Bridgeway Funds NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-08200

Bridgeway Funds, Inc.

(Exact name of registrant as specified in charter)

20 Greenway Plaza, Suite 450

Houston, Texas 77046

(Address of principal executive offices) (Zip code)

Linda Giuffré, 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: December 31, 2023

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

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 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.

(a)

Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

The Report to Shareholders is attached herewith.

LOGO

A no-load mutual fund family


		Semi-Annual Report December 31, 2023 (Unaudited)

		AGGRESSIVE INVESTORS 1		BRAGX

		ULTRA-SMALL COMPANY		BRUSX

		(Open to Existing Investors — Direct Only)

		ULTRA-SMALL COMPANY MARKET		BRSIX

		SMALL-CAP VALUE		BRSVX

		OMNI SMALL-CAP VALUE		BOSVX

		MANAGED VOLATILITY		BRBPX



		bridgewayfunds.com


TABLE OF CONTENTS


Letter from the Investment Management Team			1
AGGRESSIVE INVESTORS 1 FUND
Manager’s Commentary			3
Schedule of Investments			7
ULTRA-SMALL COMPANY FUND
Manager’s Commentary			10
Schedule of Investments			14
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary			20
Schedule of Investments			24
SMALL-CAP VALUE FUND
Manager’s Commentary			34
Schedule of Investments			38
OMNI SMALL-CAP VALUE FUND
Manager’s Commentary			41
Schedule of Investments			45
MANAGED VOLATILITY FUND
Manager’s Commentary			55
Schedule of Investments			59

STATEMENTS OF ASSETS AND LIABILITIES			66

STATEMENTS OF OPERATIONS			68

STATEMENTS OF CHANGES IN NET ASSETS			70

FINANCIAL HIGHLIGHTS			73

Notes to Financial Statements			79

Other Information			91

Disclosure of Fund Expenses			92

December 31, 2023 (Unaudited)

Bridgeway Funds Standardized Returns (%) as of December 31, 2023* (Unaudited)



			Annualized

Fund	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	11.82	9.43	23.12	9.80	6.15	9.89	11.20	8/5/1994	0.32%	0.32%
Ultra-Small Company	20.97	10.55	17.94	15.09	5.34	11.51	12.72	8/5/1994	1.20%	1.20%
Ultra-Small Co Market	15.60	7.74	11.42	8.61	5.08	10.22	9.26	7/31/1997	0.78%¹	0.75%¹
Small-Cap Value	13.30	9.57	14.08	17.86	9.38	12.93	9.13	10/31/2003	0.86%	0.86%
Omni Small-Cap Value	17.14	19.71	17.80	13.99	7.91	N/A	11.40	8/31/2011	0.62%¹	0.47%¹
Managed Volatility	4.56	4.31	11.11	7.11	4.76	5.51	4.37	6/30/2001	1.27%¹	0.95%¹
*Bridgeway Funds Returns (%) for Calendar Years 2014 through 2023 (Unaudited)**

	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
Aggressive Investors 1	14.99	-9.82	19.47	18.44	-22.44	21.85	14.35	19.89	-22.38	23.12
Ultra-Small Company	-0.56	-16.12	14.06	3.88	-15.68	9.51	31.31	33.34	-10.72	17.94
Ultra-Small Co Market	4.61	-8.28	21.47	12.47	-17.12	15.34	25.53	22.31	-23.40	11.42
Small-Cap Value	0.79	-9.43	26.79	7.11	-13.06	14.98	12.04	67.74	-7.74	14.08
Omni Small-Cap Value	0.81	-6.62	34.51	6.01	-17.15	13.89	0.83	47.97	-3.85	17.80
Managed Volatility	5.95	0.17	2.42	8.18	-3.97	11.88	10.55	7.91	-4.93	11.11

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 bridgewayfunds.com or call 800-661-3550. Total return figures include the reinvestment of dividends and capital gains. Periods of less than one year are not annualized.

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.

Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2023.

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

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

Semi-Annual Report | December 31, 2023 (Unaudited)


LETTER FROM THE INVESTMENT MANAGEMENT TEAM

December 31, 2023 (Unaudited)

Dear Fellow Shareholders,

Performance across domestic equity markets was positive for the December quarter and for the 6 months ended December 31, 2023. Stocks in all size and style categories had positive returns for the calendar year, but larger stocks and growth stocks outperformed smaller company stocks and value stocks. As a result, large-cap growth stocks delivered the calendar year’s highest returns, while small-cap value stocks had the worst performance on a relative basis, yet still delivered positive returns. Market highlights appear on page 2. In this environment, the Bridgeway Funds performed within design expectations, guided by our statistical, evidence-based investment approach. Please see the enclosed letters for a detailed explanation of each Fund’s performance during the quarter and the calendar year. We hope you find the letters helpful.

Longtime shareholders may notice differences in this year’s report. As Bridgeway prepares to adopt new SEC rules regarding tailored shareholder reports, we have merged our Omni Small-Cap Value Fund shareholder letter into this document. We have also removed our traditional section of articles and discussion that preceded the detailed explanations of Fund performance. We’ve enjoyed sharing our thoughts with you in the pages of these reports and are now providing similar commentary throughout the year on the Perspectives page of bridgeway.com.

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

bridgewayfunds.com


LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

December 31, 2023 (Unaudited)

Market Review

Domestic equity markets rose during the quarter ended December 31, 2023, as investors responded to signs of expectations that the US Federal Reserve would cut interest rates in 2024 in response to moderating inflation. Combined with strong results in the first half of the year, this positive fourth-quarter performance easily overcame weaker results in the third quarter, which were driven by lingering concerns over sustained inflation and a continuation of higher interest rates. The S&P 500 returned +11.7% for the quarter, and the Dow Jones Industrial Average (DJIA) returned +13.0%. For the calendar year, the S&P 500 and the DJIA returned +26.3% and +16.2%, respectively.

All US equity style categories, as defined by Russell Indices, recorded positive returns for the quarter. Smaller stocks outperformed larger stocks in the value style category, but larger stocks outperformed smaller stocks in the growth style category. As a result, small-cap value stocks had the best performance during the quarter, returning +15.3%. Large-cap value stocks had the worst performance on a relative basis, returning +9.5%.

All sectors of the S&P 500 except for the Energy sector had positive returns for the quarter. The Real Estate sector recorded the largest gains, returning +18.8%, followed by Technology (+17.7%) and Financials (+14.0%). The Energy sector had the worst performance, returning -6.4%.

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


	December 2023 Quarter				Calendar Year ended December 31,2023
	Value	All	Growth		Value	All	Growth
Large	9.50%	11.96%	14.16%	Large	11.46%	26.53%	42.68%
Mid	12.11%	12.82%	14.55%	Mid	12.71%	17.23%	25.87%
Small	15.26%	14.03%	12.75%	Small	14.65%	16.93%	18.66%

Semi-Annual Report | December 31, 2023 (Unaudited)


Aggressive Investors 1 Fund

MANAGER’S COMMENTARY (Unaudited)

December 31, 2023

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended December 31, 2023, our Fund returned +11.82, outperforming our primary market benchmark, the S&P 500 Index (+11.69%), but underperforming the Russell 2000 Index (+14.03%). It was a good quarter on an absolute basis, and a mixed quarter on a relative basis.

For the calendar year, our Fund returned +23.12%, underperforming the S&P 500 Index (+26.29%), but outperforming the Russell 2000 Index (+16.93%).

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

Standardized Returns as of December 31, 2023


							Annualized

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

Aggressive Investors 1 Fund		11.82	%		9.43	%		23.12	%		9.80	%		6.15	%		9.89	%		11.20	%
S&P 500 Index		11.69	%		8.04	%		26.29	%		15.69	%		12.03	%		13.97	%		10.34	%
Russell 2000 Index		14.03	%		8.18	%		16.93	%		9.97	%		7.16	%		11.30	%		8.90	%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

bridgewayfunds.com


Aggressive Investors 1 Fund

MANAGER’S COMMENTARY (Unaudited) (continued)

Growth of a $10,000 Investment

from Inception August 5, 1994 to December 31, 2023

LOGO

Detailed Explanation of Quarterly Performance

The Fund’s sentiment and value metrics models outperformed the benchmark during the quarter, improving relative results. However, the Fund’s quality models lagged the benchmark, offsetting some of this positive impact. By design, the Fund invests in higher beta and higher volatility stocks, and this positioning added to relative returns during the quarter. An overweighting in the benchmark’s smaller stocks also helped the Fund’s relative performance. In contrast, the Fund’s tilt toward deeper value detracted modestly from relative results during the quarter, as value stocks generally underperformed growth stocks in the large-cap space.

From a sector perspective, the Fund’s allocation effect, excluding cash, was neutral. Positive impacts from underweightings in the Consumer Staples and Health Care sectors were roughly offset by the negative impacts of an overweighting in the Energy sector and an underweighting in the Real Estate sector. The Fund’s stock selection effect was positive, predominantly driven by holdings in the Consumer Discretionary and Consumer Staples sectors.

Detailed Explanation of Calendar Year Performance

The Fund’s sentiment and value metrics models underperformed the benchmark and detracted from relative results during the year. However, the Fund’s quality models slightly outperformed the benchmark, partially offsetting some of this negative impact. The Fund’s tilt toward smaller stocks and deeper value stocks metrics hurt relative performance during the period. However, overweight exposure to higher beta and higher volatility stocks helped relative performance.

From a sector perspective, the Fund’s allocation effect was negative, primarily driven by an underweighting in the Communication Services sector and overweightings in the Energy and Materials sectors. The Fund’s stock selection effect was also negative, with holdings in the Information Technology, Communication Services, and Health Care sectors detracting the most from relative performance.

Semi-Annual Report | December 31, 2023 (Unaudited)


Aggressive Investors 1 Fund

MANAGER’S COMMENTARY (Unaudited) (continued)

Top Ten Holdings as of December 31, 2023


Rank	Description	Industry	% of Net Assets
1	Microsoft Corp.	Information Technology		3.9	%
2	Amazon.com, Inc.	Consumer Discretionary		3.2	%
3	Apple, Inc.	Information Technology		3.1	%
4	NVIDIA Corp.	Information Technology		3.1	%
5	Molina Healthcare, Inc.	Health Care		2.4	%
6	Cencora, Inc.	Health Care		2.0	%
7	Amgen, Inc.	Health Care		2.0	%
8	Builders FirstSource, Inc.	Industrials		1.9	%
9	JPMorgan Chase & Co.	Financials		1.8	%
10	Alphabet, Inc., Class A	Communication Services		1.8	%

	Total			25.2	%

Industry Sector Representation as of December 31, 2023


	% of Net Assets			% of S&P 500 Index			Difference
Communication Services		5.1	%		8.6	%		-3.5	%
Consumer Discretionary		15.3	%		10.9	%		4.4	%
Consumer Staples		0.9	%		6.2	%		-5.3	%
Energy		6.3	%		3.9	%		2.4	%
Financials		14.0	%		13.0	%		1.0	%
Health Care		12.6	%		12.6	%		0.0	%
Industrials		11.3	%		8.8	%		2.5	%
Information Technology		27.6	%		28.9	%		-1.3	%
Materials		5.4	%		2.4	%		3.0	%
Real Estate		0.0	%		2.5	%		-2.5	%
Utilities		1.1	%		2.3	%		-1.2	%
Cash & Other Assets		0.4	%		-0.1	%		0.5	%

Total		100.0	%		100.0	%

Important Disclosure

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2023, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

bridgewayfunds.com


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

Semi-Annual Report | December 31, 2023 (Unaudited)


Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

COMMON STOCKS - 99.57%

Communication Services - 5.11%
Alphabet, Inc., Class A*		20,400	$	2,849,676
Charter Communications, Inc., Class A*		3,300		1,282,644
Electronic Arts, Inc.		12,000		1,641,720
Match Group, Inc.*		25,000		912,500
Verizon Communications, Inc.		38,000		1,432,600


				8,119,140

Consumer Discretionary - 15.33%
Amazon.com, Inc.*		34,000		5,165,960
AutoNation, Inc.*		10,700		1,606,926
Booking Holdings, Inc.*		800		2,837,776
DoorDash, Inc., Class A*		7,800		771,342
DraftKings, Inc., Class A*		57,000		2,009,250
eBay, Inc.		25,000		1,090,500
General Motors Co.		65,000		2,334,800
Murphy USA, Inc.		2,000		713,120
PulteGroup, Inc.		20,000		2,064,400
Tapestry, Inc.		38,000		1,398,780
Toll Brothers, Inc.		15,000		1,541,850
TopBuild Corp.*		2,000		748,520
Ulta Beauty, Inc.*		4,300		2,106,957


				24,390,181

Consumer Staples - 0.93%
Casey’s General Stores, Inc.		5,400		1,483,596

Energy - 6.31%
APA Corp.		27,000		968,760
Cheniere Energy, Inc.		9,600		1,638,816
Chesapeake Energy Corp.+		8,300		638,602
HF Sinclair Corp.		28,000		1,555,960
Marathon Petroleum Corp.		17,000		2,522,120
Occidental Petroleum Corp.		19,300		1,152,403
Valero Energy Corp.		12,000		1,560,000


				10,036,661

Financials - 14.04%
American Express Co.		7,000		1,311,380
Ameriprise Financial, Inc.		5,000		1,899,150
Bank of New York Mellon Corp. (The)		30,000		1,561,500
Citizens Financial Group, Inc.		26,800		888,152
Corebridge Financial, Inc.		70,000		1,516,200


Industry Company	Shares		Value

Financials (continued)
Fidelity National Financial, Inc.		20,000	$	1,020,400
JPMorgan Chase & Co.		16,800		2,857,680
LPL Financial Holdings, Inc.		8,700		1,980,294
Mastercard, Inc., Class A		5,000		2,132,550
MetLife, Inc.		21,400		1,415,182
Royal Bank of Canada		15,700		1,587,741
Synchrony Financial		62,300		2,379,237
UBS Group AG		57,900		1,789,110


				22,338,576

Health Care - 12.57%
Amgen, Inc.		10,700		3,081,814
Cencora, Inc.		15,700		3,224,466
DaVita, Inc.*		9,000		942,840
Hologic, Inc.*		29,100		2,079,195
Merck & Co., Inc.		22,000		2,398,440
Molina Healthcare, Inc.*		10,500		3,793,755
UnitedHealth Group, Inc.		3,800		2,000,586
Veeva Systems, Inc., Class A*		8,500		1,636,420
Viatris, Inc.		77,000		833,910


				19,991,426

Industrials - 11.26%
American Airlines Group, Inc.*+		100,000		1,374,000
Automatic Data Processing, Inc.		9,000		2,096,730
Builders FirstSource, Inc.*		18,000		3,004,920
Caterpillar, Inc.		4,500		1,330,515
EMCOR Group, Inc.		7,000		1,508,010
Rollins, Inc.		35,850		1,565,570
Saia, Inc.*		4,000		1,752,880
Uber Technologies, Inc.*		38,000		2,339,660
United Airlines Holdings, Inc.*		30,500		1,258,430
Vertiv Holdings Co., Class A		35,000		1,681,050


				17,911,765


Information Technology - 27.56%
Adobe, Inc.*		1,900		1,133,540
Apple, Inc.		26,000		5,005,780
Applied Materials, Inc.		11,000		1,782,770
AppLovin Corp., Class A*		60,000		2,391,000
Cadence Design Systems, Inc.*		5,900		1,606,983


bridgewayfunds.com		7


Aggressive Investors 1 Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company			Shares		Value

Common Stocks (continued)

Information Technology (continued)
Check Point Software Technologies, Ltd.*				13,000	$	1,986,270
Dolby Laboratories, Inc., Class A				20,000		1,723,600
Dropbox, Inc., Class A*				63,800		1,880,824
Fortinet, Inc.*				25,500		1,492,515
Jabil, Inc.				15,000		1,911,000
Keysight Technologies, Inc.*				4,500		715,905
Microsoft Corp.				16,300		6,129,452
MongoDB, Inc.*				3,700		1,512,745
NetApp, Inc.				21,100		1,860,176
Nutanix, Inc., Class A*				38,000		1,812,220
NVIDIA Corp.				9,900		4,902,678
Palantir Technologies, Inc., Class A*				83,700		1,437,129
Procore Technologies, Inc.*				30,000		2,076,600
Salesforce, Inc.*				3,400		894,676
VeriSign, Inc.*				7,700		1,585,892


						43,841,755

Materials - 5.38%
CF Industries Holdings, Inc.				25,700		2,043,150
Nucor Corp.				10,300		1,792,612
Olin Corp.				34,000		1,834,300
Steel Dynamics, Inc.				6,800		803,080
West Fraser Timber Co., Ltd.+				24,400		2,088,152


						8,561,294

Utilities - 1.08%
Vistra Corp.				44,600		1,717,992


TOTAL COMMON STOCKS - 99.57%						158,392,386

(Cost $128,714,977)

	Rate^		Shares		Value

MONEY MARKET FUND - 0.14%

Fidelity Investments Money Market Government Portfolio Class I		5.25%		216,002		216,002


TOTAL MONEY MARKET FUND - 0.14%						216,002

(Cost $216,002)


	Rate^		Shares		Value

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.28%
Dreyfus Institutional Preferred Government Money Market Fund**		5.32%		438,500	$	438,500

TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.28%						438,500

(Cost $438,500)

TOTAL INVESTMENTS - 99.99%					$	159,046,888
(Cost $129,369,479)

Other Assets in Excess of Liabilities - 0.01%						23,614


NET ASSETS - 100.00%					$	159,070,502

*	Non-income producing security.

**	This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2023.

^	Rate disclosed as of December 31, 2023.

+	This security or a portion of the security is out on loan as of December 31, 2023. Total loaned securities had a value of $2,440,502 as of December 31, 2023. See Note 2 for disclosure of cash and non-cash collateral.

Semi-Annual Report | December 31, 2023 (Unaudited)


Aggressive Investors 1 Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Summary of inputs used to value the Fund’s investments as of 12/31/2023:

Valuation Inputs

Investment in Securities (Value)

Level 1

Quoted

Prices

Level 2

Significant

Observable

Inputs

Level 3

Significant

Unobservable

Inputs

Total

Common Stocks (a)

$158,392,386

$–

$158,392,386

Money Market Fund

216,002

–

216,002

Investments Purchased With Cash Proceeds From Securities Lending

438,500

–

438,500

TOTAL

$159,046,888

$–

$159,046,888

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

See Notes to Financial Statements.


bridgewayfunds.com		9


Ultra-Small Company Fund

MANAGER’S COMMENTARY (Unaudited)

December 31, 2023

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended December 31, 2023, our Fund returned +20.97%, outperforming our primary market benchmark, the Russell Microcap Index (+16.06%), the CRSP Cap-Based Portfolio 10 Index (+12.95%), and the Russell 2000 Index (+14.03%). It was a good quarter.

