security or a portion of the security is out on loan at June 30, 2019. Total loaned securities had a value of $15,732,909, which included loaned securities with a value of $459,737 that have been sold and are pending settlement as of June 30, 2019. The total market value of loaned securities excluding these pending sales is $15,273,172.

LLC - Limited Liability Company

PLC - Public Limited Company

30 Annual Report  |  June 30, 2019

Omni Tax-Managed Small-Cap Value Fund SCHEDULE OF INVESTMENTS(continued)
Showing percentage of net assets as of June 30, 2019

Summary of inputs used to value the Fund’s investments as of 06/30/2019 (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
Consumer Discretionary	$	89,824,786	$	57,450	$	—	$	89,882,236
Information Technology		49,518,521		5,685		—		49,524,206
Other Industries (a)		466,259,731		—		—		466,259,731
Total Common Stocks		605,603,038		63,135		—		605,666,173
Preferred Stock		12,684						12,684
Rights		201,630		—		7,357		208,987
Warrants		1,997		—		—		1,997
Money Market Fund		—		3,162,366		—		3,162,366
Investments Purchased with Cash Proceeds from Securities Lending		—		16,314,418		—		16,314,418
TOTAL	$	605,819,349	$	19,539,919	$	7,357	$	625,366,625

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

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

	Investment in Securities (Value)
	Rights
Balance as of 06/30/2018		$	31,530
Purchases			—
Return of Capital			(24,459	)
Realized gain/(loss)			—
Change in unrealized appreciation/ (depreciation)			286
Transfers in			—
Transfers out			—
Balance as of 06/30/2019		$	7,357
Net change in unrealized appreciation (depreciation) from investments held as of 06/30/2019		$	286

See Notes to Financial Statements.

www.bridgeway.com 31

STATEMENTS OF ASSETS AND LIABILITIES

June 30, 2019

ASSETS	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
Investments at value		$	1,012,506,785		$	625,366,625
Receivables:
Portfolio securities sold			3,903,147			3,280,798
Fund shares sold			1,389,962			663,337
Dividends and interest			660,116			350,852
Prepaid expenses			110,130			80,316
Total assets			1,018,570,140			629,741,928
LIABILITIES
Payables:
Portfolio securities purchased			1,083,199			3,497,017
Fund shares redeemed			195,722			1,154,495
Loan payable			306,000			-
Payable upon return of securities loaned			27,405,876			16,314,418
Accrued Liabilities:
Investment advisory fees			263,460			180,202
Administration fees			22,430			13,830
Directors’ fees			2,365			1,780
Other			275,742			212,164
Total liabilities			29,554,794			21,373,906
NET ASSETS		$	989,015,346		$	608,368,022
NET ASSETS REPRESENT
Paid-in capital		$	933,772,807		$	551,222,282
Distributable earnings*			55,242,539			57,145,740
NET ASSETS		$	989,015,346		$	608,368,022
Shares of common stock outstanding of $.001 par value**			66,083,436			42,152,928
Net asset value, offering price and redemption price per share		$	14.97		$	14.43
Total investments at cost		$	967,358,256		$	571,248,750

* Effective December 31, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X and discloses total distributable earnings. See Note 2 for further details.

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

See Notes to Financial Statements.

32 Annual Report  |  June 30, 2019

STATEMENTS OF OPERATIONS
Year Ended June 30, 2019

	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
INVESTMENT INCOME
Dividends		$	15,914,908			$	11,641,252
Less: foreign taxes withheld			(16,788	)			(8,098	)
Interest			90,620				39,638
Securities lending			873,168				680,677
Total Investment Income			16,861,908				12,353,469
EXPENSES
Investment advisory fees			4,647,553				3,464,321
Administration fees			246,701				182,268
Accounting fees			197,918				169,133
Transfer agent fees			10,735				10,916
Professional fees			194,124				150,615
Custody fees			28,343				45,607
Blue sky fees			65,312				61,271
Directors’ and officers’ fees			98,372				71,915
Shareholder servicing fees			811,067				623,664
Reports to shareholders			52,231				39,814
Miscellaneous expenses			162,682				163,747
Total Expenses			6,515,038				4,983,271
Less investment advisory fees waived			(937,974	)			(826,118	)
Net Expenses			5,577,064				4,157,153
NET INVESTMENT INCOME			11,284,844				8,196,316
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain on:
Investments			33,634,476				16,849,423
Change in Unrealized Appreciation (Depreciation) on:
Investments			(192,113,168	)			(167,424,940	)
Net Realized and Unrealized Loss on Investments			(158,478,692	)			(150,575,517	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	(147,193,848	)		$	(142,379,201	)

See Notes to Financial Statements.