For the calendar year, our Fund returned +17.94%, outperforming the Russell Microcap Index (+9.33%), the Russell 2000 Index (+16.93%), and the CRSP Cap-Based Portfolio 10 Index (+13.45%).

The table below presents our December quarter, six months, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of December 31, 2023


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

Ultra-Small Company Fund		20.97%		10.55%		17.94%		15.09%		5.34%		11.51%		12.72%
Russell Microcap Index		16.06%		6.86%		9.33%		8.56%		5.79%		10.65%		N/A
CRSP Cap-Based Portfolio 10 Index		12.95%		5.41%		13.45%		11.41%		6.18%		13.48%		10.94%
Russell 2000 Index		14.03%		8.18%		16.93%		9.97%		7.16%		11.30%		8.90%

The Russell Microcap Index measures the performance of the microcap segment of the US equity market. Microcap stocks make up less than 3% of the US equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000® Index, plus the next 1,000 smallest eligible securities by market cap. The Russell Microcap Index is constructed to provide a comprehensive and unbiased barometer for the microcap segment trading on national exchanges. The Index is completely reconstituted annually to ensure new and growing equities are reflected and companies continue to reflect appropriate capitalization and value characteristics. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market (with dividends reinvested). The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 769 of the smallest publicly traded US stocks (with dividends reinvested), as reported by the Center for Research on Security Prices. It is not possible to invest directly in an index. Periods longer than one year are annualized.

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Growth of a $10,000 Investment

from Inception August 5, 1994 to December 31, 2023

LOGO

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

Detailed Explanation of Quarterly Performance

The Fund’s investment universe focuses on the smallest stocks within the US stock market (companies included in the CRSP 9 and CRSP 10 indexes). This positioning positively contributed to relative results, as CRSP 10 stocks outperformed the Russell Microcap Index. On average, the Fund held about 79% of its assets in the CRSP 10 universe during the quarter, versus roughly 17% for the benchmark.

The Fund’s sidestepping strategies, which eliminate exposure to stocks with a high probability of a steep price decline, major financial distress or bankruptcy, also helped performance relative to the CRSP 10 universe.

From a sector perspective, the Fund’s allocation effect, excluding cash, was positive. An overweighting in the Consumer Discretionary sector and an underweighting in the Financials sector contributed the most to relative returns. The Fund’s stock selection effect was also strongly positive. Holdings in the Health Care, Real Estate, and Information Technology sectors contributed the most to relative performance.


bridgewayfunds.com		11


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	6 Months	1 Year	5 Years	10 Years	98 Years
1 (ultra-large)	11.63%	8.94%	30.48%	16.39%	12.57%	9.65%
2	11.66%	4.69%	13.66%	13.42%	10.34%	10.55%
3	12.34%	8.87%	18.03%	11.77%	9.23%	10.92%
4	12.91%	8.15%	21.71%	11.35%	7.83%	10.74%
5	14.62%	7.94%	17.92%	11.03%	6.91%	11.16%
6	15.08%	9.92%	21.31%	11.91%	7.55%	11.19%
7	16.96%	9.33%	19.93%	12.71%	9.44%	11.53%
8	13.34%	8.23%	13.26%	5.06%	3.97%	10.95%
9	14.39%	3.94%	5.00%	9.44%	6.72%	11.22%
10 (ultra-small)	12.42%	4.92%	12.92%	11.31%	6.13%	12.87%

Performance figures are as of the period ended December 31, 2023. The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of publicly traded US stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Detailed Explanation of Calendar Year Performance

All three of the Fund’s model categories outperformed the benchmark during the year, adding to relative results. The Fund’s tilt toward deeper value stocks across multiple valuation metrics improved relative performance. Likewise, the Fund’s tilt toward the smallest stocks in the US stock market (CRSP 9 and CRSP 10 universes) contributed to relative results. During the year, the Fund held approximately 95% of its assets, on average, in CRSP 9 and 10, versus approximately 46% for the benchmark.

From a sector perspective, the Fund’s allocation effect was positive. Underweightings in the Financials and Energy sectors contributed the most to relative results. The Fund’s stock selection effect was strongly positive, largely driven by holdings in the Health Care, Information Technology, and Financials sectors.

Top Ten Holdings as of December 31, 2023


Rank	Description	Industry	% of Net Assets
1	OptimizeRx Corp.	Health Care		2.1%
2	Ventyx Biosciences, Inc.	Health Care		2.0%
3	Douglas Elliman, Inc.	Real Estate		2.0%
4	Nkarta, Inc.	Health Care		1.9%
5	Security National Financial Corp., Class A	Financials		1.9%
6	Harrow, Inc.	Health Care		1.8%
7	Semler Scientific, Inc.	Health Care		1.8%
8	Porch Group, Inc.	Information Technology		1.7%
9	Consolidated Water Co., Ltd.	Utilities		1.6%
10	Friedman Industries, Inc.	Materials		1.5%

	Total			18.3%

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Industry Sector Representation as of December 31, 2023


	% of Net Assets			% of Russell Microcap Index			Difference
Communication Services		2.7	%		2.9	%		-0.2	%
Consumer Discretionary		9.8	%		10.2	%		-0.4	%
Consumer Staples		2.0	%		1.7	%		0.3	%
Energy		4.4	%		5.8	%		-1.4	%
Financials		15.7	%		21.7	%		-6.0	%
Health Care		31.9	%		25.3	%		6.6	%
Industrials		11.2	%		13.3	%		-2.1	%
Information Technology		9.5	%		10.6	%		-1.1	%
Materials		3.8	%		3.7	%		0.1	%
Real Estate		4.7	%		3.9	%		0.8	%
Utilities		2.4	%		1.0	%		1.4	%
Cash & Other Assets		1.9	%		-0.1	%		2.0	%

Total		100.0	%		100.0	%

Important Disclosure

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


bridgewayfunds.com		13


Ultra-Small Company Fund
SCHEDULE OF INVESTMENTS (Unaudited)
Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

COMMON STOCKS - 98.09%

Communication Services - 2.67%
AdTheorent Holding Co., Inc.*		78,870	$	114,362
Arena Group Holdings, Inc. (The)*		10,000		23,800
Cineverse Corp.*		25,067		33,840
Cumulus Media, Inc., Class A*		38,500		204,820
DHI Group, Inc.*		135,100		349,909
Harte Hanks, Inc.*		12,746		86,545
Innovid Corp.*		33,700		50,550
LiveOne, Inc.*		33,700		46,843
Loop Media, Inc.*		61,200		61,200
Outbrain, Inc.*		95,800		419,604
Salem Media Group, Inc.*		483,258		188,471
SPAR Group, Inc.*		98,700		99,687
SurgePays, Inc.*+		91,058		587,324
Zedge, Inc., Class B*		16,700		39,245


				2,306,200

Consumer Discretionary - 9.82%
1stdibs.com, Inc.*		59,119		276,677
2U, Inc.*		532,549		655,035
Allbirds, Inc., Class A*		411,100		503,597
AMCON Distributing Co.		2,180		425,100
American Outdoor Brands, Inc.*		8,400		70,560
American Public Education, Inc.*		2,508		24,202
Barnes & Noble Education, Inc.*		23,900		35,611
BowFlex, Inc.*		46,800		36,036
CarParts.com, Inc.*		67,800		214,248
Cato Corp. (The), Class A		50,700		361,998
Conn’s, Inc.*		20,300		90,132
Container Store Group, Inc. (The)*		29,600		67,488
Duluth Holdings, Inc., Class B*		10,000		53,800
Educational Development Corp.*		55,700		64,612
Envela Corp.*		10,000		48,600
Escalade, Inc.		3,700		74,333
Fossil Group, Inc.*		20,100		29,346
GAN, Ltd.*		640,289		1,011,657
Jerash Holdings US, Inc.		24,900		76,443
Kandi Technologies Group, Inc.*		390,948		1,094,654
Lakeland Industries, Inc.		8,500		157,590
Lazydays Holdings, Inc.*+		11,500		81,075
Lifetime Brands, Inc.		20,000		134,200


Industry Company	Shares		Value

Consumer Discretionary (continued)
Lincoln Educational Services Corp.*		79,664	$	799,827
Live Ventures, Inc.*		10,302		261,671
PlayAGS, Inc.*		80,400		677,772
Potbelly Corp.*		22,000		229,240
RumbleON, Inc., Class B*		32,631		265,616
Sportsman’s Warehouse Holdings, Inc.*		41,900		178,494
Strattec Security Corp.*		3,000		75,330
Tilly’s, Inc., Class A*		36,888		278,136
Universal Electronics, Inc.*		12,800		120,192


				8,473,272

Consumer Staples - 2.00%
Lifevantage Corp.		25,900		155,400
Lifeway Foods, Inc.*		28,538		382,695
Limoneira Co.		19,069		393,393
Mama’s Creations, Inc.*		22,467		110,313
Mannatech, Inc.		23,388		183,830
Natural Alternatives International, Inc.*		50,300		322,926
Natural Health Trends Corp.		7,600		44,384
Nature’s Sunshine Products, Inc.*		7,600		131,404


				1,724,345

Energy - 4.36%
Adams Resources & Energy, Inc.		1,700		44,506
American Resources Corp.*		378,950		564,635
Barnwell Industries, Inc.		80,030		194,473
Energy Services of America Corp.		49,500		296,010
Epsilon Energy, Ltd.		215,845		1,096,493
Evolution Petroleum Corp.		38,833		225,620
Forum Energy Technologies, Inc.*		2,300		50,991
Geospace Technologies Corp.*		12,500		162,000
Independence Contract Drilling, Inc.*		19,380		47,481
KLX Energy Services Holdings, Inc.*		36,338		409,166
NCS Multistage Holdings, Inc.*		700		12,054
PHX Minerals, Inc.		22,880		73,673
PrimeEnergy Resources Corp.*		4,300		457,305

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Energy (continued)
Smart Sand, Inc.*		65,218	$	125,871


				3,760,278

Financials - 15.75%
Acacia Research Corp.*+		152,331		597,138
AG Mortgage Investment Trust, Inc.		85,926		545,630
AmeriServ Financial, Inc.		15,000		48,525
Ames National Corp.+		16,500		352,110
Atlantic American Corp.		76,661		182,453
Bankwell Financial Group, Inc.		2,200		66,396
Blue Ridge Bankshares, Inc.+		42,830		129,775
California BanCorp*		1,900		47,044
Central Valley Community Bancorp		2,021		45,169
CF Bankshares, Inc.		4,800		94,416
Chemung Financial Corp.		3,050		151,890
Citizens Community Bancorp, Inc.		43,900		514,069
Codorus Valley Bancorp, Inc.		18,075		464,528
Colony Bankcorp, Inc.		27,265		362,624
Community West Bancshares		5,000		86,950
Consumer Portfolio Services, Inc.*+		54,359		509,344
Evans Bancorp, Inc.		6,365		200,688
Finward Bancorp		1,442		36,050
First Community Corp.		13,237		284,993
FS Bancorp, Inc.		3,500		129,360
FVCBankcorp, Inc.*+		53,165		754,943
Investar Holding Corp.		23,165		345,390
LCNB Corp.		17,792		280,580
Logan Ridge Finance Corp.		3,798		84,809
Manhattan Bridge Capital, Inc.		15,216		75,624
Medallion Financial Corp.		46,659		459,591
Meridian Corp.		9,843		136,818
National Bankshares, Inc.		2,637		85,307
Norwood Financial Corp.		4,414		145,265
Oak Valley Bancorp		30,664		918,387
Ocwen Financial Corp.*		1,700		52,292
OP Bancorp		30,954		338,946
Parke Bancorp, Inc.		4,167		84,382
Paysign, Inc.*		137,470		384,916
PCB Bancorp		3,229		59,510
Peoples Bancorp of North Carolina, Inc.		7,200		217,368


Industry Company	Shares		Value


Financials (continued)
Plumas Bancorp		1,543	$	63,803
Portman Ridge Finance Corp.		4,100		74,579
Primis Financial Corp.		67,900		859,614
Security National Financial Corp., Class A*		178,084		1,602,756
Southern States Bancshares, Inc.		3,800		111,264
Third Coast Bancshares, Inc.*		27,859		553,558
Timberland Bancorp, Inc.		16,962		533,625
US Global Investors, Inc., Class A		3,753		10,583
Virginia National Bankshares Corp.		10,208		350,951
Western New England Bancorp, Inc.		16,097		144,873


				13,578,886

Health Care - 31.90%
American Shared Hospital Services*		209,067		497,454
Athira Pharma, Inc.*		111,393		270,685
Avita Medical, Inc.*+		28,518		391,267
Avrobio, Inc.*		141,400		192,304
BioAtla, Inc.*		8,000		19,680
Bolt Biotherapeutics, Inc.*		26,000		29,120
Cabaletta Bio, Inc.*+		46,021		1,044,677
CareCloud, Inc.*		211,251		321,101
Chimerix, Inc.*		810,524		780,129
Cidara Therapeutics, Inc.*		60,060		47,688
ClearPoint Neuro, Inc.*		66,992		454,876
Co.-Diagnostics, Inc.*		272,900		362,957
Computer Programs and Systems, Inc.*		17,303		193,794
Context Therapeutics, Inc.*+		105,809		119,564
Cumberland Pharmaceuticals, Inc.*		233,068		405,538
CVRx, Inc.*		6,500		204,360
Cyteir Therapeutics, Inc.*		12,800		38,912
CytomX Therapeutics, Inc.*		246,024		381,337
Dominari Holdings, Inc.*		20,500		53,095
Electromed, Inc.*		79,338		865,578
Eton Pharmaceuticals, Inc.*+		190,562		834,662
Eyenovia, Inc.*		47,900		99,632
EyePoint Pharmaceuticals, Inc.*		48,000		1,109,280
FONAR Corp.*		47,300		925,188
Generation Bio Co.*		243,000		400,950
Graphite Bio, Inc.*		19,300		50,566


bridgewayfunds.com		15


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Health Care (continued)
Harrow, Inc.*+		141,500	$	1,584,800
Harvard Bioscience, Inc.*		89,383		478,199
iCAD, Inc.*		74,600		132,042
Ikena Oncology, Inc.*		28,900		56,933
Inogen, Inc.*		13,700		75,213
Inozyme Pharma, Inc.*		14,400		61,344
Invivyd, Inc.*		211,800		834,492
Joint Corp. (The)*		14,800		142,228
Kewaunee Scientific Corp.*		16,900		491,283
Kronos Bio, Inc.*+		150,175		187,719
Lineage Cell Therapeutics, Inc.*		324,200		353,378
MEI Pharma, Inc.+		26,869		155,840
Mersana Therapeutics, Inc.*		232,300		538,936
Milestone Scientific, Inc.*		243,700		168,129
Nkarta, Inc.*		249,667		1,647,802
Ocuphire Pharma, Inc.*+		133,336		401,341
OptimizeRx Corp.*		124,700		1,784,457
Optinose, Inc.*		55,400		71,466
Ovid therapeutics, Inc.*		161,800		520,996
Passage Bio, Inc.*		366,500		370,165
Phio Pharmaceuticals Corp.*+		23,486		17,849
PMV Pharmaceuticals, Inc.*		99,900		309,690
Prelude Therapeutics, Inc.*		17,200		73,444
Pro-Dex, Inc.*		1,700		29,546
ProPhase Labs, Inc.*+		14,289		64,586
Protara Therapeutics, Inc.*		24,800		46,376
Pulmatrix, Inc.*		9,700		18,042
Pyxis Oncology, Inc.*		115,900		208,620
Quince Therapeutics, Inc.*		33,495		35,170
Relmada Therapeutics, Inc.*		89,177		369,193
Reneo Pharmaceuticals, Inc.*		15,880		25,408
Retractable Technologies, Inc.*		66,434		73,742
Rigel Pharmaceuticals, Inc.*		169,200		245,340
scPharmaceuticals, Inc.*+		85,000		532,950
Seer, Inc.*		243,243		471,891
Semler Scientific, Inc.*		35,476		1,571,232
Societal CDMO, Inc.*		249,600		87,485
SunLink Health Systems, Inc.*		192,800		179,304
Sunshine Biopharma, Inc.*		286,100		77,676
Tourmaline Bio, Inc.		20,267		530,590
Ventyx Biosciences, Inc.*		710,800		1,755,676
Werewolf Therapeutics, Inc.*		3,000		11,580
XBiotech, Inc.*		65,041		260,164


Industry Company	Shares		Value



Health Care (continued)
Xilio Therapeutics, Inc.*		34,400	$	18,920
XOMA Corp.*		200		3,700
Y-mAbs Therapeutics, Inc.*		49,900		340,318


				27,509,649

Industrials - 11.18%
Acme United Corp.		27,485		1,178,007
Alpha Pro Tech, Ltd.*		8,900		47,081
American Superconductor Corp.*		98,500		1,097,290
ARC Document Solutions, Inc.		325,250		1,066,820
Asure Software, Inc.*		22,900		218,008
Avalon Holdings Corp., Class A*		14,700		35,133
Byrna Technologies, Inc.*		61,771		394,717
DLH Holdings Corp.*		83,220		1,310,715
Gencor Industries, Inc.*		3,500		56,490
Graham Corp.*		13,500		256,095
Hudson Global, Inc.*		10,958		170,506
Hydrofarm Holdings Group, Inc.*		79,700		73,125
Innodata, Inc.*+		11,200		91,168
Innovative Solutions and Support, Inc.*		6,400		54,592
L B Foster Co., Class A*		5,500		120,945
Limbach Holdings, Inc.*		7,100		322,837
LS Starrett Co. (The), Class A*		27,401		331,552
LSI Industries, Inc.		52,900		744,832
Mastech Digital, Inc.*		13,697		115,438
Matrix Service Co.*		12,800		125,184
Mistras Group, Inc.*		56,000		409,920
Perma-Fix Environmental Services, Inc.*		22,100		173,706
Pioneer Power Solutions, Inc.*		51,600		350,364
Quest Resource Holding Corp.*		9,700		71,101
ShiftPixy, Inc.*		6,500		35,490
Skillsoft Corp.*		17,690		310,990
Steel Connect, Inc.*+		4,114		39,165
Sunworks, Inc.*+		302,073		70,927
Virco Mfg. Corp.		17,600		211,728
Willis Lease Finance Corp.*		3,320		162,282


				9,646,208

Information Technology - 9.49%
Airgain, Inc.*		17,200		61,232
Amtech Systems, Inc.*		7,800		32,760

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Information Technology (continued)
Applied Optoelectronics, Inc.*+		39,300	$	759,276
Astrotech Corp.*		4,700		39,903
AudioEye, Inc.*+		663		3,593
Brightcove, Inc.*		87,600		226,884
Cemtrex, Inc.*		18,929		92,373
Coda Octopus Group, Inc.*		2,900		17,400
CoreCard Corp.*		3,401		47,036
Daktronics, Inc.*		24,100		204,368
Ebix, Inc.+		342,900		356,616
eGain Corp.*		23,200		193,256
Expensify, Inc., Class A*		53,465		132,058
inTEST Corp.*		55,734		757,982
Issuer Direct Corp.*		5,268		95,509
Iteris, Inc.*		99,800		518,960
Key Tronic Corp.*		18,100		78,192
Lantronix, Inc.*		39,400		230,884
Mind CTI, Ltd.		5,600		11,004
Minim, Inc.*		27,881		54,926
Neonode, Inc.*		25,123		57,532
Porch Group, Inc.*		465,933		1,435,074
Quantum Corp.*		84,800		29,595
Rekor Systems, Inc.*		126,400		420,912
ReposiTrak, Inc.+		39,627		396,666
RF Industries, Ltd.*		29,696		90,276
Rimini Street, Inc.*		165,900		542,493
SigmaTron International, Inc.*		70,800		212,400
SilverSun Technologies, Inc.		1,900		32,509
Synchronoss Technologies, Inc.*		55,623		345,419
Taitron Components, Inc., Class A		68,200		238,018
TSR, Inc.*+		5,328		48,005
Universal Security Instruments, Inc.*		89,980		149,367
WeTrade Group, Inc.*+		32,163		123,828
WM Technology, Inc.*		36,600		26,363
Wrap Technologies, Inc.*+		38,400		119,040


				8,181,709

Materials - 3.86%
Advanced Emissions Solutions, Inc.*		306,164		912,369
Ampco-Pittsburgh Corp.*		58,032		158,427
Ascent Industries Co.*		6,700		64,052
Flexible Solutions International, Inc.		55,300		105,623
Friedman Industries, Inc.		85,021		1,314,425


Industry Company			Shares		Value



Materials (continued)
Gulf Resources, Inc.*				81,460	$	134,409
Northern Technologies International Corp.				252		2,968
Rayonier Advanced Materials, Inc.*				156,900		635,445


					3,327,718

Real Estate - 4.70%
Alpine Income Property Trust, Inc.				67,794		1,146,397
AMREP Corp.*				28,100		617,357
Clipper Realty, Inc.				42,763		230,920
Douglas Elliman, Inc.				585,907		1,728,426
LuxUrban Hotels, Inc.*+				55,100		328,947


					4,052,047

Utilities - 2.36%
Cadiz, Inc.*				112,200		314,160
Consolidated Water Co., Ltd.				38,600		1,374,160
Spruce Power Holding Corp.*				78,262		345,918


					2,034,238


TOTAL COMMON STOCKS - 98.09%						84,594,550

(Cost $79,610,407)

RIGHTS - 0.00%
Enliven Therapeutics, Inc., CVR*Δ#+++				18,900		–


TOTAL RIGHTS - 0.00%						–

(Cost $ — )

WARRANTS - 0.00%
Imperalis Holding Corp., expiring 04/13/28*Δ#+				258,500		–


TOTAL WARRANTS - 0.00%						–

(Cost $ — )

	Rate^		Shares		Value

MONEY MARKET FUND - 2.42%

Fidelity Investments Money Market Government Portfolio Class I		5.25%		2,083,275		2,083,275


TOTAL MONEY MARKET FUND - 2.42%						2,083,275

(Cost $2,083,275)


bridgewayfunds.com		17


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

Showing percentage of net assets as of December 31, 2023


	Rate^		Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 7.19%
Dreyfus Institutional Preferred Government Money Market Fund**		5.32%		6,198,589	$	6,198,589


TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 7.19%						6,198,589

(Cost $6,198,589)

TOTAL INVESTMENTS - 107.70%					$	92,876,414
(Cost $87,892,271)

Liabilities in Excess of Other Assets - (7.70%)						(6,641,464)


NET ASSETS - 100.00%					$	86,234,950

#	Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $0, which is 0.00% of total net assets.

Δ	Security was fair valued using significant unobservable inputs. As such, the security is classified as Level 3 in the fair value hierarchy.

*	Non-income producing security.

**	This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2023.

^	Rate disclosed as of December 31, 2023.

+	This security or a portion of the security is out on loan as of December 31, 2023. Total loaned securities had a value of $7,175,358 as of December 31, 2023. See Note 2 for disclosure of cash and non-cash collateral.

+++

No stated maturity date.

CVR

- Contingent Value Right

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Summary of inputs used to value the Fund’s investments as of 12/31/2023:

Valuation Inputs

Investment in Securities (Value)

Level 1

Quoted

Prices

Level 2

Significant

Observable

Inputs

Level 3

Significant

Unobservable

Inputs

Total

Common Stocks (a)

$84,594,550

$–

$84,594,550

Rights

–

Warrants

–

Money Market Fund

2,083,275

–

2,083,275

Investments Purchased With Cash Proceeds From Securities Lending

6,198,589

–

6,198,589

TOTAL

$92,876,414

$–

$92,876,414

(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 06/30/2023

–

Purchases/Issuances

–

Sales/Expirations

–

Return of Capital

–

Realized Gain/(Loss)

–

Change in unrealized Appreciation/(Depreciation)

–

Transfers in

–

Transfers out

–

Balance as of 12/31/2023

Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2023

–

See Notes to Financial Statements.


bridgewayfunds.com		19

Ultra-Small Company Market Fund

MANAGER’S COMMENTARY (Unaudited)

December 31, 2023

Dear Fellow Ultra-Small Company Market Fund Shareholder,

For the quarter ended December 31, 2023, our Fund returned +15.60%, underperforming our primary market benchmark, the Russell Microcap Index (+16.06%). However, the Fund outperformed the Russell 2000 Index (+14.03%) and the CRSP Cap-Based Portfolio 10 Index (+12.95%). It was a mixed quarter on a relative basis, but a good one on an absolute basis.

For the calendar year, our Fund returned +11.42%, outperforming the Russell Microcap Index (+9.33%). However, the Fund underperformed the Russell 2000 Index (+16.93%) and the CRSP Cap-Based Portfolio 10 Index (+13.45%).

The table below presents our December quarter, six months, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of December 31, 2023



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

Ultra-Small Company Market Fund		15.60%		7.74%		11.42%		8.61%		5.08%		10.22%		9.26%
Russell Microcap Index		16.06%		6.86%		9.33%		8.56%		5.79%		10.65%		N/A
CRSP Cap-Based Portfolio 10 Index		12.95%		5.41%		13.45%		11.41%		6.18%		13.48%		9.93%
Russell 2000 Index		14.03%		8.18%		16.93%		9.97%		7.16%		11.30%		7.61%

The Russell Microcap Index measures the performance of the microcap segment of the US equity market. Microcap stocks make up less than 3% of the US equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000® Index, plus the next 1,000 smallest eligible securities by market cap. The Russell Microcap Index is constructed to provide a comprehensive and unbiased barometer for the microcap segment trading on national exchanges. The Index is completely reconstituted annually to ensure new and growing equities are reflected and companies continue to reflect appropriate capitalization and value characteristics. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 769 of the smallest publicly traded US stocks with dividends reinvested, as reported by the Center for Research on Security Prices. It is not possible to invest directly in an index. Periods longer than one year are annualized.

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Growth of a $10,000 Investment

from Inception July 31, 1997 to December 31, 2023

LOGO

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

Detailed Explanation of Quarterly Performance

The Fund’s focus on the smallest stocks within the US stock market (the CRSP 10 universe) hurt relative results, as CRSP 10 stocks underperformed the Russell Microcap Index during the quarter. The Fund’s sidestepping strategies, which seek to eliminate exposure to stocks with a high probability of a steep price decline, major financial distress or bankruptcy, hurt performance relative to the CRSP 10 universe. On average, the Fund held about 78% of its assets in the CRSP 10 universe during the quarter, versus roughly 16% for the benchmark.

From a sector perspective, the Fund’s sector allocation effect, excluding cash, was neutral. An underweighting to the Energy sector contributed the most to relative performance while an underweighting to the Financials sector detracted the most. The Fund’s stock selection effect was negative. Holdings in the Materials, Consumer Discretionary, and Information Technology sectors detracted the most from relative performance.

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


bridgewayfunds.com		21

Ultra-Small Company Market Fund

MANAGER’S COMMENTARY (Unaudited) (continued)



				Annualized

CRSP Decile¹	Quarter	6 Months	1 Year	5 Years	10 Years	98 Years
1 (ultra-large)	11.63%	8.94%	30.48%	16.39%	12.57%	9.65%
2	11.66%	4.69%	13.66%	13.42%	10.34%	10.55%
3	12.34%	8.87%	18.03%	11.77%	9.23%	10.92%
4	12.91%	8.15%	21.71%	11.35%	7.83%	10.74%
5	14.62%	7.94%	17.92%	11.03%	6.91%	11.16%
6	15.08%	9.92%	21.31%	11.91%	7.55%	11.19%
7	16.96%	9.33%	19.93%	12.71%	9.44%	11.53%
8	13.34%	8.23%	13.26%	5.06%	3.97%	10.95%
9	14.39%	3.94%	5.00%	9.44%	6.72%	11.22%
10 (ultra-small)	12.42%	4.92%	12.92%	11.31%	6.13%	12.87%

Detailed Explanation of Calendar Year Performance

The Fund’s investment universe focuses on the smallest stocks within the US stock market (the CRSP 10 universe). This positioning positively contributed to relative results, as CRSP 10 stocks outperformed the Russell Microcap Index during the year. On average, the Fund held about 79% of its assets in the CRSP 10 universe during the 12-month period, versus roughly 17% for the benchmark.

Top Ten Holdings as of December 31, 2023


Rank	Description	Industry	% of Net Assets

1	RCM Technologies, Inc.	Industrials		0.7	%
2	JAKKS Pacific, Inc.	Consumer Discretionary		0.6	%
3	Invivyd, Inc.	Health Care		0.6	%
4	Absci Corp.	Health Care		0.6	%
5	CompX International, Inc.	Industrials		0.6	%
6	Twin Disc, Inc.	Industrials		0.5	%
7	Natural Gas Services Group, Inc.	Energy		0.5	%
8	Honest Co., Inc. (The)	Consumer Staples		0.5	%
9	Nkarta, Inc.	Health Care		0.5	%
10	Fulcrum Therapeutics, Inc.	Health Care		0.5	%

	Total			5.6	%

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Industry Sector Representation as of December 31, 2023


	% of Net Assets			% of Russell Microcap Index			Difference
Communication Services		4.1	%		2.9	%		1.2	%
Consumer Discretionary		14.4	%		10.2	%		4.2	%
Consumer Staples		2.8	%		1.7	%		1.1	%
Energy		4.5	%		5.8	%		-1.3	%
Financials		17.6	%		21.7	%		-4.1	%
Health Care		31.1	%		25.3	%		5.8	%
Industrials		11.8	%		13.3	%		-1.5	%
Information Technology		8.1	%		10.6	%		-2.5	%
Materials		3.0	%		3.7	%		-0.7	%
Real Estate		1.7	%		3.9	%		-2.2	%
Utilities		0.6	%		1.0	%		-0.4	%
Cash & Other Assets		0.3	%		-0.1	%		0.4	%

Total		100.0	%		100.0	%

Important Disclosure

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


bridgewayfunds.com		23


Ultra-Small Company Market Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

COMMON STOCKS - 99.66%

Communication Services - 4.08%
Arena Group Holdings, Inc. (The)*+		81,200	$	193,256
Beasley Broadcast Group, Inc., Class A*		88,225		77,462
BuzzFeed, Inc.*		332,000		83,000
Cardlytics, Inc.*		57,158		526,425
Charge Enterprises, Inc.*		228,500		26,072
comScore, Inc.*		12,635		211,004
Cumulus Media, Inc., Class A*		74,600		396,872
DHI Group, Inc.*		135,300		350,427
EverQuote, Inc., Class A*		69,500		850,680
FG Group Holdings, Inc.*		75,000		110,250
Fluent, Inc.*		256,100		171,587
Gaia, Inc.*		33,400		90,180
Harte Hanks, Inc.*		20,000		135,800
Innovid Corp.*		431,000		646,500
Kartoon Studios, Inc.*		80,400		111,756
KORE Group Holdings, Inc.*		248,700		243,776
Lee Enterprises, Inc.*		22,000		173,140
Loop Media, Inc.*		157,800		157,800
Marchex, Inc., Class B*		124,500		169,320
Moving Image Technologies, Inc.*		20,300		19,183
NII Holdings Escrow*Δ#		287,700		71,925
Outbrain, Inc.*		113,700		498,006
Saga Communications, Inc., Class A		22,216		494,528
Townsquare Media, Inc., Class A		52,700		556,512
Travelzoo*		40,443		385,422
TrueCar, Inc.*		226,600		784,036
Zedge, Inc., Class B*		33,780		79,383


				7,614,302

Consumer Discretionary -14.38%
1stdibs.com, Inc.*		103,000		482,040
2U, Inc.*		211,854		260,580
Allbirds, Inc., Class A*		275,000		336,875
AMCON Distributing Co.		1,900		370,500
American Outdoor Brands, Inc.*		35,007		294,059
American Public Education, Inc.*		41,000		395,650
Ark Restaurants Corp.		14,500		205,175
BARK, Inc.*		293,235		236,201
Barnes & Noble Education, Inc.*		193,300		288,017
Bassett Furniture Industries, Inc.		30,644		508,690


Industry Company	Shares		Value

Consumer Discretionary (continued)
Big 5 Sporting Goods Corp.		65,000	$	412,100
Big Lots, Inc.+		95,000		740,050
BowFlex, Inc.*		107,600		82,852
Brilliant Earth Group, Inc., Class A*+		22,800		84,816
BurgerFi International, Inc.*		63,588		54,679
Canterbury Park Holding Corp.		11,689		238,923
Cato Corp. (The), Class A		51,873		370,373
Citi Trends, Inc.*		24,200		684,376
Conn’s, Inc.*		43,000		190,920
Container Store Group, Inc. (The)*		194,000		442,320
ContextLogic, Inc., Class A*		60,000		357,000
Cooper-Standard Holdings, Inc.*		19,500		381,030
Culp, Inc.*		28,000		162,120
Delta Apparel, Inc.*		20,588		146,792
Dixie Group, Inc. (The)*		117,000		87,107
Duluth Holdings, Inc., Class B*		85,287		458,844
Educational Development Corp.*		31,400		36,424
Emerson Radio Corp.*		102,100		56,237
Envela Corp.*+		77,400		376,164
Escalade, Inc.		34,508		693,266
Express, Inc.*		9,724		81,390
Flanigan’s Enterprises, Inc.		7,000		180,040
Flexsteel Industries, Inc.		14,900		280,865
Fossil Group, Inc.*		188,900		275,794
Groupon, Inc.*+		65,000		834,600
Grove Collaborative Holdings*+		87,025		154,034
Hamilton Beach Brands Holding Co., Class A+		18,000		314,820
Hooker Furnishings Corp.		31,560		823,085
Inspirato, Inc.*+		9,250		34,133
Interactive Strength, Inc.*		16,000		13,765
J Jill, Inc.*		19,800		510,444
JAKKS Pacific, Inc.*		32,090		1,140,800
JOANN, Inc.*+		125,000		55,750
Kandi Technologies Group, Inc.*		141,700		396,760
Kirkland’s, Inc.*+		28,500		86,070
Lakeland Industries, Inc.		23,457		434,893
Lifetime Brands, Inc.		59,200		397,232
Lincoln Educational Services Corp.*		67,705		679,758
LL Flooring Holdings, Inc.*		100,000		390,000

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value
Common Stocks (continued)
Consumer Discretionary (continued)
Lulu’s Fashion Lounge Holdings, Inc.*+		125,900	$	234,174
Motorcar Parts of America, Inc.*		11,053		103,235
Nathan’s Famous, Inc.		5,200		405,652
Noodles & Co.*		146,000		459,900
PlayAGS, Inc.*		58,300		491,469
Purple Innovation, Inc.		320,000		329,600
RealReal, Inc. (The)*+		69,500		139,695
Red Robin Gourmet Burgers, Inc.*		33,500		417,745
Regis Corp.*+		6,900		65,205
Rent the Runway, Inc., Class A*+		153,500		80,971
Rocky Brands, Inc.		23,200		700,176
Sonder Holdings, Inc.*		35,000		118,650
Sportsman’s Warehouse Holdings, Inc.*		110,000		468,600
Strattec Security Corp.*		11,100		278,721
Superior Group of Cos., Inc.		57,700		778,950
Superior Industries International, Inc.*		102,500		328,000
Sypris Solutions, Inc.*		59,404		119,996
ThredUp, Inc., Class A*		125,000		281,250
Tilly’s, Inc., Class A*		84,300		635,622
Tupperware Brands Corp.*+		115,000		230,000
Unifi, Inc.*		60,000		399,600
Universal Electronics, Inc.*		36,200		339,918
Universal Technical Institute, Inc.*		33,500		419,420
Vacasa, Inc., Class A*		22,500		184,500
Vera Bradley, Inc.*		93,700		721,490
Vince Holding Corp.*		51,263		177,370
VOXX International Corp.*		36,100		385,548
Vroom, Inc.*		100,000		60,250
Wag! Group Co.*		97,000		171,690
Weyco Group, Inc.		24,500		768,320


				26,814,130

Consumer Staples - 2.82%
Alico, Inc.		24,550		713,914
Bridgford Foods Corp.*+		21,900		239,805
Farmer Bros Co.*		54,900		167,994
Honest Co., Inc. (The)*		262,000		864,600
Laird Superfood, Inc.*		15,000		13,650
Lifeway Foods, Inc.*		37,401		501,548
Limoneira Co.		35,000		722,050
Local Bounti Corp.*+		16,538		34,234
Mannatech, Inc.		8,300		65,238


Industry Company	Shares		Value

Consumer Staples (continued)
Natural Alternatives International, Inc.*		31,610	$	202,936
Natural Grocers by Vitamin Cottage, Inc.		19,200		307,200
Planet Green Holdings Corp.*		83,000		40,595
Real Good Food Co., Inc. (The)*		25,000		38,000
Rocky Mountain Chocolate Factory, Inc.*		36,500		167,535
Splash Beverage Group, Inc.*		127,300		70,321
United-Guardian, Inc.		13,466		96,955
Village Super Market, Inc., Class A		23,000		603,290
Vintage Wine Estates, Inc.*		250,100		125,625
Zevia PBC, Class A*		140,000		281,400


				5,256,890

Energy - 4.52%
Adams Resources & Energy, Inc.		13,400		350,812
Aemetis, Inc.*		90,000		471,600
Barnwell Industries, Inc.		35,000		85,050
Battalion Oil Corp.*		56,500		542,965
Camber Energy, Inc.*		50,000		11,420
Comstock, Inc.*		129,000		70,692
Evolution Petroleum Corp.		35,800		207,998
Forum Energy Technologies, Inc.*		17,000		376,890
Geospace Technologies Corp.*		35,000		453,600
Gran Tierra Energy, Inc.*		75,000		423,000
Gulf Island Fabrication, Inc.*		65,348		282,957
Houston American Energy Corp.*+		28,000		50,120
Independence Contract Drilling, Inc.*		55,000		134,750
KLX Energy Services Holdings, Inc.*+		51,702		582,164
Mammoth Energy Services, Inc.*		100,000		446,000
Mexco Energy Corp.+		8,000		73,040
MIND Technology, Inc.*+		1,252		8,176
NACCO Industries, Inc., Class A		13,470		491,655
Natural Gas Services Group, Inc.*		58,102		934,280
Nine Energy Service, Inc.*+		132,700		355,636
Overseas Shipholding Group, Inc., Class A		33,996		179,159


bridgewayfunds.com		25


Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value
Common Stocks (continued)