www.bridgeway.com 33

STATEMENTS OF CHANGES IN NET ASSETS

	Omni Small-Cap Value						Omni Tax-Managed Small-Cap Value
	Year Ended June 30,						Year Ended June 30,
	2019			2018			2019			2018
OPERATIONS
Net investment income	$	11,284,844		$	6,995,943		$	8,196,316		$	6,345,885
Net realized gain on investments		33,634,476			54,647,102			16,849,423			46,319,987
Net change in unrealized appreciation (depreciation) on investments		(192,113,168	)		63,773,834			(167,424,940	)		55,911,577
Net increase (decrease) in net assets resulting from operations		(147,193,848	)		125,416,879			(142,379,201	)		108,577,449
DISTRIBUTIONS:
From net investment income and net realized gains*		(68,537,520	)		(50,546,932	)		(51,987,352	)		(40,512,145	)
Net decrease in net assets from distributions**		(68,537,520	)		(50,546,932	)		(51,987,352	)		(40,512,145	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		446,724,382			203,730,487			326,663,113			168,009,722
Reinvestment of distributions		68,487,234			50,537,299			51,833,228			40,413,658
Cost of shares redeemed		(223,662,871	)		(126,296,700	)		(380,949,961	)		(114,515,838	)
Net increase (decrease) in net assets resulting from share transactions		291,548,745			127,971,086			(2,453,620	)		93,907,542
Net increase (decrease) in net assets		75,817,377			202,841,033			(196,820,173	)		161,972,846
NET ASSETS:
Beginning of year		913,197,969			710,356,936			805,188,195			643,215,349
End of year***	$	989,015,346		$	913,197,969		$	608,368,022		$	805,188,195
SHARES ISSUED & REDEEMED
Issued		29,158,856			10,867,100			21,486,464			9,329,371
Distributions reinvested		4,802,751			2,766,136			3,753,311			2,304,085
Redeemed		(13,930,780	)		(6,729,805	)		(25,251,515	)		(6,460,884	)
Net increase (decrease) in shares		20,030,827			6,903,431			(11,740	)		5,172,572
Outstanding at beginning of year		46,052,609			39,149,178			42,164,668			36,992,096
Outstanding at end of year		66,083,436			46,052,609			42,152,928			42,164,668

* For the year ended June 30, 2018, the distributions to shareholders from net investment income were $ 6,405,244 and $8,820,586, and net realized gains were $44,141,688 and $31,691,559 for Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund, respectively.

** Effective December 31, 2018, the Fund has adopted disclosure requirements conforming to SEC Rule 6-04.17 of Regulation S-X. See Note 2 for further details.

*** The balance as of June 30, 2018, includes $2,782,031 and $2,718,400 of undistributed net investment income for Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund, respectively.

See Notes to Financial Statements.

34 Annual Report  |  June 30, 2019

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

OMNI SMALL-CAP VALUE

	Year Ended June 30
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$19.83	$18.14	$14.66	$15.49	$16.63
Income from Investment Operations:
Net Investment Income(a)	0.20	0.17	0.17	0.17	0.14
Net Realized and Unrealized Gain (Loss)	(3.61)	2.77	3.48	(0.86)	(0.46)
Total from Investment Operations	(3.41)	2.94	3.65	(0.69)	(0.32)
Less Distributions to Shareholders from:
Net Investment Income	(0.17)	(0.16)	(0.17)	(0.14)	(0.09)
Net Realized Gain	(1.28)	(1.09)	-	-	(0.73)
Total Distributions	(1.45)	(1.25)	(0.17)	(0.14)	(0.82)
Net Asset Value, End of Year	$14.97	$19.83	$18.14	$14.66	$15.49
Total Return(b)	(16.82%)	16.75%	24.83%	(4.42%)	(1.48%)
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$989,015	$913,198	$710,357	$558,286	$459,367
Expenses Before Waivers and Reimbursements	0.70%	0.70%	0.71%	0.71%	0.71%
Expenses After Waivers and Reimbursements	0.60%	0.60%	0.60%	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.21%	0.88%	1.00%	1.17%	0.88%
Portfolio Turnover Rate	29%	24%	23%	24%	25%

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

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

See Notes to Financial Statements.

www.bridgeway.com 35

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each year indicated)

OMNI TAX-MANAGED SMALL-CAP VALUE

	Year Ended June 30
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$19.10	$17.39	$14.04	$14.65	$15.54
Income from Investment Operations:
Net Investment Income(a)	0.20	0.16	0.17	0.16	0.12
Net Realized and Unrealized Gain (Loss)	(3.42)	2.61	3.32	(0.66)	(0.42)
Total from Investment Operations	(3.22)	2.77	3.49	(0.50)	(0.30)
Less Distributions to Shareholders from:
Net Investment Income	(0.20)	(0.23)	(0.14)	(0.11)	(0.03)
Net Realized Gain	(1.25)	(0.83)	-	-	(0.56)
Total Distributions	(1.45)	(1.06)	(0.14)	(0.11)	(0.59)
Net Asset Value, End of Year	$14.43	$19.10	$17.39	$14.04	$14.65
Total Return(b)	(16.49%)	16.48%	24.83%	(3.42%)	(1.62%)
Ratios and Supplemental Data:
Net Assets, End of Year (in 000’s)	$608,368	$805,188	$643,215	$505,995	$461,101
Expenses Before Waivers and Reimbursements	0.72%	0.70%	0.71%	0.72%	0.71%
Expenses After Waivers and Reimbursements	0.60%	0.60%	0.60%	0.60%	0.60%
Net Investment Income After Waivers and Reimbursements	1.18%	0.89%	1.04%	1.20%	0.84%
Portfolio Turnover Rate	42%	27%	23%	29%	30%

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

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

See Notes to Financial Statements.