Energy (continued)
PEDEVCO Corp.*		225,000	$	173,272
PHX Minerals, Inc.		120,200		387,044
Ranger Energy Services, Inc.		24,700		252,681
Ring Energy, Inc.*		68,650		100,229
SEACOR Marine Holdings, Inc.*		50,805		639,635
Smart Sand, Inc.*		133,200		257,076
Superior Drilling Products, Inc.*		125,100		89,321
Trio Petroleum Corp.*		23,700		7,345


				8,438,567

Financials - 17.58%
AmeriServ Financial, Inc.		44,171		142,893
Ashford, Inc.*		5,000		18,402
Associated Capital Group, Inc., Class A		10,000		357,100
Atlantic American Corp.		116,256		276,689
Auburn National BanCorp, Inc.		7,500		159,600
Bank7 Corp.		26,910		735,988
BankFinancial Corp.		30,600		313,956
Bankwell Financial Group, Inc.		16,805		507,175
BayCom Corp.		32,200		759,598
BCB Bancorp, Inc.		28,800		370,080
Blue Ridge Bankshares, Inc.+		44,000		133,320
BM Technologies, Inc.*		36,636		75,104
C&F Financial Corp.		10,690		728,951
California BanCorp*		17,200		425,872
CB Financial Services, Inc.		10,000		238,200
Chemung Financial Corp.		15,398		766,820
Citizens Community Bancorp, Inc.		28,600		334,906
Citizens Holding Co.+		25,070		194,293
Citizens, Inc.*+		200,331		538,890
Codorus Valley Bancorp, Inc.		23,437		602,331
Cohen & Co., Inc.+		9,500		63,175
Colony Bankcorp, Inc.		45,076		599,511
Community West Bancshares		21,657		376,615
Conifer Holdings, Inc.*		13,000		13,650
Consumer Portfolio Services, Inc.*+		60,500		566,885
Curo Group Holdings Corp.*		105,167		84,134
Eagle Bancorp Montana, Inc.		19,521		308,237
eHealth, Inc.*		65,000		566,800


Industry Company	Shares		Value

Financials (continued)
ESSA Bancorp, Inc.		22,143	$	443,303
Evans Bancorp, Inc.		14,600		460,338
FG Financial Group, Inc.*		30,000		46,800
Finwise Bancorp*		33,292		476,409
First Bank		16,316		239,845
First Financial Northwest, Inc.		21,600		291,168
First Guaranty Bancshares, Inc.		42,356		470,999
First Internet Bancorp		19,500		471,705
First Northwest Bancorp		26,600		424,004
First United Corp.		23,292		547,595
First Western Financial, Inc.*		27,051		536,421
Hallmark Financial Services, Inc.*		8,510		8,595
Hawthorn Bancshares, Inc.		31,148		790,225
Heritage Insurance Holdings, Inc.*		94,000		612,880
HMN Financial, Inc.		18,800		432,400
HomeStreet, Inc.		25,000		257,500
Investar Holding Corp.		25,300		377,223
Katapult Holdings, Inc.*+		12,416		135,583
Kentucky First Federal Bancorp		16,000		71,520
Lake Shore Bancorp, Inc.		27,150		317,383
Landmark Bancorp, Inc.		8,615		166,959
LendingTree, Inc.*+		25,000		758,000
Magyar Bancorp, Inc.		12,579		140,885
Marygold Cos., Inc. (The)*		79,767		84,553
Medallion Financial Corp.		61,744		608,178
Meridian Corp.		34,200		475,380
Northrim BanCorp, Inc.		8,195		468,836
Norwood Financial Corp.+		25,512		839,600
Ocwen Financial Corp.*		18,016		554,172
Ohio Valley Banc Corp.		13,000		299,000
OP Bancorp		38,000		416,100
Oportun Financial Corp.*		75,000		293,250
OppFi, Inc.*		25,000		128,000
Patriot National Bancorp, Inc.*+		8,500		32,555
PCB Bancorp		30,000		552,900
Penns Woods Bancorp, Inc.		16,066		361,646
Peoples Bancorp of North Carolina, Inc.		17,230		520,174
Ponce Financial Group, Inc.*		50,699		494,822
Primis Financial Corp.		61,557		779,312
Princeton Bancorp, Inc.+		20,266		727,549
Provident Financial Holdings, Inc.		18,817		237,282

Semi-Annual Report | December 31, 2023 (Unaudited)


Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Financials (continued)
Riverview Bancorp, Inc.		57,606	$	368,678
Security National Financial Corp., Class A*		72,860		655,740
Selectquote, Inc.*		105,035		143,898
Silvercrest Asset Management Group, Inc., Class A		24,602		418,234
Southern States Bancshares, Inc.		20,000		585,600
Summit State Bank		17,820		213,840
Territorial Bancorp, Inc.		30,307		337,923
Third Coast Bancshares, Inc.*		32,400		643,788
Timberland Bancorp, Inc.		23,900		751,894
Union Bankshares, Inc.		14,951		458,248
United Security Bancshares		33,000		277,530
USCB Financial Holdings, Inc.*		17,500		214,375
Usio, Inc.*		90,000		154,800
Western New England Bancorp, Inc.		68,844		619,596
Westwood Holdings Group, Inc.		27,500		345,675


				32,800,043

Health Care - 31.13%
2seventy bio, Inc.*+		90,000		384,300
4D Molecular Therapeutics, Inc.*		13,500		273,510
Absci Corp.*+		252,000		1,058,400
Accuray, Inc.*		141,100		399,313
Acorda Therapeutics, Inc.*		3,836		55,775
Acrivon Therapeutics, Inc.*		31,800		156,456
Actinium Pharmaceuticals, Inc.*+		81,966		416,387
Adicet Bio, Inc.*		54,800		103,572
AgeX Therapeutics, Inc.*		140,000		53,900
AIM ImmunoTech, Inc.*		97,900		43,066
Aligos Therapeutics, Inc.*		92,000		61,088
Alimera Sciences, Inc.*+		20,000		86,400
Allakos, Inc.*		218,400		596,232
Alpha Teknova, Inc.*		70,000		261,100
Altimmune, Inc.*+		60,000		675,000
ALX Oncology Holdings, Inc.*		33,500		498,815
American Shared Hospital Services*		33,700		80,186
AN2 Therapeutics, Inc.*		34,492		706,741
Annexon, Inc.*+		165,100		749,554
Annovis Bio, Inc.*+		22,500		420,750


Industry Company	Shares		Value

Health Care (continued)
Applied Therapeutics, Inc.*		185,000	$	619,750
Apyx Medical Corp.*+		158,000		413,960
Aquestive Therapeutics, Inc.*		187,356		378,459
Armata Pharmaceuticals, Inc.*+		101,382		328,478
Assembly Biosciences, Inc.*		165,000		135,317
Astria Therapeutics, Inc.*		93,301		716,552
Athira Pharma, Inc.*		100,680		244,652
ATI Physical Therapy, Inc.*		3,400		20,876
Atreca, Inc., Class A*		75,000		9,900
Avrobio, Inc.*		88,587		120,478
BioAtla, Inc.*		92,000		226,320
Biodesix, Inc.*		221,000		406,640
BiomX, Inc.*		49,500		13,860
Biora Therapeutics, Inc.*		37,280		50,328
Bioventus, Inc., Class A*+		130,000		685,100
Black Diamond Therapeutics, Inc.*+		184,800		519,288
Bolt Biotherapeutics, Inc.*		85,200		95,424
Butterfly Network, Inc.*		200,000		216,000
C4 Therapeutics, Inc.*		124,000		700,600
Candel Therapeutics, Inc.*		124,895		183,596
Cara Therapeutics, Inc.*		141,200		104,912
CareCloud, Inc.*		67,363		102,392
Carisma Therapeutics, Inc.+		108,000		316,440
Cartesian Therapeutics, Inc.*		435,000		299,889
CEL-SCI Corp.*+		143,600		390,592
Century Therapeutics, Inc.*		103,800		344,616
Chimerix, Inc.*		221,000		212,712
Clearside Biomedical, Inc.*		175,600		205,452
Codexis, Inc.*		197,000		600,850
Cognition Therapeutics, Inc.*+		91,200		168,720
CorMedix, Inc.*+		148,200		557,232
Corvus Pharmaceuticals, Inc.*		145,700		256,432
Cumberland Pharmaceuticals, Inc.*		49,887		86,803
Cutera, Inc.*+		50,000		176,250
Cyteir Therapeutics, Inc.*		20,000		60,800
CytomX Therapeutics, Inc.*		188,500		292,175
Daxor Corp.*		9,400		90,146
Design Therapeutics, Inc.*		134,600		356,690
Eagle Pharmaceuticals, Inc.*		30,000		156,900
Electromed, Inc.*		27,000		294,570
Elicio Therapeutics, Inc.*		12,500		104,250
Eliem Therapeutics, Inc.*		53,323		142,906

bridgewayfunds.com


Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Health Care (continued)
Emergent BioSolutions, Inc.*		117,500	$	282,000
Enzo Biochem, Inc.*		221,500		307,885
Eton Pharmaceuticals, Inc.*+		55,900		244,842
Exagen, Inc.*		39,000		77,610
EyePoint Pharmaceuticals, Inc.*		25,000		577,750
Fulcrum Therapeutics, Inc.*		126,500		853,875
G1 Therapeutics, Inc.*+		120,000		366,000
Gain Therapeutics, Inc.*		46,100		150,516
Galecto, Inc.*		115,000		82,800
GeneDx Holdings Corp.*		53,000		145,750
GlycoMimetics, Inc.*+		191,800		452,648
Graphite Bio, Inc.*		143,350		375,577
Great Elm Group, Inc.*		104,597		202,918
Gritstone bio, Inc.*		182,900		373,116
Harvard Bioscience, Inc.*		102,017		545,791
HCW Biologics, Inc.*		84,700		103,757
Hookipa Pharma, Inc.*		87,500		70,875
Hyperfine, Inc.*		161,700		181,104
IGC Pharma, Inc.*		69,000		19,327
Ikena Oncology, Inc.*		107,350		211,479
Immuneering Corp., Class A*		34,949		256,875
Immunic, Inc.*+		110,000		165,000
IN8bio, Inc.*		73,002		100,743
InfuSystem Holdings, Inc.*		54,800		577,592
Inogen, Inc.*		26,700		146,583
Inozyme Pharma, Inc.*		34,000		144,840
Invivyd, Inc.*		283,100		1,115,414
IO Biotech, Inc.*		145,200		272,976
IRIDEX Corp.*		75,000		210,750
KALA BIO, Inc.*		3,500		24,500
KalVista Pharmaceuticals, Inc.*+		10,500		128,625
Karyopharm Therapeutics, Inc.*		289,500		250,418
Kewaunee Scientific Corp.*+		13,200		383,724
Kezar Life Sciences, Inc.*		147,000		139,268
Kinnate Biopharma, Inc.*		79,300		187,941
Kodiak Sciences, Inc.*		114,200		347,168
Kronos Bio, Inc.*+		143,500		179,375
Larimar Therapeutics, Inc.*		116,700		530,985
LifeMD, Inc.*		55,500		460,095
Lineage Cell Therapeutics, Inc.*		442,900		482,761
Longboard Pharmaceuticals, Inc.*+		70,000		422,100
Lucid Diagnostics, Inc.*		135,000		190,350
Lumos Pharma, Inc.*		46,744		146,309


Industry Company	Shares		Value

Health Care (continued)
Lyra Therapeutics, Inc.*		139,900	$	733,076
MAIA Biotechnology, Inc.*		75,700		88,569
Matinas BioPharma Holdings, Inc.*		70,000		15,134
MediciNova, Inc.*		140,247		210,370
Merrimack Pharmaceuticals, Inc.*		32,500		435,825
Milestone Scientific, Inc.*		249,500		172,130
Myomo, Inc.*+		41,000		205,410
NanoString Technologies, Inc.*		120,000		89,808
NanoViricides, Inc.*		59,039		60,220
Neuronetics, Inc.*		60,205		174,594
NeuroPace, Inc.*		28,400		292,804
NextCure, Inc.*		89,900		102,486
NGM Biopharmaceuticals, Inc.*		195,000		167,505
NightHawk Biosciences, Inc.*		100,000		44,030
Nkarta, Inc.*		129,800		856,680
NKGen Biotech, Inc.*		300		825
NRX Pharmaceuticals, Inc.*		122,700		56,442
Omeros Corp.*+		176,600		577,482
Optinose, Inc.*		275,300		355,137
Oragenics, Inc.*		7,334		41,263
ORIC Pharmaceuticals, Inc.*		22,500		207,000
Ovid therapeutics, Inc.*+		147,700		475,594
Owlet, Inc.*		225		1,188
Palatin Technologies, Inc.*+		24,800		98,704
Passage Bio, Inc.*		140,100		141,501
PepGen, Inc.*		96,300		654,840
Personalis, Inc.*		129,500		271,950
Perspective Therapeutics, Inc.*		184,000		73,968
Pluri, Inc.*		52,600		30,461
PMV Pharmaceuticals, Inc.*		95,000		294,500
Poseida Therapeutics, Inc.*		191,800		644,448
Praxis Precision Medicines, Inc.*		20,373		453,910
Precision BioSciences, Inc.*		223,500		81,578
Prelude Therapeutics, Inc.*		121,949		520,722
ProSomnus, Inc.*		50,000		49,075
Protalix BioTherapeutics, Inc.*		205,000		364,900
Protara Therapeutics, Inc.*		39,200		73,304
Puma Biotechnology, Inc.*		119,200		516,136
Pyxis Oncology, Inc.*		120,295		216,531
Quantum-Si, Inc.*		390,000		783,900
Quince Therapeutics, Inc.*		105,000		110,250

Semi-Annual Report | December 31, 2023 (Unaudited)


Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Health Care (continued)
Rain Oncology, Inc.*		78,500	$	94,200
Rallybio Corp.*+		117,000		279,630
Rani Therapeutics Holdings, Inc., Class A*		51,500		170,980
Regional Health Properties, Inc.*		10,000		20,287
Relmada Therapeutics, Inc.*+		72,600		300,564
Reneo Pharmaceuticals, Inc.*+		75,500		120,800
Retractable Technologies, Inc.*		71,700		79,587
Rigel Pharmaceuticals, Inc.*		475,000		688,750
Sagimet Biosciences, Inc., Class A*		45,000		243,900
Sangamo Therapeutics, Inc.*		295,000		160,274
scPharmaceuticals, Inc.*+		56,300		353,001
SCYNEXIS, Inc.*		94,500		210,735
Seer, Inc.*		147,800		286,732
Sensei Biotherapeutics, Inc.*		112,900		78,127
Senti Biosciences, Inc.*		145,000		95,700
Sera Prognostics, Inc., Class A*+		86,105		514,908
Shattuck Labs, Inc.*+		50,100		357,213
Sight Sciences, Inc.*		121,400		626,424
Singular Genomics Systems, Inc.*		107,600		49,507
Solid Biosciences, Inc.*		50,071		307,436
Sonida Senior Living, Inc.*		10,615		102,542
Spero Therapeutics, Inc.*		134,800		198,156
Spruce Biosciences, Inc.*		85,000		249,050
Standard BioTools, Inc.*		212,000		468,520
Star Equity Holdings, Inc.*		78,390		79,958
Stereotaxis, Inc.*		232,100		406,175
Stoke Therapeutics, Inc.*+		10,700		56,282
SunLink Health Systems, Inc.*		40,000		37,200
Sutro Biopharma, Inc.*		170,200		730,158
Syros Pharmaceuticals, Inc.*		38,670		301,239
Tactile Systems Technology, Inc.*		27,800		397,540
Talkspace, Inc.*		116,800		296,672
Tela Bio, Inc.*		77,000		509,740
Telesis Bio, Inc.*		67,000		26,733
Tenaya Therapeutics, Inc.*		181,900		589,356
TherapeuticsMD, Inc.*		42,000		94,500
Theriva Biologics, Inc.*		28,528		12,270


Industry Company	Shares		Value

Health Care (continued)
Theseus Pharmaceuticals, Inc.*		50,000	$	202,500
Third Harmonic Bio, Inc.*		45,000		493,650
Tourmaline Bio, Inc.		11,850		310,233
Trevi Therapeutics, Inc.*		198,881		266,501
TScan Therapeutics, Inc.*		88,300		514,789
Turnstone Biologics Corp.*		59,900		152,445
UNITY Biotechnology, Inc.*		50,000		96,500
Vapotherm, Inc.*		18,687		18,687
Vaxxinity, Inc., Class A*		216,700		184,195
Verrica Pharmaceuticals, Inc.*+		99,550		728,706
Vicarious Surgical, Inc.*		225,000		82,507
Vigil Neuroscience, Inc.*+		125,064		422,716
Viracta Therapeutics, Inc.*		74,000		42,180
VolitionRX, Ltd.*		170,000		121,890
Vor BioPharma, Inc.*		157,500		354,375
Werewolf Therapeutics, Inc.*+		76,586		295,622
Xeris Biopharma Holdings, Inc.*		4,800		11,280
Xilio Therapeutics, Inc.*		121,081		66,595
XOMA Corp.*		25,000		462,500
Xtant Medical Holdings, Inc.*		354,000		400,020
Y-mAbs Therapeutics, Inc.*		45,700		311,674
Zevra Therapeutics, Inc.*+		89,443		585,852
Zimvie, Inc.*		35,000		621,250