36 Annual Report  |  June 30, 2019

NOTES TO FINANCIAL STATEMENTS
June 30, 2019

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 9 investment funds as of June 30, 2019 (each is referred to as a “Bridgeway Fund” and collectively, the “Bridgeway Funds”). The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value, Blue Chip (formerly, Blue Chip 35 Index) and Managed Volatility Funds are presented in a separate report. The Omni Small-Cap Value Fund and the Omni Tax-Managed Small-Cap Value Fund (each a “Fund” and together, the “Funds”) are presented in this report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of June 30, 2019, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip 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 Growth and Small-Cap Value Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

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

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

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

2. Significant Accounting Policies:

The following summary of significant accounting policies, followed in the preparation of the financial statements of the Funds, are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Each Fund is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies.

New Accounting PronouncementsThe SEC recently adopted changes to Regulation S-X to simplify the reporting of information by registered investment companies in financial statements. The amendments require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and also require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, if any, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets. These Regulation S-X amendments are reflected in the Funds’ financial statements for the year ended June 30, 2019.

Securities and Other Investments ValuationSecurities for which market quotations are readily available are valued at the last sale price on the national exchange on which such securities are primarily traded. In the case of securities reported on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system, the securities are valued based on the NASDAQ Official Closing Price (“NOCP”). In the absence of recorded sales on their home exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions.

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

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

www.bridgeway.com 37

NOTES TO FINANCIAL STATEMENTS(continued)
June 30, 2019

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.

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 Fidelity Investments Money Market Government Portfolio - Class I, which is held by the Funds, invests primarily in securities that are valued at amortized cost. Therefore, this investment is classified as a Level 2 investment.

• Level 3 — significant unobservable inputs (including the Funds’ 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 June 30, 2019 is included with each Fund’s Schedule of Investments.

Details regarding material transfers into, and material transfers out of, Level 3, if any, can be found at the end of each Schedule of Investments for Funds that held Level 3 securities.

Securities LendingUpon lending its securities to third parties, each Fund receives compensation in the form of fees. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. The remaining contractual maturity of all securities lending transactions is overnight and continuous. Each Fund has the right under the lending agreement to recover the securities from the borrower on demand. Additionally, a Fund does not have the right to sell or 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.

38 Annual Report  |  June 30, 2019

NOTES TO FINANCIAL STATEMENTS(continued)
June 30, 2019

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

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

The market value of securities on loan, all of which are classified as common stocks in the Funds’ Schedules of Investments, and the value of the related collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value.

The following table is a summary of the Funds’ securities loaned and related collateral, which are subject to a netting agreement as of June 30, 2019:

							Gross Amount Not Offset in the Statement of Assets and Liabilities
Fund	Gross Amounts of Recognized Assets1		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Assets Presented in the Statement of Assets and Liabilities		Financial Instruments		Collateral Received2		Net Amount
Omni Small-Cap Value
Securities lending		$26,788,784		-		$26,788,784		-		$26,788,784		-
Omni Tax-Managed Small-Cap Value
Securities lending		$15,732,909		-		$15,732,909		-		$15,732,909		-

¹  Securities loaned with a value of $27,156 and $459,737 in Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund have been sold and are pending settlement on July 2, 2019, respectively.

²  Collateral with a value of $27,405,876 and $16,314,418 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 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 June 30, 2019, the collateral consisted of an institutional government money market fund.

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

Concentrations of Credit RiskThe Funds maintain cash and securities in its custody account maintained by a high-credit, quality financial institution. Cash balances may, at times, exceed the FDIC insurance limit. Cash balances are generally invested in a short-term investment vehicle, which minimizes the risk of cash balances exceeding the FDIC insurance limit.

Risks and UncertaintiesThe 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.

www.bridgeway.com 39

NOTES TO FINANCIAL STATEMENTS(continued)
June 30, 2019

Security Transactions, Investment Income and ExpensesSecurity transactions are accounted for as of the trade date, the date the order to buy or sell is executed. Realized gains and losses are computed on the identified cost basis. Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis from settlement date.

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

Distributions to ShareholdersThe Funds pay dividends from net investment income and distribute realized capital gains annually, usually in December and are recorded on ex-date.

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

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

The Funds have entered into a management agreement with the Adviser. As compensation for the advisory services rendered, facilities furnished, and expenses borne by the Adviser, the Funds pay the Adviser a fee of 0.50% of the value of each Fund’s average daily net assets, computed daily and payable monthly.

Expense limitations:The Adviser has agreed to reimburse the Funds for operating expenses and advisory fees above the expense limitations presented in the table below, which are shown as a ratio of net expenses to average net assets, for each Fund, for the year ended June 30, 2019. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

Bridgeway Fund	Expense Limitation			Total Waivers     for Year Ended     6/30/19
Omni Small-Cap Value*		0.60	%		$937,974
Omni Tax-Managed Small-Cap Value*		0.60	%		826,118

* 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 Adviser waived the fees or reimbursed the expenses and that the reimbursements do not cause the Funds to exceed the expense limitation in effect at the time of the waiver or the current expense limitation, if different. The Omni Small-Cap Value Fund has recoupable expenses of $716,803, $759,479, and $937,974, which expire no later than June 30, 2020, June 30, 2021 and June 30, 2022, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $674,880, $691,272, and $826,118, which expire no later than June 30, 2020, June 30, 2021, and June 30, 2022, 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 year ended June 30, 2019 were as follows:

Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales
Omni Small-Cap Value		$50,505,114		$28,113,884
Omni Tax-Managed Small-Cap Value		30,537,805		48,386,425

40 Annual Report  |  June 30, 2019

NOTES TO FINANCIAL STATEMENTS(continued)
June 30, 2019

The Adviser entered into an Administrative Services Agreement with Bridgeway Funds, pursuant to which the Adviser provides various administrative services to the Funds including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds; (iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Bridgeway Funds, the Adviser is paid an aggregate annual fee of $775,000, payable in equal monthly installments. During the year ended June 30, 2019, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $246,701 and $182,268, respectively.

Board of Directors CompensationEffective November 8, 2018, Independent Directors are paid an annual retainer of $20,000, with an additional retainer of $5,000 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. In addition, Independent Directors are paid $11,000 per meeting for meeting fees. Prior to November 8, 2018, Independent Directors were 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, and $9,000 per meeting. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

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

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

4. Distribution Agreement:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares, pursuant to a Distribution Agreement dated May 31, 2017. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares, pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the year ended June 30, 2019 were as follows:

	Purchases				Sales
	U.S. Government		Other		U.S. Government		Other
Omni Small-Cap Value		$    -		$508,779,150		$    -		$272,714,673
Omni Tax-Managed Small-Cap Value		-		292,403,478		-		338,563,245

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.

www.bridgeway.com 41

NOTES TO FINANCIAL STATEMENTS(continued)
June 30, 2019

Unrealized Appreciation and Depreciation on Investments (Tax Basis)The amount of net unrealized appreciation/depreciation and the cost of investment securities for tax purposes, including short-term securities at June 30, 2019, were as follows:

	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
Gross appreciation (excess of value over tax cost)		$	156,690,727			$	109,441,996
Gross depreciation (excess of tax cost over value)			(111,681,886	)			(55,464,875	)
Net unrealized appreciation (depreciation)		$	45,008,841			$	53,977,121
Cost of investments for income tax purposes		$	967,497,944			$	571,389,504

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).

Classifications of DistributionsNet 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 fiscal years ended June 30, 2019 and 2018, is as follows:

	Omni Small-Cap Value						Omni Tax-Managed Small-Cap Value
	Year Ended     June 30, 2019			Year Ended     June 30, 2018			Year Ended     June 30, 2019			Year Ended June 30, 2018
Distributions paid from:
Ordinary Income		$	7,943,782		$	6,405,244		$	7,212,071		$	8,820,586
Long-Term Capital Gain			60,593,738			44,141,688			44,775,281			31,691,559
Total		$	68,537,520		$	50,546,932		$	51,987,352		$	40,512,145

Components of Accumulated EarningsAs of June 30, 2019, the components of accumulated earnings on a tax basis were:

	Omni Small-Cap Value				Omni Tax-Managed Small-Cap Value
Undistributed Net Investment Income		$	5,305,674			$	3,168,619
Undistributed Net Realized Gain on Investments			4,928,024				-
Net Unrealized Appreciation of Investments			45,008,841				53,977,121
Total		$	55,242,539			$	57,145,740
For the fiscal year June 30, 2019, 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		$	5,549,815			$	5,941,844
Distributable Earnings			(5,549,815	)			(5,941,844	)

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 PFICs and partnerships.

42 Annual Report  |  June 30, 2019

NOTES TO FINANCIAL STATEMENTS(continued)
June 30, 2019

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 any 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 12, 2019. 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 0.085% 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 Euro-dollar 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 year ended June 30, 2019, 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		3.54	%		$	1,887,800		65		$	12,070		$	9,763,000
Omni Tax-Managed Small-Cap Value		3.67	%			5,033,451		71			36,439			15,000,000
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.

On June 30, 2019, Omni Small-Cap Value had loans outstanding in the amount of $306,000, exclusive of interest payable on the loan.

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 43

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Bridgeway Funds, Inc.

and the Shareholders of Omni Small-Cap Value Fund

and Omni Tax-Managed Small-Cap Value Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund, each a series of shares of beneficial interest in Bridgeway Funds, Inc. (the “Funds”), including the schedules of investments, as of June 30, 2019, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended, and the related notes (collectively referred to as the“financialstatements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2019, and the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended and their financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2019 by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    BBD, LLP

We have served as the auditor of one or more of the Funds in the Bridgeway Funds, Inc. since 2005.

Philadelphia, Pennsylvania

August 26, 2019

44 Annual Report  |  June 30, 2019

OTHER INFORMATION (Unaudited)
June 30, 2019

1. Shareholder Tax Information

Certain tax information regarding the Funds is required to be provided to shareholders based upon each Fund’s income and distributions for the taxable year ended June 30, 2019. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2018.