				58,063,627

Industrials - 11.74%
Acme United Corp.		11,535		494,390
Air Industries Group*		9,000		29,250
Air T, Inc.*+		17,250		284,625
Alpha Pro Tech, Ltd.*		52,900		279,841
American Superconductor Corp.*		45,000		501,300
ARC Document Solutions, Inc.+		167,400		549,072
Avalon Holdings Corp., Class A*		3,900		9,321
BGSF, Inc.		39,700		373,180
BlackSky Technology, Inc.*		410,000		574,000
Chicago Rivet & Machine Co.		8,000		135,840
CompX International, Inc.		41,700		1,054,176
CPI Aerostructures, Inc.*		20,000		54,600
Dragonfly Energy Holdings Corp.*		82,400		44,644
Eastern Co. (The)		21,200		466,400


bridgewayfunds.com		29


Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Industrials (continued)
Espey Mfg. & Electronics Corp.		9,108	$	170,320
ESS Tech, Inc.*+		150,000		171,000
FreightCar America, Inc.*		73,000		197,100
GEE Group, Inc.*		77,600		38,816
Gencor Industries, Inc.*		29,200		471,288
Graham Corp.*		22,495		426,730
Hudson Global, Inc.*		10,942		170,258
Hurco Cos., Inc.		15,500		333,715
Hydrofarm Holdings Group, Inc.*		131,500		120,651
Hyzon Motors, Inc.*		300,000		268,500
Innodata, Inc.*+		40,955		333,374
INNOVATE Corp.*+		188,000		231,240
Innovative Solutions and Support, Inc.*		80,400		685,812
KULR Technology Group, Inc.*		298,700		55,259
L B Foster Co., Class A*		36,200		796,038
LS Starrett Co. (The), Class A*		36,400		440,440
Markforged Holding Corp.*		409,500		335,790
Mastech Digital, Inc.*		25,400		214,071
Matrix Service Co.*		25,000		244,500
Mayville Engineering Co., Inc.*		25,258		364,220
Mega Matrix Corp.*		67,000		94,470
Mesa Air Group, Inc.*		249,800		252,298
Mistras Group, Inc.*		78,100		571,692
NN, Inc.*		114,103		456,412
Ocean Power Technologies, Inc.*		130,000		41,080
Orion Group Holdings, Inc.*		115,100		568,594
Park-Ohio Holdings Corp.		27,000		727,920
Performant Financial Corp.*		178,300		557,188
Perma-Pipe International Holdings, Inc.*		71,600		557,764
Quad/Graphics, Inc.*		116,169		629,636
RCM Technologies, Inc.*		43,242		1,255,748
Redwire Corp.*+		158,500		451,725
Sarcos Technology & Robotics Corp.*		60,400		43,567
Servotronics, Inc.*		16,653		208,162
Shapeways Holdings, Inc.*		19,161		47,136
SIFCO Industries, Inc.*		26,024		118,149
Skillsoft Corp.*+		21,850		384,123
Spire Global, Inc.*+		60,000		469,200
StarTek, Inc.*+		84,762		373,800
Team, Inc.*		10,000		66,000
TPI Composites, Inc.*+		110,000		455,400
Twin Disc, Inc.		58,100		938,896


Industry Company	Shares		Value

Industrials (continued)
Ultralife Corp.*		62,400	$	425,568
Virco Mfg. Corp.		35,800		430,674
Westwater Resources, Inc.*		95,200		53,778
Willdan Group, Inc.*		16,700		359,050
Willis Lease Finance Corp.*		9,200		449,696


				21,907,487

Information Technology - 8.13%
908 Devices, Inc.*+		65,500		734,910
Amtech Systems, Inc.*		59,000		247,800
Applied Optoelectronics, Inc.*+		15,000		289,800
Arteris, Inc.*		60,500		356,345
AstroNova, Inc.*		35,500		577,230
Aware, Inc.*		74,579		123,801
AXT, Inc.*		120,000		288,000
Backblaze, Inc., Class A*		67,000		508,530
BK Technologies Corp.*		9,144		111,825
Blend Labs, Inc., Class A*		315,000		803,250
Brightcove, Inc.*		104,000		269,360
CalAmp Corp.*		115,060		28,880
Casa Systems, Inc.*		228,000		120,840
Climb Global Solutions, Inc.		12,300		674,409
CoreCard Corp.*		19,737		272,963
CSP, Inc.+		35,000		700,000
Dave, Inc.*		21,000		176,085
D-Wave Quantum, Inc.*		203,000		178,660
EMCORE Corp.*		103,873		50,794
Everspin Technologies, Inc.*		73,900		668,056
Frequency Electronics, Inc.		21,500		235,425
Greenidge Generation Holdings, Inc.*+		17,000		114,070
GSI Technology, Inc.*		65,217		172,173
Immersion Corp.		68,000		480,080
Information Services Group, Inc.		11,348		53,449
Inseego Corp.*		287,000		63,083
Intellicheck, Inc.*		60,200		114,380
inTEST Corp.*		31,401		427,054
Intevac, Inc.*		87,400		377,568
Inuvo, Inc.*		200,000		85,000
Issuer Direct Corp.*		11,500		208,495
Key Tronic Corp.*		32,400		139,968
KVH Industries, Inc.*		55,774		293,371
LGL Group, Inc. (The)*		29,200		179,288
Marin Software, Inc.*		60,000		21,990
Movella Holdings, Inc.*		121,500		73,507

Semi-Annual Report | December 31, 2023 (Unaudited)


Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Information Technology (continued)
M-Tron Industries, Inc.*		14,600	$	521,220
Network-1 Technologies, Inc.		79,000		172,220
Optical Cable Corp.*		27,600		74,520
Pixelworks, Inc.*		100,100		131,131
Powerfleet, Inc. NJ*		90,000		307,800
Presto Automation, Inc.*		155,000		82,383
RF Industries, Ltd.*		27,900		84,816
Richardson Electronics, Ltd.		31,011		413,997
Rubicon Technologies, Inc.*		76,825		142,126
SecureWorks Corp., Class A*		43,180		318,668
Stronghold Digital Mining, Inc., Class A*+		10,000		73,000
Telos Corp.*		185,000		675,250
TransAct Technologies, Inc.*		33,000		230,340
Trio-Tech International*		26,800		135,876
Turtle Beach Corp.*		35,000		383,250
Universal Security Instruments, Inc.*		6,000		9,960
Upland Software, Inc.*		100,300		424,269
Veritone, Inc.*+		119,600		216,476
VirnetX Holding Corp.+		3,565		24,955
WidePoint Corp.*		48,728		113,049
WM Technology, Inc.*		266,400		191,888
ZeroFox Holdings, Inc.*		244,900		213,063


				15,160,696

Materials - 3.00%
5E Advanced Materials, Inc.*+		124,000		174,840
Advanced Emissions Solutions, Inc.*		100,466		299,389
Ampco-Pittsburgh Corp.*		101,200		276,276
Ascent Industries Co.*		26,838		256,571
Contango ORE, Inc.*		10,000		181,100
Core Molding Technologies, Inc.*		24,400		452,132
Dakota Gold Corp.*		185,000		484,700
Danimer Scientific, Inc.*+		285,000		290,700
Flexible Solutions International, Inc.		45,707		87,300
Flotek Industries, Inc.*		41,062		160,963
Friedman Industries, Inc.		27,200		420,512
Glatfelter Corp.*		125,000		242,500
Gold Resource Corp.		190,100		71,478
Golden Minerals Co.*		18,000		9,358
Gulf Resources, Inc.*		42,360		69,894


Industry Company	Shares		Value

Materials (continued)
Idaho Strategic Resources, Inc.*		7	$	44
IT Tech Packaging, Inc.*		37,500		11,621
Loop Industries, Inc.*+		99,400		375,732
Northern Technologies International Corp.		27,900		328,662
Olympic Steel, Inc.		4,400		293,480
Solitario Resources Corp.*		205,000		114,821
Tredegar Corp.		94,500		511,245
United States Antimony Corp.*		195,500		48,680
Universal Stainless & Alloy Products, Inc.*		21,750		436,740


				5,598,738

Real Estate - 1.70%
American Realty Investors, Inc.*		2,363		41,140
AMREP Corp.*		35,800		786,526
Doma Holdings, Inc.*		25,000		115,750
Douglas Elliman, Inc.		231,200		682,040
Maui Land & Pineapple Co., Inc.*		46,500		738,885
New Concept Energy, Inc.*		8,400		8,400
Rafael Holdings, Inc., Class B*		51,656		94,530
Stratus Properties, Inc.*		24,250		699,855


				3,167,126

Utilities - 0.58%
Cadiz, Inc.*+		20,500		57,400
Genie Energy, Ltd., Class B		6,400		180,032
RGC Resources, Inc.+		25,000		508,500
Spruce Power Holding Corp.*+		44,025		194,590
Via Renewables, Inc.+		14,000		131,600


				1,072,122


TOTAL COMMON STOCKS - 99.66%				185,893,728

(Cost $167,337,439)

bridgewayfunds.com


Ultra-Small Company Market Fund

SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company		Shares		Value
RIGHTS - 0.01%
Adamas Pharmaceuticals, Inc., CVR*Δ#+++			110,000	$	–
Adamas Pharmaceuticals, Inc., CVR*Δ#+++			110,000		–
Cartesian Therapeutics, Inc., CVR*Δ#+++			435,000		–
Disc Medicine, Inc., CVR*Δ#+++			75,000		–
Enliven Therapeutics, Inc., CVR*Δ#+++			66,800		–
Oncomed Pharmaceuticals, CVR, expiring 12/31/49*Δ#			125,000		–
Pineapple Holdings, Inc., CVR*Δ#+++			14,504		9,573
Groupon, Inc., CVR, expiring 01/19/24*Δ#+			65,000		11,050


TOTAL RIGHTS - 0.01%					20,623

(Cost $29,976)

WARRANTS - 0.00%
LGL Group, Inc. (The), expiring 11/16/25*			29,200		8,176


TOTAL WARRANTS - 0.00%					8,176

(Cost $14,873)

	Rate^	Shares		Value
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 8.70%
Dreyfus Institutional Preferred Government Money Market Fund**	5.32%		16,219,579		16,219,579


TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 8.70%					16,219,579

(Cost $16,219,579)

TOTAL INVESTMENTS - 108.37%				$	202,142,106

(Cost $183,601,867)

Liabilities in Excess of Other Assets - (8.37%)					(15,611,794)


NET ASSETS - 100.00%				$	186,530,312

#	Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $92,548, which is 0.05% of total net assets.

*	Non-income producing security.

**	This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2023.

^	Rate disclosed as of December 31, 2023.

Δ	Security was fair valued using significant unobservable inputs. 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 December 31, 2023. Total loaned securities had a value of $15,218,675, which included loaned securities with a value of $225,000 that have been sold and are pending settlement as of December 31, 2023. The total market value of loaned securities excluding these pending sales is $14,993,675. See Note 2 for disclosure of cash and non-cash collateral.

+++

No stated maturity date.

CVR -

Contingent Value Right

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Summary of inputs used to value the Fund’s investments as of 12/31/2023:

Valuation Inputs

Investment in Securities (Value)

Level 2

Level 3

Level 1

Significant

Quoted

Observable

Unobservable

Prices

Inputs

Total

Common Stocks

Communication Services

$7,542,377

$–

$71,925

$7,614,302

Other Industries (a)

178,279,426

–

178,279,426

Total Common Stocks

185,821,803

–

71,925

185,893,728

Rights

–

20,623

Warrants

8,176

–

8,176

Investments Purchased With Cash Proceeds From Securities Lending

16,219,579

–

16,219,579

TOTAL

$202,049,558

$–

$92,548

$202,142,106

(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)

Common

Stocks

Rights

Total

Balance as of 06/30/2023

71,925

Purchases/Issuances

–

11,050

Sales/Expirations

–

Return of Capital

–

Realized Gain/(Loss)

–

Change in unrealized Appreciation/(Depreciation)

–

9,573

Transfers in

–

Transfers out

–

Balance as of 12/31/2023

71,925

20,623

92,548

Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2023

–

20,623

See Notes to Financial Statements.


bridgewayfunds.com		33


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

December 31, 2023

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2023, our Fund returned +13.30%, trailing our primary market benchmark, the Russell 2000 Value Index (+15.26). It was a mixed quarter on a relative basis, but a good quarter on an absolute basis.

For the calendar year, our Fund returned 14.08%, lagging the Russell 2000 Value Index (14.65%).

The table below presents our December quarter, six months, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of December 31, 2023



							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		15 Years		Since Inception (10/31/03)

Small-Cap Value Fund		13.30%		9.57%		14.08%		17.86%		9.38%		12.93%		9.13%
Russell 2000 Value Index		15.26%		11.85%		14.65%		10.00%		6.76%		10.27%		8.00%

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.

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Growth of a $10,000 Investment

from Inception October 31, 2003 to December 31, 2023

LOGO

Detailed Explanation of Quarterly Performance

The Fund’s quality and value models underperformed the benchmark during the quarter, detracting from relative results. This negative impact was partially offset by the Fund’s sentiment model, which outperformed the benchmark. The Fund’s tilt toward deeper value stocks, as measured across multiple valuation metrics, mostly hurt relative performance. However, the Fund’s tilt toward smaller stocks improved relative returns.

From a sector perspective, the Fund’s allocation effect was slightly negative. An overweighting in the Communications Services sector detracted the most from relative results. The Fund’s stock selection effect was also negative, with holdings in the Financials and Health Care sectors weighing the most on relative performance.

Detailed Explanation of Calendar Year Performance

The Fund’s sentiment and value models underperformed the benchmark during the year, detracting from relative results. This negative impact was partially offset by the Fund’s quality models, which strongly outperformed the benchmark. The Fund’s tilt toward smaller stocks in the small-cap value universe detracted from relative performance during the year. In contrast, the Fund’s tilt toward deeper value stocks, as measured across multiple valuation metrics, added to relative results.

From a sector perspective, the Fund’s allocation effect was positive. Underweightings in the Utilities and Financials sectors along with an overweighting in the Consumer Discretionary sector added the most to relative results. The Fund’s stock selection effect (including the interaction effect) was negative, with holdings in the Health Care, Consumer Staples, Information Technology, and Real Estate sector detracting the most from relative performance.


bridgewayfunds.com		35


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

Top Ten Holdings as of December 31, 2023


Rank	Description	Industry	% of Net Assets
1	Boise Cascade Co.	Industrials		1.4	%
2	Jackson Financial, Inc., Class A	Financials		1.3	%
3	Neogen Corp.	Health Care		1.2	%
4	WSFS Financial Corp.	Financials		1.2	%
5	Amkor Technology, Inc.	Information Technology		1.2	%
6	Group 1 Automotive, Inc.	Consumer Discretionary		1.2	%
7	Abercrombie & Fitch Co., Class A	Consumer Discretionary		1.2	%
8	Genworth Financial, Inc., Class A	Financials		1.2	%
9	Opendoor Technologies, Inc.	Real Estate		1.1	%
10	First BanCorp	Financials		1.2	%

	Total			12.2	%

Industry Sector Representation as of December 31, 2023


	% of Net Assets			% of Russell 2000 Value Index			Difference
Communication Services		3.8	%		2.4	%		1.4	%
Consumer Discretionary		9.9	%		10.9	%		-1.0	%
Consumer Staples		4.3	%		2.3	%		2.0	%
Energy		9.2	%		9.2	%		0.0	%
Financials		27.1	%		27.2	%		-0.1	%
Health Care		8.3	%		8.8	%		-0.5	%
Industrials		10.8	%		14.1	%		-3.3	%
Information Technology		6.0	%		5.9	%		0.1	%
Materials		8.4	%		4.8	%		3.6	%
Real Estate		8.9	%		10.5	%		-1.6	%
Utilities		1.3	%		3.9	%		-2.6	%
Cash & Other Assets		2.0	%		0.0	%		2.0	%

Total		100.0	%		100.0	%

Important Disclosure

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.

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Conclusion

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

Sincerely,

The Investment Management Team


bridgewayfunds.com		37


Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

COMMON STOCKS - 98.02%

Communication Services - 3.78%
Clear Channel Outdoor Holdings, Inc.*	2,414,724	$	4,394,798
iHeartMedia, Inc., Class A*	1,662,117		4,437,852
Sinclair, Inc.+	389,563		5,076,006
Telephone and Data Systems, Inc.	293,200		5,380,220
Vivid Seats, Inc., Class A*	382,359		2,416,509


			21,705,385

Consumer Discretionary - 9.94%
Abercrombie & Fitch Co., Class A*	77,200		6,810,584
Beazer Homes USA, Inc.*	166,700		5,632,793
Chico’s FAS, Inc.*	692,700		5,250,666
Dine Brands Global, Inc.	60,000		2,979,000
Green Brick Partners, Inc.*	103,700		5,386,178
Group 1 Automotive, Inc.	22,400		6,826,176
M/I Homes, Inc.*	18,900		2,603,286
MDC Holdings, Inc.	117,125		6,471,156
Meritage Homes Corp.	15,800		2,752,360
Signet Jewelers, Ltd.+	55,000		5,899,300
Smith & Wesson Brands, Inc.	80,503		1,091,621
Stitch Fix, Inc., Class A*	469,608		1,676,501
Taylor Morrison Home Corp.*	69,800		3,723,830


			57,103,451

Consumer Staples - 4.25%
Cal-Maine Foods, Inc.	98,300		5,641,437
Herbalife, Ltd.*+	312,600		4,770,276
Ingles Markets, Inc., Class A	61,400		5,303,118
SpartanNash Co.	189,500		4,349,025
United Natural Foods, Inc.*	269,500		4,373,985


			24,437,841

Energy - 9.19%
Amplify Energy Corp.*	682,100		4,044,853
Berry Corp.	694,500		4,882,335
Callon Petroleum Co.*+	100,600		3,259,440
Chord Energy Corp.	16,400		2,726,172
Civitas Resources, Inc.	50,800		3,473,704
Delek US Holdings, Inc.	170,900		4,409,220
FLEX LNG, Ltd.+	137,450		3,994,297
Kinetik Holdings, Inc.	80,300		2,682,020
Liberty Energy, Inc.	314,400		5,703,216
Matador Resources Co.	81,800		4,651,148
Par Pacific Holdings, Inc.*	165,100		6,004,687
PBF Energy, Inc., Class A	45,000		1,978,200


Industry Company	Shares		Value


Energy (continued)
Teekay Corp.*	701,570	$	5,016,226


			52,825,518

Financials - 27.14%
A-Mark Precious Metals, Inc.	194,686		5,889,252
Ameris Bancorp	93,800		4,976,090
Axos Financial, Inc.*	101,500		5,541,900
Banco Latinoamericano de Comercio Exterior SA, Class E	47,400		1,172,676
Bank of NT Butterfield & Son, Ltd. (The)	51,400		1,645,314
Banner Corp.	51,000		2,731,560
BCB Bancorp, Inc.	104,300		1,340,255
Bread Financial Holdings, Inc.	167,500		5,517,450
Byline Bancorp, Inc.	191,200		4,504,672
City Holding Co.	58,900		6,494,314
Eagle Bancorp, Inc.	117,400		3,538,436
Encore Capital Group, Inc.*	98,900		5,019,175
Enstar Group, Ltd.*	22,300		6,564,005
Farmers & Merchants Bancorp, Inc./Archbold	61,400		1,522,720
FB Financial Corp.	72,100		2,873,185
Federal Agricultural Mortgage Corp., Class C	9,288		1,776,051
First BanCorp	404,000		6,645,800
First Bancshares, Inc. (The)	67,200		1,970,976
Genworth Financial, Inc., Class A*	1,015,100		6,780,868
Green Dot Corp., Class A*	316,628		3,134,617
Hanmi Financial Corp.	263,200		5,106,080
Jackson Financial, Inc., Class A	146,692		7,510,630
LendingTree, Inc.*	72,100		2,186,072
Live Oak Bancshares, Inc.	84,251		3,833,421
MVB Financial Corp.	118,500		2,673,360
OceanFirst Financial Corp.	43,343		752,434
Pacific Premier Bancorp, Inc.	77,500		2,256,025
Pagseguro Digital, Ltd., Class A*	505,700		6,306,079
Pathward Financial, Inc.	107,100		5,668,803
PennyMac Financial Services, Inc.	63,500		5,611,495
PROG Holdings, Inc.*	210,969		6,521,052
SmartFinancial, Inc.	58,500		1,432,665
Stewart Information Services Corp.	108,800		6,392,000

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value


Common Stocks (continued)

Financials (continued)
UMB Financial Corp.		21,500	$	1,796,325
Victory Capital Holdings, Inc., Class A		159,200		5,482,848
Virtus Investment Partners, Inc.		9,500		2,296,720
Waterstone Financial, Inc.		250,400		3,555,680
WSFS Financial Corp.		151,059		6,938,140


				155,959,145

Health Care - 8.28%
Addus HomeCare Corp.*		50,000		4,642,500
Brookdale Senior Living, Inc.*		967,616		5,631,525
Community Health Systems, Inc.*		547,200		1,712,736
Cross Country Healthcare, Inc.*		201,400		4,559,696
Emergent BioSolutions, Inc.*		393,733		944,959
Inogen, Inc.*		531,200		2,916,288
Neogen Corp.*+		350,000		7,038,500
OraSure Technologies, Inc.*		390,000		3,198,000
PetIQ, Inc.*		233,816		4,617,866
Prestige Consumer Healthcare, Inc.*		106,100		6,495,442
Vir Biotechnology, Inc.*		575,900		5,793,554


				47,551,066

Industrials - 10.82%
ArcBest Corp.		23,720		2,851,381
BlueLinx Holdings, Inc.*		55,857		6,329,157
Boise Cascade Co.		60,000		7,761,600
Costamare, Inc.		273,027		2,842,211
EnerSys		57,000		5,754,720
Enviri Corp.*		541,378		4,872,402
ESCO Technologies, Inc.		24,000		2,808,720
GMS, Inc.*		39,215		3,232,492
Kelly Services, Inc., Class A		128,000		2,767,360
Manitowoc Co., Inc. (The)*		181,541		3,029,919
Standex International Corp.		11,100		1,758,018
Sterling Infrastructure, Inc.*		68,300		6,005,619
Textainer Group Holdings, Ltd.		102,600		5,047,920
Titan Machinery, Inc.*		97,400		2,812,912
TrueBlue, Inc.*		280,508		4,302,993


				62,177,424


Industry Company	Shares		Value


Information Technology - 6.00%
Amkor Technology, Inc.		205,400	$	6,833,658
Digi International, Inc.*		86,200		2,241,200
Kulicke & Soffa Industries, Inc.		111,300		6,090,336
LiveRamp Holdings, Inc.*		168,700		6,390,356
NetScout Systems, Inc.*		127,800		2,805,210
ScanSource, Inc.*		114,600		4,539,306
Squarespace, Inc., Class A*		168,500		5,562,185


				34,462,251

Materials - 8.36%
AdvanSix, Inc.		28,443		852,152
Alpha Metallurgical Resources, Inc.		19,158		6,493,030
Clearwater Paper Corp.*		98,400		3,554,208
Constellium SE*		146,200		2,918,152
O-I Glass, Inc.*		212,400		3,479,112
Olympic Steel, Inc.		91,916		6,130,797
Rayonier Advanced Materials, Inc.*		655,000		2,652,750
Ryerson Holding Corp.		150,600		5,222,808
Schnitzer Steel Industries, Inc., Class A		87,668		2,644,067
SunCoke Energy, Inc.		530,800		5,700,792
TimkenSteel Corp.*		262,900		6,165,005
Trinseo PLC		263,000		2,201,310


				48,014,183

Real Estate - 8.92%
Anywhere Real Estate, Inc.*		731,895		5,935,668
Community Healthcare Trust, Inc.		152,510		4,062,866
Equity Commonwealth		149,000		2,860,800
Essential Properties Realty Trust, Inc.		203,900		5,211,684
Four Corners Property Trust, Inc.+		253,000		6,400,900
Getty Realty Corp.		140,900		4,117,098
Innovative Industrial Properties, Inc.		32,200		3,246,404
Opendoor Technologies, Inc.*+		1,486,100		6,657,728
Physicians Realty Trust		244,300		3,251,633
Plymouth Industrial REIT, Inc.		119,069		2,865,991
Retail Opportunity Investments Corp.		237,959		3,338,565


bridgewayfunds.com		39


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

Showing percentage of net assets as of December 31, 2023


Industry Company			Shares		Value


Common Stocks (continued)

Real Estate (continued)
Terreno Realty Corp.				53,100	$	3,327,777


						51,277,114

Utilities - 1.34%
MGE Energy, Inc.				42,800		3,094,868
Otter Tail Corp.				53,900		4,579,883


						7,674,751


TOTAL COMMON STOCKS - 98.02%						563,188,129

(Cost $516,410,713)

EXCHANGE TRADED FUND - 0.76%
iShares Russell 2000 Value ETF+				28,055		4,357,783


TOTAL EXCHANGE TRADED FUND - 0.76%						4,357,783

(Cost $4,270,723)

	Rate^		Shares		Value

MONEY MARKET FUND - 2.20%
Fidelity Investments Money Market Government Portfolio Class I		5.25%		12,627,045		12,627,045

TOTAL MONEY MARKET FUND - 2.20%						12,627,045

(Cost $12,627,045)

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.52%
Dreyfus Institutional Preferred Government Money Market Fund**		5.32%		2,983,605		2,983,605


TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.52%						2,983,605

(Cost $2,983,605)

TOTAL INVESTMENTS - 101.50%					$	583,156,562

(Cost $536,292,086)

Liabilities in Excess of Other Assets - (1.50%)						(8,610,269)


NET ASSETS - 100.00%					$	574,546,293

*	Non-income producing security.

**	This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2023.

^	Rate disclosed as of December 31, 2023.

+	This security or a portion of the security is out on loan as of December 31, 2023. Total loaned securities had a value of $10,001,376 as of December 31, 2023. See Note 2 for disclosure of cash and non-cash collateral.

PLC

- Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2023:

Valuation Inputs

Investment in Securities (Value)

Level 2

Level 3

Level 1

Significant

Quoted

Observable

Unobservable

Prices

Inputs

Total

Common Stocks (a)

$563,188,129

$–

$563,188,129

Exchange Traded Fund

4,357,783

–

4,357,783

Money Market Fund

12,627,045

–

12,627,045

Investments Purchased With Cash Proceeds From Securities Lending

2,983,605

–

2,983,605

TOTAL

$583,156,562

$–

$583,156,562

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

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)


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

December 31, 2023

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2023, our Fund returned +17.14%, outperforming our primary market benchmark, the Russell 2000 Value Index (+15.26%). It was a good quarter.

For the calendar year, our Fund returned +17.80%, outperforming the Russell 2000 Value Index (+14.65).

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

Standardized Returns as of December 31, 2023



					Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		Since Inception (8/31/11)

Omni Small-Cap Value Fund		17.14%		19.71%		17.80%		13.99%		7.91%		11.40%
Russell 2000 Value Index		15.26%		11.85%		14.65%		10.00%		6.76%		9.76%

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.


bridgewayfunds.com		41


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

Growth of a $10,000 Investment

from Inception August 31, 2011 to December 31, 2023

LOGO

Detailed Explanation of Quarterly Performance

The Omni Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. This approach is sometimes referred to as “passive, asset class investing.” As of December 31, 2023, we held 564 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 improved relative returns as the benchmark’s larger stocks generally underperformed during the quarter. The Fund’s tilt toward deeper value stocks across multiple valuation metrics was neutral relative to the benchmark during the quarter.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to Utilities stocks benefited relative results, as such stocks significantly underperformed the benchmark during the quarter. However, the lack of exposure to REITs detracted modestly from relative performance.

Detailed Explanation of Calendar Year Performance

The Fund’s tilt toward deeper value stocks across multiple valuation metrics boosted relative results. The impact of the Fund’s tilt toward smaller stocks in the small-cap value universe was negative during the year.

By design, the Fund does not hold Real Estate Investment Trusts (REITs) and Utilities stocks. Our lack of exposure to both REITs and Utilities stocks was a major contributor to relative returns.

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Top Ten Holdings as of December 31, 2023


Rank	Description	Industry	% of Net Assets
1	M/I Homes, Inc.	Consumer Discretionary	0.9%
2	Patrick Industries, Inc.	Consumer Discretionary	0.8%
3	Xerox Holdings Corp.	Information Technology	0.8%
4	ODP Corp. (The)	Consumer Discretionary	0.8%
5	Pactiv Evergreen, Inc.	Materials	0.8%
6	SkyWest, Inc.	Industrials	0.8%
7	Tronox Holdings PLC	Materials	0.7%
8	Opendoor Technologies, Inc.	Real Estate	0.7%
9	Winnebago Industries, Inc.	Consumer Discretionary	0.7%
10	Dorian LPG, Ltd.	Energy	0.7%

	Total		7.7%

Industry Sector Representation as of December 31, 2023


	% of Net Assets			% of Russell 2000 Value Index			Difference
Communication Services		4.8	%		2.4	%		2.4	%
Consumer Discretionary		15.7	%		10.9	%		4.8	%
Consumer Staples		3.7	%		2.3	%		1.4	%
Energy		11.0	%		9.2	%		1.8	%
Financials		33.9	%		27.2	%		6.7	%
Health Care		3.4	%		8.8	%		-5.4	%
Industrials		13.8	%		14.1	%		-0.3	%
Information Technology		4.1	%		5.9	%		-1.8	%
Materials		6.7	%		4.8	%		1.9	%
Real Estate		2.4	%		10.5	%		-8.1	%
Utilities		0.0	%		3.9	%		-3.9	%
Cash & Other Assets		0.5	%		0.0	%		0.5	%
Total		100.0	%		100.0	%

Important Disclosure


bridgewayfunds.com		43


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

Semi-Annual Report | December 31, 2023 (Unaudited)


Omni Small-Cap Value Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

COMMON STOCKS - 99.42%

Communication Services - 4.78%
Advantage Solutions, Inc.*		1,350,000	$	4,887,000
AMC Networks, Inc., Class A*		95,500		1,794,445
ATN International, Inc.		50,600		1,971,882
Consolidated Communications Holdings, Inc.*		299,000		1,300,650
Cumulus Media, Inc., Class A*		43,700		232,484
EchoStar Corp., Class A*		335,930		5,566,360
Entravision Communications Corp., Class A		339,800		1,416,966
Gaia, Inc.*		2,000		5,400
Gannett Co., Inc.*		672,700		1,547,210
Gray Television, Inc.		140,000		1,254,400
Harte Hanks, Inc.*		7,700		52,283
Liberty Latin America, Ltd., Class A*		180,000		1,315,800
Liberty Latin America, Ltd.,
Class C*		776,500		5,699,510
Marcus Corp. (The)+		193,000		2,813,940
Saga Communications, Inc., Class A		21,761		484,400
Scholastic Corp.		146,750		5,532,475
Sinclair, Inc.		182,000		2,371,460
Sphere Entertainment Co.*+		170,000		5,773,200
Telephone and Data Systems, Inc.		380,800		6,987,680
Thryv Holdings, Inc.*		148,000		3,011,800
Tingo Group, Inc.*Δ#		250,000		42,500
Townsquare Media, Inc., Class A		129,900		1,371,744
United States Cellular Corp.*		125,400		5,209,116
Urban One, Inc.*		151,800		535,854
WideOpenWest, Inc.*		100,600		407,430


				61,585,989

Consumer Discretionary -15.71%
1-800-Flowers.com, Inc., Class A*		141,400		1,524,292
Aaron’s Co., Inc. (The)		187,400		2,038,912
Abercrombie & Fitch Co., Class A*		52,000		4,587,440
AMCON Distributing Co.		2,450		477,750
American Axle &
Manufacturing Holdings,
Inc.*+		614,996		5,418,115
American Outdoor Brands, Inc.*		49,500		415,800


Industry Company	Shares		Value



Consumer Discretionary (continued)
American Public Education, Inc.*		61,100	$	589,615
AMMO, Inc.*		424,200		890,820
Ark Restaurants Corp.		8,500		120,275
Bally’s Corp.*+		105,000		1,463,700
Bassett Furniture Industries, Inc.		21,900		363,540
Beazer Homes USA, Inc.*		147,500		4,984,025
Big 5 Sporting Goods Corp.		113,700		720,858
Biglari Holdings, Inc., Class B*		6,200		1,022,566
Bluegreen Vacations Holding Corp.		61,551		4,623,711
BowFlex, Inc.*		67,000		51,590
Caleres, Inc.+		25,000		768,250
Carrols Restaurant Group, Inc.		230,600		1,817,128
Cato Corp. (The), Class A		63,700		454,818
Century Casinos, Inc.*		67,400		328,912
Chegg, Inc.*		409,800		4,655,328
Chico’s FAS, Inc.*		581,000		4,403,980
China Automotive Systems, Inc.*		146,350		472,711
Citi Trends, Inc.*		33,400		944,552
Clarus Corp.		114,400		788,788
Container Store Group, Inc. (The)*		54,650		124,602
Crown Crafts, Inc.		75,850		376,216
Dana, Inc.		531,600		7,766,676
Delta Apparel, Inc.*		42,100		300,173
Designer Brands, Inc., Class A+		215,000		1,902,750
Destination XL Group, Inc.*		169,544		745,994
Duluth Holdings, Inc., Class B*		98,300		528,854
El Pollo Loco Holdings, Inc.*		158,300		1,396,206
Ethan Allen Interiors, Inc.		75,500		2,409,960
Flanigan’s Enterprises, Inc.		14,000		360,080
Flexsteel Industries, Inc.		20,159		379,997
Foot Locker, Inc.+		255,000		7,943,250
Genesco, Inc.*		45,000		1,584,450
GigaCloud Technology, Inc., Class A*		178,700		3,269,317
G-III Apparel Group, Ltd.*		212,500		7,220,750
Good Times Restaurants, Inc.*		106,000		269,240
GoPro, Inc., Class A*		563,800		1,956,386
Hamilton Beach Brands
Holding Co., Class A		22,000		384,780
Haverty Furniture Cos., Inc.		82,400		2,925,200


bridgewayfunds.com		45


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Consumer Discretionary (continued)
Hibbett, Inc.		60,900	$	4,386,018
Hooker Furnishings Corp.		51,000		1,330,080
Hovnanian Enterprises, Inc., Class A*		23,500		3,657,070
JAKKS Pacific, Inc.*		62,300		2,214,765
Kandi Technologies Group, Inc.*		113,200		316,960
Lands’ End, Inc.*		25,100		239,956
Landsea Homes Corp.*		207,529		2,726,931
Latham Group, Inc.*		325,000		854,750
La-Z-Boy, Inc.		166,000		6,128,720
Legacy Housing Corp.*		43,331		1,092,808
Lifetime Brands, Inc.		72,650		487,482
Lincoln Educational Services Corp.*		211,000		2,118,440
Live Ventures, Inc.*		15,550		394,970
M/I Homes, Inc.*		88,200		12,148,668
MarineMax, Inc.*		89,000		3,462,100
MasterCraft Boat Holdings, Inc.*		51,600		1,168,224
Modine Manufacturing Co.*		19,100		1,140,270
Movado Group, Inc.		69,200		2,086,380
ODP Corp. (The)*		174,000		9,796,200
OneWater Marine, Inc., Class A*+		55,000		1,858,450
Patrick Industries, Inc.		105,000		10,536,750
Perdoceo Education Corp.		352,879		6,196,555
Rocky Brands, Inc.		18,200		549,276
Sally Beauty Holdings, Inc.*		327,448		4,348,509
Shoe Carnival, Inc.		99,500		3,005,895
Smith & Wesson Brands, Inc.		59,400		805,464
Solo Brands, Inc., Class A*+		312,000		1,921,920
Sportsman’s Warehouse Holdings, Inc.*		76,300		325,038
Standard Motor Products, Inc.		50,000		1,990,500
Strategic Education, Inc.		21,200		1,958,244
Strattec Security Corp.*		12,012		301,621
Superior Group of Cos., Inc.+		38,000		513,000
Tilly’s, Inc., Class A*		151,600		1,143,064
Traeger, Inc.*		497,300		1,357,629
Unifi, Inc.*		54,273		361,458
Universal Technical Institute, Inc.*		221,400		2,771,928
Vera Bradley, Inc.*		55,600		428,120
Vista Outdoor, Inc.*+		252,191		7,457,288
VOXX International Corp.*+		62,100		663,228


Industry Company	Shares		Value



Consumer Discretionary (continued)
Weyco Group, Inc.		31,500	$	987,840
Winnebago Industries, Inc.		128,981		9,400,135
Zumiez, Inc.*		104,800		2,131,632


				202,536,693

Consumer Staples - 3.69%
Andersons, Inc. (The)		160,438		9,231,603
B&G Foods, Inc.+		217,000		2,278,500
Dole PLC		430,000		5,284,700
Fresh Del Monte Produce, Inc.		226,477		5,945,021
HF Foods Group, Inc.*		13,826		73,831
Ingles Markets, Inc., Class A		85,301		7,367,447
Mannatech, Inc.		8,400		66,024
Natural Alternatives International, Inc.*		18,100		116,202
Natural Grocers by Vitamin Cottage, Inc.		81,100		1,297,600
Nature’s Sunshine Products, Inc.*		6,593		113,993
Seneca Foods Corp., Class A*		28,900		1,515,516
SpartanNash Co.		161,946		3,716,661
United Natural Foods, Inc.*		216,000		3,505,680
Village Super Market, Inc., Class A		50,750		1,331,172
Weis Markets, Inc.		82,325		5,265,507
Whole Earth Brands, Inc.*		150,000		511,500


				47,620,957

Energy - 10.96%
Adams Resources & Energy, Inc.		20,500		536,690
Amplify Energy Corp.*		174,600		1,035,378
Archrock, Inc.		517,346		7,967,128
Ardmore Shipping Corp.		216,400		3,049,076
Barnwell Industries, Inc.		15,500		37,665
Berry Corp.		453,400		3,187,402
Bristow Group, Inc.*		111,033		3,138,903
CONSOL Energy, Inc.		36,400		3,659,292
Crescent Energy Co., Class A+		465,155		6,144,698
Delek US Holdings, Inc.		332,000		8,565,600
DMC Global, Inc.*		80,000		1,505,600
Dorian LPG, Ltd.		211,300		9,269,731
Epsilon Energy, Ltd.		90,000		457,200
FutureFuel Corp.		290,300		1,765,024
Gran Tierra Energy, Inc.*		75,000		423,000
Gulfport Energy Corp.*		44,600		5,940,720
Hallador Energy Co.*		255,000		2,254,200