The Funds report the following items with regard to distributions paid during the fiscal year ended June 30, 2019. All reportings are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

	Omni Small-Cap Value			Omni Tax-Managed Small Cap Value
Corporate Dividends Received Deduction		100.00	%		100.00	%
Qualified Dividend Income		100.00	%		100.00	%
Qualified Interest Related Dividends		0.44	%		0.33	%
Qualified Short Term Capital Gain Dividends		0.00	%		0.00	%

During the fiscal year ended June 30, 2019, the Funds paid distributions from ordinary income and long-term capital gain which included equalization debits summarized below:

	Omni Small-Cap Value			Omni Tax-Managed Small-Cap Value
Ordinary Income Distributions		$	7,943,782		$	7,212,071
Equalization Debits Included in Ordinary Income Distributions			910,211			664,818
Long-Term Capital Gain Distributions			60,593,738			44,775,281
Equalization Debits Included in Long-Term Capital Gain Distributions			4,639,604			5,277,026

2. Proxy Voting

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to the portfolio securities and a summary of proxies voted by the Funds for the period ended June 30, 2019 are available without a charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov.

3. Fund Holdings

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

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

4. Approval of Investment Management Agreement

Bridgeway Funds, Inc.’s (the “Company”) management agreement (the “Management Agreement”) with its investment adviser, Bridgeway Capital Management, Inc. (the “Adviser”), on behalf of each of the Company’s funds must be approved for an initial term no greater than two years and renewed at least annually thereafter by the board of directors of the Company (the “Board” or “Directors”) or a vote of a majority of the outstanding voting securities of each fund. In addition, the renewal

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OTHER INFORMATION (Unaudited)(continued)
June 30, 2019

must be approved by a majority of the Directors who are not parties to the Management Agreement or “interested persons” of any party thereto (the “Independent Directors”), cast in person at a meeting called specifically for the purpose of voting on such approval.

The Board has five regularly scheduled meetings each year and takes into account throughout the year matters bearing on the approval of the Management Agreement. For example, the Board or its standing committees consider at meetings during the year various factors that are relevant to the annual renewal of each fund’s Management Agreement, including the quality of services and support provided to each fund by the Adviser, the Adviser’s compliance program, including the effectiveness of its implementation, comparative performance information for each fund, the risk assessment of the funds and “deep dives” on the strategy and performance of certain funds on a periodic basis. Additionally, between regular Board meetings the Adviser provides the Board with updated financial information on the Adviser and strategic direction and marketing efforts.

On May 9, 2019, the Board, including a majority of the Independent Directors, met in person (the “Meeting”) with the Adviser, the Company’s outside legal counsel, independent legal counsel to the Independent Directors (“Independent Legal Counsel”) and others to consider information bearing on the continuation of the Management Agreement with respect to the Omni Tax-Managed Small-Cap Value Fund and Omni Small-Cap Value Fund (each a “Fund” and together, the “Funds”).

In reaching its decisions regarding the renewal of the Management Agreement for each Fund, the Board considered the information furnished and discussed throughout the year at regularly scheduled Board and committee meetings, as applicable and as described above, as well as the information provided to it specifically in relation to the annual consideration of the approval of the continuation of the Management Agreement for each Fund.

In preparation for the Meeting, the Independent Directors requested that the Adviser provide specific information relevant to the Board’s consideration of the renewal of the Management Agreement with respect to each Fund. In response to that request, the Board was furnished with a wide variety of information with respect to each Fund, including information regarding:

● investment performance over various time periods and the fees and expenses of the Fund as compared to a comparable group of funds as determined and prepared by Broadridge Financial Solutions, Inc. (hereinafter “Broadridge”), an independent provider of investment company data;

● the nature, extent and quality of services provided by the Adviser to the Fund under the Management Agreement;

● actual management fees paid by the Fund to the Adviser and a comparison of those fees with the management fees charged to other advisory clients of the Adviser, as applicable;

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

● the extent to which economies of scale would be realized as the Fund’s assets increase and whether fee levels reflect these economies of scale for the benefit of Fund investors; and

● any potential “fall-out” or ancillary benefits accruing to the Adviser as a result of its relationship with the Fund.

In addition to evaluating the written information provided by the Adviser, the Board also considered the answers to questions posed by the Board to representatives of the Adviser at the Meeting.

In considering the information and materials described above, the Independent Directors met telephonically with Independent Legal Counsel to review such information and materials prior to the Meeting. In addition, the Independent Directors met in executive session with Independent Legal Counsel to consider the continuation of the Management Agreement with respect to each Fund outside the presence of management during the Meeting.

The Board also was provided with a written description of its statutory responsibilities and the legal standards that are applicable to approval of the renewal of the Management Agreement.

46 Annual Report  |  June 30, 2019

OTHER INFORMATION (Unaudited)(continued)
June 30, 2019

Although the Management Agreement for both Funds was considered at the Meeting, the Directors considered the renewal of the Management Agreement with respect to each Fund separately.

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

● the terms of the Management Agreement, including the services performed by the Adviser in managing each Fund’s assets in accordance with the Fund’s investment objectives, policies and restrictions and how those services and fees differ from those for other advisory clients of the Adviser, as applicable;

● information regarding the advisory fee rates and the expense limitation or fee waiver arrangements for each Fund;

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

● the Adviser’s risk assessment and management process;

● the Adviser’s representation that it does not participate in any soft dollar arrangements and, that although it receives unsolicited research from outside sources, the Adviser does not use that research in its investment decision-making process; and

● the financial condition and stability of the Adviser.

In view of the broad scope and variety of factors and information considered by the Board, the Directors did not find it practicable to, and did not, assign relative weights to the specific factors considered in reaching their conclusions and determinations to approve the continuance of the Management Agreement for each Fund for an additional year. Rather, the Board’s determinations were made on the basis of each Director’s business judgment after consideration of all of the factors taken in their entirety. Although not meant to be all-inclusive, the following describes various factors that were considered by the Board in deciding to approve the continuance of the Management Agreement for each Fund.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services provided by the Adviser, the Directors considered the services provided to each Fund and any expected changes thereto, the qualifications, experience and duties of the Adviser’s personnel, the approximate amount of time those personnel devote to the Funds, recent and expected personnel changes, portfolio manager compensation arrangements, business continuity and succession planning, and enterprise risk management (including as it relates to cybersecurity risk). In addition, the Directors considered information provided by the Adviser regarding its overall financial strength and considered the resources and staffing in place with respect to the services provided to the Funds.

Based on the totality of the information considered, the Directors concluded that they were satisfied with the nature, extent and quality of the services provided to each Fund by the Adviser, and that the Adviser has the ability to continue to provide these services based on its experience, operations and current resources.

Investment Performance

The Board considered performance information provided by the Adviser for similarly managed accounts (if any) over the most recent quarter, six-month, one-year, three-year and five-year periods ending December 31, 2018 as well as Fund performance compared with its benchmark for one-year, three-year, five-year and since-inception periods ending December 31, 2018. The Board considered the Adviser’s representation that the differences in the performance of other small cap accounts and Fund performance were expected by the Adviser given differences in investment strategy and tax management practices.

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OTHER INFORMATION (Unaudited)(continued)
June 30, 2019

In addition, Broadridge provided a report (the “Broadridge Report”) of comparative data regarding fees, expenses and performance for each Fund as compared to a peer group selected by Broadridge (“Peer Group”). The performance periods included total return over the most recent calendar year (“one-year period”) and the annualized total returns over the most recent three calendar year period (“three-year period”), five calendar year period (“five-year period”) and ten calendar year period (“ten-year period”), although neither of these Funds yet have a ten year performance period. With regard to the performance information provided in the Broadridge Report, the Board considered the performance of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the performance data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance, and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance.

In particular, the Board considered the following performance information as of December 31, 2018, provided by the Adviser and from Broadridge:

● With regard to the Omni Tax-Managed Small-Cap Value Fund, the Fund’s performance for the one-year and five-year periods was in the third quintile relative to its Peer Group, and in the second quintile for the three-year period. The Fund underperformed its primary benchmark over the one-year, three-year, five-year and since-inception periods. The Board considered the Adviser’s explanation that the Fund’s relative performance is generally attributable to its broader exposure to smaller capitalization and deeper value stocks relative to its Peer Group. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

● With regard to the Omni Small-Cap Value Fund, the Fund’s performance for the one-year and five-year periods was in the third quintile relative to its Peer Group and in the second quintile for the three-year period. The Fund underperformed its primary benchmark over the one-year, three-year and five-year periods, but outperformed over the since-inception period. The Board considered the Adviser’s explanation that the Fund’s relative performance is generally attributable to its broader exposure to smaller capitalization and deeper value stocks relative to its Peer Group. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark.

Fund Fees and Expenses

The Board considered information provided by the Adviser regarding the advisory fees it charges to other advisory clients and the reasons for any material differences between those fees and the fees it charges to the Funds. The Board also considered the Adviser’s views that, given investment performance and overall expenses, the Adviser believes the management fees for each Fund appear reasonable and appropriate given the distinctive features and design of each Fund, the disciplined implementation of the design by the Adviser, the relatively low management fees in each case, the performance results in line with design and investor expectations, and the profitability to the Adviser of each Fund. More specifically, with regard to management fee differences among the Funds and other small-cap funds advised by the Adviser, the Board considered the Adviser’s view that fee differences stem from market factors as well as the estimated growth rate of the Fund at the time of launch; the potential asset capacity of the Fund; the risks associated with providing the advisory services to the Fund; and estimated costs of providing the advisory services driven by the design complexity of the Fund (e.g., more complex design is higher cost due to the research and portfolio management time required).

The Board also considered the fees charged to other investment company and non-investment company clients of the Adviser, as well as the Adviser’s representation that the Adviser did not manage other clients comparable to these Funds.

The Board also considered information compiled by Broadridge comparing each Fund’s contractual management fee rate (using an assumed common asset level for the Fund and the other funds in the Peer Group), actual management fee rate (which included the effect of any fee waivers and was derived from annual reports) and actual total expense ratios (which also included the effect of any fee waivers and was derived from annual reports) as a percentage of average net assets as compared to other funds in its expense Peer Group. Broadridge’s contractual management fee data included both advisory fees and administrative services fees, except for the Funds. Broadridge excluded administrative services fees for the Funds from contractual management fee data because those fees are fixed (i.e., a stated dollar amount), as opposed to asset-based. More

48 Annual Report  |  June 30, 2019

OTHER INFORMATION (Unaudited)(continued)
June 30, 2019

specifically, with respect to the Funds, the Adviser provides certain administrative services to the Funds pursuant to a separate contract, in exchange for an annual fixed fee (payable monthly) that the Adviser has represented approximates the cost of providing such services (which the Board considered in connection with profitability, as described below). Broadridge’s actual management fee data for the Funds and the other funds in the Peer Group included both advisory fees and administrative services fees. Thus, the contractual management fee rate in the Funds’ Broadridge comparisons did not reflect these administrative services fees, whereas the actual management fee rate in the Funds’ Broadridge comparisons included both advisory and administrative services fees.