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Energy (continued)
Mammoth Energy Services, Inc.*		185,000	$	825,100
NACCO Industries, Inc., Class A		41,945		1,530,992
Natural Gas Services Group, Inc.*		114,752		1,845,212
NCS Multistage Holdings, Inc.*		10,000		172,200
Oil States International, Inc.*		319,400		2,168,726
Overseas Shipholding Group, Inc., Class A		593,300		3,126,691
Par Pacific Holdings, Inc.*		247,400		8,997,938
PHX Minerals, Inc.		63,800		205,436
PrimeEnergy Resources Corp.*		41		4,360
ProPetro Holding Corp.*		480,000		4,022,400
Ranger Energy Services, Inc.		113,850		1,164,686
REX American Resources Corp.*		90,900		4,299,570
Ring Energy, Inc.*		774,500		1,130,770
RPC, Inc.		812,000		5,911,360
SandRidge Energy, Inc.		100,550		1,374,519
SEACOR Marine Holdings, Inc.*		83,100		1,046,229
Select Water Solutions, Inc.		75,000		569,250
SFL Corp., Ltd.		811,000		9,148,080
Smart Sand, Inc.*		195,200		376,736
Talos Energy, Inc.*		508,400		7,234,532
Teekay Corp.*		590,000		4,218,500
Teekay Tankers, Ltd., Class A		172,000		8,594,840
US Energy Corp.		27,000		27,000
US Silica Holdings, Inc.*		360,000		4,071,600
VAALCO Energy, Inc.		400,000		1,796,000
Vital Energy, Inc.*+		79,500		3,616,455
World Kinect Corp.		210,600		4,797,468


				141,213,957

Financials - 33.93%
1st Source Corp.		85,000		4,670,750
Acacia Research Corp.*+		196,000		768,320
ACNB Corp.		51,400		2,300,664
AFC Gamma, Inc.		65,800		791,574
Affinity Bancshares, Inc.*		31,500		502,897
Alerus Financial Corp.		80,200		1,795,678
Amalgamated Financial
Corp.		129,930		3,500,314
A-Mark Precious Metals, Inc.		40,558		1,226,879


Industry Company	Shares		Value



Financials (continued)
Ambac Financial Group, Inc.*		250,000	$	4,120,000
American National Bankshares, Inc.		25,000		1,218,750
AmeriServ Financial, Inc.		118,000		381,730
Ames National Corp.		1,008		21,511
Atlanticus Holdings Corp.*		1,610		62,259
Auburn National BanCorp, Inc.		12,000		255,360
Banc of California, Inc.		267,463		3,592,028
Banco Latinoamericano de Comercio Exterior SA, Class E		133,400		3,300,316
Bank of Marin Bancorp		15,047		331,335
Bank of the James Financial Group, Inc.		13,000		156,390
Bank7 Corp.		51,500		1,408,525
BankFinancial Corp.		44,100		452,466
BankUnited, Inc.		189,764		6,154,047
Bankwell Financial Group, Inc.		15,000		452,700
Banner Corp.		111,127		5,951,962
Bar Harbor Bankshares		50,966		1,496,362
BayCom Corp.		38,313		903,804
BCB Bancorp, Inc.		60,400		776,140
Berkshire Hills Bancorp, Inc.		115,000		2,855,450
Blue Ridge Bankshares, Inc.+		34,500		104,535
BM Technologies, Inc.*		20,500		42,025
Bread Financial Holdings, Inc.		195,500		6,439,770
Bridgewater Bancshares,
Inc.*		47,500		642,200
Brookline Bancorp, Inc.		250,000		2,727,500
Business First Bancshares, Inc.		65,000		1,602,250
Byline Bancorp, Inc.		120,800		2,846,048
C&F Financial Corp.		13,600		927,384
California BanCorp*		30,000		742,800
Cambridge Bancorp		18,000		1,249,200
Camden National Corp.		49,100		1,847,633
Capital Bancorp, Inc.		76,950		1,862,190
Capital City Bank Group, Inc.		37,172		1,093,972
Capitol Federal Financial, Inc.		325,000		2,096,250
Carter Bankshares, Inc.*		110,885		1,659,948
CB Financial Services, Inc.		20,400		485,928
Central Pacific Financial Corp.		67,000		1,318,560


bridgewayfunds.com		47


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Financials (continued)
Central Valley Community Bancorp		55,000	$	1,229,250
CF Bankshares, Inc.		19,000		373,730
Chemung Financial Corp.		19,500		971,100
ChoiceOne Financial Services, Inc.+		28,500		835,050
Citizens Community Bancorp, Inc.		52,500		614,775
Citizens Financial Services, Inc.		2,424		156,881
Citizens, Inc.*		79,500		213,855
Civista Bancshares, Inc.		42,523		784,124
CNB Financial Corp.		64,300		1,452,537
Codorus Valley Bancorp, Inc.		56,622		1,455,185
Colony Bankcorp, Inc.		50,010		665,133
Community Trust Bancorp, Inc.		60,000		2,631,600
Community West Bancshares		57,000		991,230
ConnectOne Bancorp, Inc.		105,846		2,424,932
Consumer Portfolio Services, Inc.*+		153,150		1,435,015
CrossFirst Bankshares, Inc.*		184,100		2,500,078
Customers Bancorp, Inc.*		79,591		4,586,033
Dime Community Bancshares, Inc.		105,112		2,830,666
Donegal Group, Inc., Class A		123,000		1,720,770
Eagle Bancorp Montana, Inc.		21,000		331,590
Eagle Bancorp, Inc.		72,070		2,172,190
Encore Capital Group, Inc.*		97,600		4,953,200
Enova International, Inc.*		102,407		5,669,251
Enterprise Bancorp, Inc.		39,375		1,270,237
Enterprise Financial Services Corp.		110,400		4,929,360
Equity Bancshares, Inc.,
Class A		91,000		3,084,900
Esquire Financial Holdings, Inc.		4,204		210,032
ESSA Bancorp, Inc.		44,700		894,894
Evans Bancorp, Inc.		8,000		252,240
EZCORP, Inc., Class A*		416,200		3,637,588
Farmers National Banc Corp.		88,589		1,280,111
FB Financial Corp.		136,600		5,443,510
Federal Agricultural Mortgage Corp., Class C		26,600		5,086,452
Financial Institutions, Inc.		50,000		1,065,000
Finwise Bancorp*		30,700		439,317


Industry Company	Shares		Value



Financials (continued)
First Bancshares, Inc. (The)		79,400	$	2,328,802
First Bank		85,230		1,252,881
First Busey Corp.		184,000		4,566,880
First Business Financial Services, Inc.		45,400		1,820,540
First Capital, Inc.		15,035		410,305
First Commonwealth Financial Corp.		273,800		4,227,472
First Community Corp.		35,000		753,550
First Financial Bancorp		237,000		5,628,750
First Financial Corp.		39,362		1,693,747
First Financial Northwest, Inc.		42,882		578,049
First Guaranty Bancshares, Inc.		27,472		305,489
First Internet Bancorp		25,000		604,750
First Merchants Corp.		148,600		5,510,088
First Mid Bancshares, Inc.		51,500		1,784,990
First National Corp.		33,800		735,150
First Northwest Bancorp		30,287		482,775
First of Long Island Corp. (The)		52,900		700,396
First Savings Financial Group, Inc.		14,300		240,240
First United Corp.		29,176		685,928
First US Bancshares, Inc.		6,468		68,690
First Western Financial, Inc.*		36,800		729,744
Flushing Financial Corp.		90,997		1,499,631
FNCB Bancorp, Inc.		185,700		1,260,903
Franklin Financial Services Corp.		30,700		968,585
FS Bancorp, Inc.		39,000		1,441,440
FVCBankcorp, Inc.*		42,499		603,486
Great Southern Bancorp, Inc.		10,000		593,500
Green Dot Corp., Class A*		115,000		1,138,500
Guild Holdings Co., Class A		227,001		3,198,444
Hanmi Financial Corp.		73,100		1,418,140
HarborOne Bancorp, Inc.		147,400		1,765,852
Hawthorn Bancshares, Inc.		28,404		720,609
Heartland Financial USA, Inc.		119,700		4,501,917
Hennessy Advisors, Inc.		7,000		46,970
Heritage Commerce Corp.		132,464		1,314,043
Heritage Financial Corp.		122,500		2,620,275
Heritage Insurance Holdings, Inc.*		97,100		633,092
HMN Financial, Inc.		31,800		731,400
Home Bancorp, Inc.		30,494		1,281,053

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Financials (continued)
HomeTrust Bancshares, Inc.		44,100	$	1,187,172
Hope Bancorp, Inc.		270,800		3,271,264
Horace Mann Educators Corp.		106,200		3,472,740
Horizon Bancorp, Inc.		127,667		1,826,915
Independent Bank Corp.		88,100		2,292,362
Independent Bank Group, Inc.		14,950		760,656
Investar Holding Corp.		43,000		641,130
Investors Title Co.		5,494		890,797
James River Group Holdings, Ltd.		125,000		1,155,000
Kearny Financial Corp.		181,462		1,627,714
Kingstone Cos., Inc.*		36,200		77,106
Lakeland Bancorp, Inc.		140,654		2,080,273
Landmark Bancorp, Inc.		17,707		343,162
LCNB Corp.		58,600		924,122
LendingTree, Inc.*		15,000		454,800
loanDepot, Inc., Class A*		912,664		3,212,577
Logan Ridge Finance Corp.		12,600		281,358
Luther Burbank Corp.		258,197		2,765,290
MainStreet Bancshares, Inc.		36,000		893,160
Mercantile Bank Corp.		47,300		1,909,974
Merchants Bancorp		167,211		7,119,844
Mercury General Corp.		144,500		5,391,295
Meridian Corp.		43,800		608,820
Metrocity Bankshares, Inc.		9,291		223,170
Metropolitan Bank Holding Corp.*		21,400		1,185,132
Mid Penn Bancorp, Inc.		26,603		645,921
Middlefield Banc Corp.		34,000		1,100,580
Midland States Bancorp, Inc.		113,700		3,133,572
MidWestOne Financial Group, Inc.		59,260		1,594,687
MVB Financial Corp.		32,600		735,456
National Western Life Group, Inc., Class A		9,278		4,481,460
Navient Corp.		450,000		8,379,000
Nicolet Bankshares, Inc.		18,170		1,462,322
NMI Holdings, Inc., Class A*		146,900		4,359,992
Northeast Community Bancorp, Inc.		53,139		942,686
Northfield Bancorp, Inc.		97,300		1,224,034
Northrim BanCorp, Inc.		30,800		1,762,068
Northwest Bancshares, Inc.		413,200		5,156,736
Oak Valley Bancorp		40,000		1,198,000


Industry Company	Shares		Value



Financials (continued)
OceanFirst Financial Corp.		215,123	$	3,734,535
Ocwen Financial Corp.*		42,501		1,307,331
Ohio Valley Banc Corp.		15,700		361,100
Old Point Financial Corp.		17,300		306,729
Old Second Bancorp, Inc.		97,303		1,502,358
OP Bancorp		91,900		1,006,305
Oportun Financial Corp.*		162,500		635,375
Oppenheimer Holdings, Inc., Class A		54,493		2,251,651
Origin Bancorp, Inc.		92,522		3,291,008
Orrstown Financial Services, Inc.		31,600		932,200
Parke Bancorp, Inc.		50,099		1,014,505
Pathfinder Bancorp, Inc.+		10,200		140,964
Pathward Financial, Inc.		72,281		3,825,833
Patriot National Bancorp, Inc.*		18,500		70,855
PCB Bancorp		58,600		1,079,998
Peapack-Gladstone Financial Corp.		69,894		2,084,239
Penns Woods Bancorp, Inc.		33,229		747,985
Peoples Bancorp of North Carolina, Inc.		27,617		833,757
Peoples Bancorp, Inc.		152,470		5,147,387
Peoples Financial Services Corp.		22,900		1,115,230
Pioneer Bancorp, Inc.*		82,600		826,826
Plumas Bancorp		2,000		82,700
Preferred Bank		20,833		1,521,851
Premier Financial Corp.		95,300		2,296,730
Primis Financial Corp.		31,600		400,056
Princeton Bancorp, Inc.		34,480		1,237,832
PROG Holdings, Inc.*		34,500		1,066,395
Provident Bancorp, Inc.*+		54,600		549,822
Provident Financial Holdings, Inc.		26,600		335,426
Provident Financial Services, Inc.		182,731		3,294,640
QCR Holdings, Inc.		61,000		3,561,790
RBB Bancorp		65,883		1,254,412
Red River Bancshares, Inc.		200		11,222
Regional Management Corp.		56,100		1,406,988
Renasant Corp.		219,780		7,402,190
Republic Bancorp, Inc., Class A		49,362		2,722,808
Rhinebeck Bancorp, Inc.*		30,000		241,500
Richmond Mutual BanCorp, Inc.		25,000		287,750
Riverview Bancorp, Inc.		119,500		764,800
S&T Bancorp, Inc.		149,601		4,999,665


bridgewayfunds.com		49


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Financials (continued)
Sandy Spring Bancorp, Inc.		96,400	$	2,625,936
SB Financial Group, Inc.		35,490		540,868
Security National Financial Corp., Class A*		48,672		438,048
Shore Bancshares, Inc.		117,844		1,679,277
Sierra Bancorp		53,000		1,195,150
Simmons First National Corp., Class A		103,000		2,043,520
SiriusPoint, Ltd.*		647,100		7,506,360
SmartFinancial, Inc.		56,500		1,383,685
Sound Financial Bancorp, Inc.		10,000		390,000
South Plains Financial, Inc.		99,700		2,887,312
Southern First Bancshares, Inc.*		27,038		1,003,110
Southern Missouri Bancorp, Inc.		11,000		587,290
Southern States Bancshares, Inc.		35,000		1,024,800
Southside Bancshares, Inc.		10,000		313,200
Stewart Information Services Corp.		103,814		6,099,072
Summit Financial Group, Inc.		65,515		2,010,655
Summit State Bank		21,000		252,000
SWK Holdings Corp.*		58,405		1,023,840
Territorial Bancorp, Inc.		30,000		334,500
Third Coast Bancshares, Inc.*		58,000		1,152,460
Timberland Bancorp, Inc.		47,900		1,506,934
Tiptree, Inc.		177,200		3,359,712
Towne Bank		120,600		3,589,056
TriCo Bancshares		15,900		683,223
TrustCo Bank Corp. NY		46,680		1,449,414
Trustmark Corp.		200,500		5,589,940
Union Bankshares, Inc.		139		4,260
United Bancorp, Inc.		17,000		216,580
United Fire Group, Inc.		53,100		1,068,372
United Security Bancshares		50,000		420,500
Unity Bancorp, Inc.		43,867		1,298,025
Universal Insurance Holdings, Inc.		110,117		1,759,670
Univest Financial Corp.		133,179		2,933,933
US Global Investors, Inc., Class A		48,500		136,770
Velocity Financial, Inc.*+		156,650		2,697,513
Veritex Holdings, Inc.		102,380		2,382,383
Virtus Investment Partners, Inc.		17,232		4,166,008


Industry Company	Shares		Value



Financials (continued)
WaFd, Inc.		200,000	$	6,592,000
Washington Trust Bancorp, Inc.		45,000		1,457,100
Waterstone Financial, Inc.		47,000		667,400
WesBanco, Inc.		134,000		4,203,580
Western New England Bancorp, Inc.		67,500		607,500
Westwood Holdings Group, Inc.		26,452		332,502
World Acceptance Corp.*		20,100		2,623,653


				437,239,482

Health Care - 3.40%
AdaptHealth Corp.*		505,000		3,681,450
American Shared Hospital Services*		8,500		20,225
Assertio Holdings, Inc.*		298,600		319,502
Avanos Medical, Inc.*		158,417		3,553,293
Bioventus, Inc., Class A*		225,000		1,185,750
CareCloud, Inc.*		29,200		44,384
Carisma Therapeutics, Inc.+		154,900		453,857
Cross Country Healthcare, Inc.*		157,500		3,565,800
Enhabit, Inc.*		127,800		1,322,730
FONAR Corp.*		16,500		322,740
Fulgent Genetics, Inc.*		52,708		1,523,788
Great Elm Group, Inc.*		4,500		8,730
Innoviva, Inc.*+		289,190		4,638,608
Multiplan Corp.*		3,195,200		4,601,088
Ocuphire Pharma, Inc.*		40,000		120,400
OraSure Technologies, Inc.*		200,000		1,640,000
Owens & Minor, Inc.*		253,600		4,886,872
Pediatrix Medical Group, Inc.*		265,000		2,464,500
ProPhase Labs, Inc.*+		5,000		22,600
SCYNEXIS, Inc.*		91,900		204,937
Vanda Pharmaceuticals, Inc.*		175,100		738,922
Vir Biotechnology, Inc.*		295,200		2,969,712
Voyager Therapeutics, Inc.*		138,000		1,164,720
XBiotech, Inc.*		20,000		80,000
Zymeworks, Inc.*		406,900		4,227,691


				43,762,299

Industrials - 13.84%
ACCO Brands Corp.		481,300		2,926,304
Air Transport Services Group, Inc.*		197,500		3,477,975
Allegiant Travel Co.+		85,200		7,038,372

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Industrials (continued)
American Woodmark Corp.*		93,400	$	8,672,190
ARC Document Solutions, Inc.		301,700		989,576
ArcBest Corp.		69,500		8,354,595
Avalon Holdings Corp., Class A*		16,900		40,391
AZZ, Inc.		59,600		3,462,164
BlueLinx Holdings, Inc.*		45,000		5,098,950
BrightView Holdings, Inc.*		454,500		3,826,890
Caesarstone, Ltd.*		68,500		256,190
CBAK Energy Technology, Inc.*		360,000		378,000
Civeo Corp.		77,255		1,765,277
Commercial Vehicle Group, Inc.*		93,600		656,136
CompX International, Inc.		1,000		25,280
Concrete Pumping Holdings, Inc.*		313,000		2,566,600
Conduent, Inc.*		784,200		2,862,330
Costamare, Inc.		545,400		5,677,614
Covenant Logistics Group, Inc.		85,400		3,931,816
Daseke, Inc.*		43,000		348,300
Deluxe Corp.		187,000		4,011,150
Eagle Bulk Shipping, Inc.+		68,600		3,800,440
Eastern Co. (The)		19,601		431,222
Enviri Corp.*		352,580		3,173,220
Genco Shipping & Trading, Ltd.		230,900		3,830,631
Golden Ocean Group, Ltd.+		738,400		7,206,784
Greenbrier Cos., Inc. (The)		151,500		6,693,270
Heartland Express, Inc.		165,000		2,352,900
Heidrick & Struggles International, Inc.		67,500		1,993,275
Hurco Cos., Inc.		19,560		421,127
JELD-WEN Holding, Inc.*		381,200		7,197,056
JetBlue Airways Corp.*+		800,000		4,440,000
Kaman Corp.		33,300		797,535
Kelly Services, Inc., Class A		139,383		3,013,460
Limbach Holdings, Inc.*		3,000		136,410
LS Starrett Co. (The), Class A*		14,232		172,207
Manitowoc Co., Inc. (The)*		146,550		2,445,919
Matthews International Corp., Class A		109,000		3,994,850
Mayville Engineering Co., Inc.*		97,810		1,410,420
Mistras Group, Inc.*		137,050		1,003,206
NL Industries, Inc.		66,962		375,657