With regard to the expense information provided in the Broadridge Report, the Board considered Fund expenses on a percentile and quintile basis as compared to each Fund’s Peer Group. For purposes of the expense data provided, Broadridge defines the first quintile as 20% of the funds in the applicable Peer Group with the lowest expenses and the fifth quintile as 20% of the funds in the applicable Peer Group with the highest expenses.

With respect to the Funds, the Board considered that each Fund’s contractual management fee, actual management fee and actual total expense ratio were in the first quintile of its applicable Peer Group.

In addition, the Board considered that the Adviser agreed to contractual expense limitation agreements for each Fund to ensure that total expense levels do not increase above certain asset percentage levels.

The foregoing comparisons assisted the Board in determining to approve the continuance of the Management Agreement for each Fund by providing it with a basis for evaluating each Fund’s management fee and total expense ratio on a relative basis. Based on their review, the Directors concluded that each Fund’s management fee was reasonable in view of the services received by the Fund and the other factors considered.

Profitability

The Board reviewed the materials it received from the Adviser regarding its revenues and costs in providing investment management and certain administrative services to the Funds and the Company as a whole. In particular, the Board considered the analysis of the Adviser’s profitability with respect to each Fund, calculated for the years ended December 31, 2015, December 31, 2016, December 31, 2017 and December 31, 2018. The Board also considered the Adviser’s representations that it does not track expenses or maintain staff on a per Fund basis, and accordingly, the Adviser needed to make certain assumptions to allocate expenses on a Fund-by-Fund basis in order to calculate Fund-by-Fund profitability, making the process a subjective one. The Board also considered that the Adviser was operating some lines of business at a loss but that the Adviser’s overall business is profitable. Based on their review, the Directors concluded that the Adviser’s profitability from its relationship with each Fund was reasonable.

Economies of Scale

The Board considered the effect of each Fund’s current size and its potential growth on its performance and fees. With respect to whether economies of scale are expected to be realized by the Adviser as a Fund’s assets increase and whether advisory fee levels reflect these economies of scale for the benefit of Fund investors, the Board considered, for each Fund, the current level of advisory fees charged and fee structure and concluded that the Adviser’s fee structure with respect to each Fund was appropriate at this time. The Board considered the Adviser’s explanation that although neither Fund has fee break-points in its management fee schedules, each Fund was priced low relative to peers and ahead of the economies of scale curve at launch. The Board noted that if a Fund’s assets increased over time, the Fund might realize other economies of scale if assets increased proportionally more than certain other expenses.

“Fall-out” or Ancillary Benefits

The Board considered whether there were any “fall-out” or ancillary benefits that may accrue to the Adviser as a result of its relationships with the Funds. In terms of potential “fall-out” or ancillary benefits to the Adviser due to its position as manager of the Funds, the Board considered benefits related to track record and reputation, and portfolio trading and execution. The Board also considered the Adviser’s representations that it does not participate in any soft dollar arrangements and that, although it receives unsolicited research from outside sources, the Adviser does not use that research in its investment

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OTHER INFORMATION (Unaudited)(continued)
June 30, 2019

decision-making process. In addition, the Board took into account that the Adviser receives administrative service fees from the Funds in exchange for providing certain administrative services to the Funds. The Board concluded that the benefits accruing to Adviser by virtue of its relationship with the Funds appeared to be reasonable.

* * * * *

Based on all relevant information and factors discussed above, none of which was individually determinative of the outcome, the Board, including a majority of the Independent Directors, determined that the continuation of the Management Agreement for each Fund was in the best interests of the Fund. As a result, the Board, including a majority of the Independent Directors, approved the renewal of the Management Agreement for each Fund.

50 Annual Report  |  June 30, 2019

DISCLOSURE OF FUND EXPENSES
June 30, 2019 (Unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends, or on other distributions. There are no exchange fees. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on January 1, 2019 and held until June 30, 2019.

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

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

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

	Beginning Account Value at 1/1/19	Ending Account Value at 6/30/19	Expense Ratio	Expenses Paid During Period* 1/1/19 - 6/30/19
Bridgeway Omni Small-Cap Value
Actual Fund Return	$1,000.00	$1,067.00	0.60%	$3.08
Hypothetical Fund Return	$1,000.00	$1,021.82	0.60%	$3.01
Bridgeway Omni Tax-Managed Small-Cap Value
Actual Fund Return	$1,000.00	$1,061.80	0.60%	$3.07
Hypothetical Fund Return	$1,000.00	$1,021.82	0.60%	$3.01

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

www.bridgeway.com 51

DIRECTORS & OFFICERS
June 30, 2019 (Unaudited)

Independent Directors

Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
Karen S. Gerstner Age 64	Director	Term: 1 Year Length: 1994 to Present.	Principal, Karen S. Gerstner & Associates, P.C., since 2004.	Nine	None
Miles Douglas Harper, III* Age 56	Director	Term: 1 Year Length: 1994 to Present.	Partner, Carr, Riggs & Ingram, LLC, since 2013.	Nine	Calvert Funds (38 Portfolios)
Evan Harrel Age 58	Director	Term: 1 Year Length: 2006 to Present.	Strategic Advisor, Small Steps Nurturing Center, since 2012.	Nine	None

52 Annual Report  |  June 30, 2019

DIRECTORS & OFFICERS(continued)
June 30, 2019 (Unaudited)

“Interested” or Affiliated Director and Officer

Name, Address and Age1	Position(s) Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Director	Other Directorships Held by Director
John N. R. Montgomery2 Age 63	Director	Term: 1 Year Length: 1993 to Present.	Chairman, Bridgeway Capital Management, Inc., since 2010; President, Bridgeway Capital Management, Inc., 1993 to 2010 and June 2015 to March 2016; President, Bridgeway Funds, June 2015 to June 2016; Vice President, Bridgeway Funds, 2005 to May 2015 and since June 2016.	Nine	None

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DIRECTORS & OFFICERS(continued)
June 30, 2019 (Unaudited)

Other Officers

Name, Address and Age1	Position Held with Bridgeway Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Bridgeway Funds Overseen by Officer	Other Directorships Held by Officer
Richard P. Cancelmo, Jr. Age 61	Vice President	Term: 1 Year Length: 2004 to Present.	Vice President, Bridgeway Funds, since 2004; Staff member, Bridgeway Capital Management, Inc., since 2000.	N/A	None
Linda G. Giuffré Age 57	Treasurer and Chief Compliance Officer	Term: 1 Year Length: 2004 to Present.	Chief Compliance Officer, Bridgeway Capital Management, Inc., since 2004; Staff member, Bridgeway Capital Management, Inc., since 2004.	N/A	None
Deborah L. Hanna Age 54	Secretary	Term: 1 Year Length: 2007 to Present.	Self-employed, accounting and related projects for various organizations, since 2001.	N/A	None
Sharon Lester Age 64	Vice President	Term: 1 Year Length: 2011 to Present.	Staff member, Bridgeway Capital Management, Inc., since 2010.	N/A	None
Tammira Philippe Age 45	President	Term: 1 Year Length: May 2016 to Present.	President, Bridgeway Capital Management, Inc., since March 2016; Staff member, Bridgeway Capital Management, Inc., 2010 to March 2016.	N/A	None

* Independent Chairman

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

² John Montgomery is chairman, director and majority shareholder of Bridgeway Capital Management, Inc., and therefore an interested person of Bridgeway Funds.

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

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

54 Annual Report  |  June 30, 2019

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

Item 2. Code of Ethics.

(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c) There have been no substantive amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

(d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

3(a)(1) The Registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

3(a)(2) The audit committee financial expert is Miles Douglas Harper III, who is “independent” for purposes of this Item 3 of FormN-CSR.

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $216,400 for the fiscal year ended June 30, 2019 and $221,200 for the fiscal year ended June 30, 2018.

Audit-Related Fees

(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the

registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended June 30, 2019 and $0 for the fiscal year ended June 30, 2018.

Tax Fees

(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $20,000 for the fiscal year ended June 30, 2019 and $20,000 for the fiscal year ended June 30, 2018. Tax services include the review of the Funds’ federal income tax returns, the review of the Funds’ federal excise tax returns and the review of required distributions by the Funds.

All Other Fees

(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended June 30, 2019 and $0 for the fiscal year ended June 30, 2018.

(e)(1) Disclose the audit committee’spre-approval policies and procedures described in paragraph (c)(7) of Rule2-01 of RegulationS-X.

The Registrant’s Audit Committee has adopted an Audit Committee Charter that provides that the Audit Committee shall approve, prior to appointment, the engagement of the auditor to provide audit services to the Registrant andnon-audit services to the Registrant, its investment advisor or any entity controlling, controlled by or under common control with the investment adviser that provideson-going services to the Registrant if the engagement relates directly to the operations and financial reporting of the Registrant.    

(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule2-01 of RegulationS-X are as follows:

No services described in paragraphs (b) through (d) above were approved pursuant to paragraph (c)(7)(i)(C) ofRule 2-01 of RegulationS-X.

(f) Not applicable.

(g) The aggregatenon-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for the fiscal year ended June 30, 2019 and $0 for the fiscal year ended June 30, 2018.

(h) Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b) Not applicable.

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

Not applicable.

Item 8. Portfolio Managers ofClosed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities byClosed-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 RegulationS-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR240.14a-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 Rule30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR270.30a-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 Rule30a-3(b) under the 1940 Act (17 CFR270.30a-3(b)) and Rules13a-15(b) or15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR240.13a-15(b) or240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule30a-3(d) under the Act (17 CFR270.30a-3(d))) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

Not applicable.

Item 13. Exhibits.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Certifications pursuant to Rule30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

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

(Registrant)                           Bridgeway Funds, Inc.                                                                 

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

Date September 4, 2019

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

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

Date September 4, 2019

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

Date September 4, 2019

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