Industry Company	Shares		Value



Industrials (continued)
NN, Inc.*		137,500	$	550,000
Northwest Pipe Co.*		50,000		1,513,000
Orion Group Holdings, Inc.*		65,422		323,185
PAM Transportation Services, Inc.*		94,220		1,957,892
Pangaea Logistics Solutions, Ltd.		296,300		2,441,512
Park-Ohio Holdings Corp.		5,100		137,496
Perma-Pipe International Holdings, Inc.*		14,000		109,060
Preformed Line Products Co.		11,100		1,485,846
Proto Labs, Inc.*		54,800		2,135,008
Quad/Graphics, Inc.*		281,500		1,525,730
Quanex Building Products Corp.		126,700		3,873,219
Radiant Logistics, Inc.*		175,000		1,162,000
Resources Connection, Inc.		120,000		1,700,400
REV Group, Inc.		125,000		2,271,250
Rush Enterprises, Inc., Class B		23,600		1,250,328
Safe Bulkers, Inc.		542,100		2,130,453
Servotronics, Inc.*		1,500		18,750
SIFCO Industries, Inc.*		6,500		29,510
SkyWest, Inc.*		186,000		9,709,200
StarTek, Inc.*		174,900		771,309
Steelcase, Inc., Class A		345,000		4,664,400
Sun Country Airlines Holdings, Inc.*		148,800		2,340,624
Titan International, Inc.*		183,500		2,730,480
Titan Machinery, Inc.*		85,100		2,457,688
TrueBlue, Inc.*		79,550		1,220,297
Tutor Perini Corp.*		225,000		2,047,500
Universal Logistics Holdings, Inc.		115,189		3,227,596
V2X, Inc.*		35,000		1,625,400
Willis Lease Finance Corp.*		35,400		1,730,352


				178,395,174

Information Technology - 4.07%
Adeia, Inc.		481,800		5,969,502
Alpha & Omega Semiconductor, Ltd.*		109,544		2,854,717
AXT, Inc.*		125,000		300,000
Benchmark Electronics, Inc.		24,000		663,360
Cleanspark, Inc.*+		275,000		3,033,250


bridgewayfunds.com		51


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

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Information Technology (continued)
Comtech Telecommunications Corp.		91,200	$	768,816
E2open Parent Holdings, Inc.*+		769,600		3,378,544
Eastman Kodak Co.*		253,000		986,700
Ebix, Inc.		21,400		22,256
Magnachip Semiconductor Corp.*		130,000		975,000
Methode Electronics, Inc.		111,000		2,523,030
NetScout Systems, Inc.*		202,400		4,442,680
Photronics, Inc.*		206,050		6,463,788
Richardson Electronics, Ltd.		15,000		200,250
ScanSource, Inc.*		50,000		1,980,500
Taitron Components, Inc., Class A		10,000		34,900
Trio-Tech International*		21,800		110,526
TTM Technologies, Inc.*		490,653		7,757,224
WidePoint Corp.*		11,000		25,520
Xerox Holdings Corp.		542,500		9,944,025


				52,434,588

Materials - 6.70%
AdvanSix, Inc.		145,700		4,365,172
Alto Ingredients, Inc.*		252,000		670,320
Ascent Industries Co.*		39,525		377,859
Caledonia Mining Corp. PLC		9,200		112,240
Century Aluminum Co.*+		322,300		3,912,722
Clearwater Paper Corp.*		91,650		3,310,398
Core Molding Technologies, Inc.*		37,900		702,287
Friedman Industries, Inc.		11,500		177,790
Intrepid Potash, Inc.*+		59,856		1,429,960
Koppers Holdings, Inc.		80,100		4,102,722
Kronos Worldwide, Inc.		233,600		2,321,984
Mativ Holdings, Inc.		165,000		2,526,150
Mercer International, Inc.		276,150		2,617,902
Olympic Steel, Inc.		67,267		4,486,709
Pactiv Evergreen, Inc.		712,643		9,770,335
Ramaco Resources, Inc., Class A		91,400		1,570,252
Ranpak Holdings Corp.*		248,000		1,443,360
Rayonier Advanced Materials, Inc.*		96,091		389,169
Ryerson Holding Corp.		177,800		6,166,104
Schnitzer Steel Industries, Inc., Class A		124,900		3,766,984
SunCoke Energy, Inc.		497,700		5,345,298
TimkenSteel Corp.*		259,000		6,073,550


Industry Company	Shares		Value



Materials (continued)
Tronox Holdings PLC		673,000	$	9,529,680
Universal Stainless & Alloy
Products, Inc.*		40,000		803,200
Valhi, Inc.+		96,527		1,466,245
Warrior Met Coal, Inc.		146,992		8,962,102


				86,400,494

Real Estate - 2.34%
AMREP Corp.*		52,000		1,142,440
Anywhere Real Estate, Inc.*		457,800		3,712,758
Forestar Group, Inc.*		209,800		6,938,086
Newmark Group, Inc., Class A		705,000		7,726,800
Opendoor Technologies, Inc.*		2,100,000		9,408,000
RE/MAX Holdings, Inc., Class A		91,400		1,218,362
Transcontinental Realty Investors, Inc.*		1,400		48,384


				30,194,830


TOTAL COMMON STOCKS - 99.42%				1,281,384,463

(Cost $966,128,001)

PREFERRED STOCK - 0.00%
Air T Funding, 8.00%+		221		3,690


TOTAL PREFERRED STOCK - 0.00%				3,690

(Cost $4,597)



RIGHTS - 0.01%
Pineapple Holdings, Inc., CVR*Δ#+++					5,000		3,300
Resolute Forest Products, Inc., CVR, expiring 12/31/49*Δ#					335,500		97,295


TOTAL RIGHTS - 0.01%							100,595

(Cost $ – )

	Rate^			Shares		Value

MONEY MARKET FUND - 0.00%
Fidelity Investments Money Market Government Portfolio Class I		5.25	%		720		720


TOTAL MONEY MARKET FUND - 0.00%							720

(Cost $720)


52		Semi-Annual Report \| December 31, 2023 (Unaudited)


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

Showing percentage of net assets as of December 31, 2023



	Rate^			Shares		Value

INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.04%
Dreyfus Institutional Preferred Government Money Market Fund**		5.32	%		13,381,173	$	13,381,173


TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.04%							13,381,173

(Cost $13,381,173)

TOTAL INVESTMENTS - 100.47%						$	1,294,870,641
(Cost $979,514,491)

Liabilities in Excess of Other Assets - (0.47%)							(6,074,452)

NET ASSETS - 100.00%						$	1,288,796,189

*	Non-income producing security.

+	This security or a portion of the security is out on loan as of December 31, 2023. Total loaned securities had a value of $42,586,663 as of December 31, 2023. See Note 2 for disclosure of cash and non-cash collateral.

#	Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $143,095, which is 0.01% of total net assets.

Δ	Security was fair valued using significant unobservable inputs.

As such, the security is classified as Level 3 in the fair value hierarchy.

+++

No stated maturity date.

^	Rate disclosed as of December 31, 2023.

**	This security represents the investment of the cash collateral received in connection with securities out on loan as of December 31, 2023.

CVR - Contingent Value Right

PLC - Public Limited Company


bridgewayfunds.com		53


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

Summary of inputs used to value the Fund’s investments as of 12/31/2023:

Valuation Inputs

Investment in Securities (Value)

Level 1

Quoted

Prices

Level 2
Significant
Observable
Inputs

Level 3
Significant
Unobservable
Inputs

Total

Common Stocks

Communication Services

$61,543,489

$–

$42,500

$61,585,989

Other Industries (a)

1,219,798,474

–

1,219,798,474

Total Common Stocks

1,281,341,963

–

42,500

1,281,384,463

Preferred Stock

3,690

–

3,690

Rights

–

100,595

Money Market Fund

720

–

720

Investments Purchased With Cash Proceeds From Securities

Lending

13,381,173

–

13,381,173

TOTAL

$1,294,727,546

$–

$143,095

$1,294,870,641

(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)

	Common Stocks		Rights		Total


Balance as of 06/30/2023	$	–	$	97,295	$	97,295
Purchases/Issuances		278,500		–		278,500
Sales/Expirations		–		–		–
Return of Capital		–		–		–
Realized Gain/(Loss)		–		–		–
Change in unrealized Appreciation/(Depreciation)		(236,000)		3,300		(232,700)
Transfers in		–		–		–
Transfers out		–		–		–

Balance as of 12/31/2023	$	42,500	$	100,595	$	143,095

Net change in unrealized Appreciation/(Depreciation) from investments held as of 12/31/2023	$	(236,000)	$	3,300	$	(232,700)

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)


Managed Volatility Fund
MANAGER’S COMMENTARY (Unaudited)

December 31, 2023

Dear Fellow Managed Volatility Fund Shareholder,

For the quarter ended December 31, 2023, our Fund returned +4.56%, underperforming our primary market benchmark, the S&P 500 Index (+11.69%). The Fund performed in line with its design during the quarter.

For the calendar year, our Fund returned +11.11%, underperforming the S&P 500 Index (+26.29%).

The table below presents our December quarter, six months, one-year, five-year, 10-year, 15-year, and inception-to-date financial results.

Standardized Returns as of December 31, 2023


							Annualized
	Quarter			6 Months			1 Year			5 Years			10 Years			15 Years			Since Inception (6/30/01)

Managed Volatility Fund		4.56	%		4.31	%		11.11	%		7.11	%		4.76	%		5.51	%		4.37	%
S&P 500 Index		11.69	%		8.04	%		26.29	%		15.69	%		12.03	%		13.97	%		8.31	%


bridgewayfunds.com		55


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

Growth of a $10,000 Investment

from Inception June 30, 2001 to December 31, 2023

LOGO

Detailed Explanation of Quarterly Performance

For the quarter, the Managed Volatility Fund returned 4.56%, capturing 39% of the S&P 500 Index’s return. The Fund’s return capture is in line with the Fund’s objective of providing short-term risk less than or equal to 40% of the stock market. The Fund had an annualized standard deviation of 1.38% during the quarter, which was 70% lower than the S&P 500’s annualized standard deviation of 4.61% during the same period.

The portfolio’s options component detracted from quarterly results, returning approximately -1.2%. However, all other portfolio components added to the Fund’s results. The portfolio’s equities component provided the largest contribution, returning approximately 5%. The portfolio’s futures and fixed income components returned approximately 0.4% and 0.3%, respectively.

Detailed Explanation of Calendar Year Performance

For the 12-month period, the Managed Volatility Fund returned 11.11%, capturing 42% of the S&P 500 Index’s return. The Fund had an annualized standard deviation of 5.04% during the year, which was 64% lower than the S&P 500’s annualized standard deviation of 14.11% during the same period.

The portfolio’s options component detracted from the Fund’s results, returning approximately -1.8%. All other portfolio components added to results during the year. The portfolio’s equities component made the largest contribution with a return of roughly 11%. The portfolio’s fixed income component returned roughly 1.1%, while the portfolio’s futures component returned 0.7%.

The Fund continues to perform as designed, particularly over longer time horizons. For the past 10 years and since inception, the Fund has captured roughly 40% and 53%, respectively, of the S&P 500’s return. The Fund’s annualized standard deviation has been about 59% lower than the index’s for the last 10 years, and about 57% lower since inception.

Semi-Annual Report | December 31, 2023 (Unaudited)


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

Top Ten Holdings as of December 31, 2023


Rank	Description	Industry	% of Net Assets
1	Apple, Inc.	Information Technology	3.7%
2	Microsoft Corp.	Information Technology	3.5%
3	Amazon.com, Inc.	Consumer Discretionary	2.4%
4	Alphabet, Inc., Class C	Communication Services	1.8%
5	Alphabet, Inc., Class A	Communication Services	1.8%
6	McDonald’s Corp.	Consumer Discretionary	1.7%
7	Marathon Petroleum Corp.	Energy	1.7%
8	Occidental Petroleum Corp.	Energy	1.4%
9	PepsiCo, Inc.	Consumer Staples	1.3%
10	Expedia Group, Inc.	Consumer Discretionary	1.2%

	Total		20.5%

Industry Sector Representation as of December 31, 2023


Asset Type		% of Net Assets
Common Stock		59.0%
Communication Services		5.5%
Consumer Discretionary		7.5%
Consumer Staples		4.2%
Energy		7.5%
Financials		6.3%
Health Care		6.4%
Industrials		3.5%
Information Technology		15.0%
Materials		1.6%
Real Estate		0.8%
Utilities		0.7%
U.S. Government Obligations		32.4%
Call Options Written		-1.1%
Put Options Written		-0.8%
Money Market Fund		7.6%
Cash & Other Assets		2.9%
Total		100%

Important Disclosure


bridgewayfunds.com		57


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

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

Semi-Annual Report | December 31, 2023 (Unaudited)


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

COMMON STOCKS - 59.02%

Communication Services - 5.49%
Alphabet, Inc., Class A*#		3,900	$	544,791
Alphabet, Inc., Class C*#		4,000		563,720
AT&T, Inc.		1,740		29,197
Comcast Corp., Class A		600		26,310
Electronic Arts, Inc.#		1,900		259,939
Meta Platforms, Inc., Class A*#		400		141,584
Omnicom Group, Inc.		400		34,604
Verizon Communications, Inc.		900		33,930
Walt Disney Co. (The)		565		51,014
Warner Bros Discovery, Inc.*		366		4,165


				1,689,254

Consumer Discretionary - 7.47%
Amazon.com, Inc.*#		4,800		729,312
AutoZone, Inc.*		100		258,561
eBay, Inc.		500		21,810
Expedia Group, Inc.*#		2,500		379,475
Ford Motor Co.		875		10,666
General Motors Co.		700		25,144
McDonald’s Corp.#		1,800		533,718
NIKE, Inc., Class B		400		43,428
Ross Stores, Inc.		500		69,195
Starbucks Corp.		400		38,404
Tesla, Inc.*		600		149,088
Yum! Brands, Inc.		300		39,198


				2,297,999

Consumer Staples - 4.25%
Archer-Daniels-Midland Co.		400		28,888
Coca-Cola Co. (The)		1,700		100,181
Colgate-Palmolive Co.		400		31,884
Constellation Brands, Inc., Class A#		400		96,700
Costco Wholesale Corp.		300		198,024
Dollar General Corp.		300		40,785
General Mills, Inc.		500		32,570
J M Smucker Co. (The)		200		25,276
Kimberly-Clark Corp.		400		48,604
Kroger Co. (The)		800		36,568
Lamb Weston Holdings, Inc.#		300		32,427
Mondelez International, Inc., Class A		700		50,701
PepsiCo, Inc.#		2,300		390,632
Procter & Gamble Co. (The)		600		87,924
Target Corp.		300		42,726


Industry Company	Shares		Value

Consumer Staples (continued)
Walmart, Inc.#		400	$	63,060


				1,306,950

Energy - 7.48%
APA Corp.#		7,000		251,160
Cheniere Energy, Inc.#		2,000		341,420
Chevron Corp.#		678		101,130
ConocoPhillips		587		68,133
EOG Resources, Inc.		500		60,475
Exxon Mobil Corp.#		900		89,982
Kinder Morgan, Inc.		400		7,056
Marathon Petroleum Corp.#		3,500		519,260
Occidental Petroleum Corp.#		7,260		433,495
Phillips 66		593		78,952
Pioneer Natural Resources Co.		25		5,622
Schlumberger NV		600		31,224
Valero Energy Corp.#		2,400		312,000


				2,299,909

Financials - 6.30%
American Express Co.#		300		56,202
Aon PLC, Class A		200		58,204
Bank of America Corp.		1,700		57,239
Berkshire Hathaway, Inc., Class B*#		710		253,229
BlackRock, Inc.		100		81,180
Capital One Financial Corp.#		200		26,224
Charles Schwab Corp. (The)		800		55,040
Chubb, Ltd.		261		58,986
Citigroup, Inc.		810		41,666
CME Group, Inc.#		600		126,360
Comerica, Inc.		300		16,743
Goldman Sachs Group, Inc. (The)		200		77,154
Huntington Bancshares, Inc.		400		5,088
JPMorgan Chase & Co.		1,000		170,100
KeyCorp.		400		5,760
Marsh & McLennan Cos., Inc.		400		75,788
Mastercard, Inc., Class A#		400		170,604
Morgan Stanley		800		74,600
PayPal Holdings, Inc.*		400		24,564
PNC Financial Services Group, Inc. (The)		200		30,970
Progressive Corp. (The)		320		50,969


bridgewayfunds.com		59


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company	Shares		Value

Common Stocks (continued)

Financials (continued)
S&P Global, Inc.		200	$	88,104
T Rowe Price Group, Inc.		100		10,769
Truist Financial Corp.		300		11,076
U.S. Bancorp		1,900		82,232
Visa, Inc., Class A#		600		156,210
Wells Fargo & Co.		1,471		72,403


				1,937,464

Health Care - 6.36%
Abbott Laboratories		700		77,049
AbbVie, Inc.#		1,559		241,598
Amgen, Inc.#		500		144,010
Baxter International, Inc.		300		11,598
Becton Dickinson & Co.		173		42,183
Biogen, Inc.*		200		51,754
Bristol-Myers Squibb Co.		879		45,101
Cigna Group (The)		299		89,535
CVS Health Corp.		400		31,584
Danaher Corp.		200		46,268
DaVita, Inc.*#		900		94,284
Elevance Health, Inc.		200		94,312
Embecta Corp.		34		644
Exact Sciences Corp.*#		200		14,796
Gilead Sciences, Inc.		400		32,404
Johnson & Johnson		800		125,392
Medtronic PLC		200		16,476
Merck & Co., Inc.		1,600		174,432
Pfizer, Inc.		1,700		48,943
Stryker Corp.		160		47,914
Thermo Fisher Scientific, Inc.#		300		159,237
UnitedHealth Group, Inc.#		700		368,529


				1,958,043

Industrials - 3.48%
3M Co.		500		54,660
Automatic Data Processing, Inc.#		50		11,648
Carrier Global Corp.		540		31,023
Emerson Electric Co.		400		38,932
FedEx Corp.#		600		151,782
Honeywell International, Inc.		600		125,826
Ingersoll Rand, Inc.		16		1,237
Johnson Controls International PLC		454		26,169
L3Harris Technologies, Inc.		100		21,062
Lockheed Martin Corp.		270		122,375
Northrop Grumman Corp.#		200		93,628


Industry Company	Shares		Value

Industrials (continued)
Otis Worldwide Corp.		270	$	24,157
RTX Corp.		1,240		104,334
Trane Technologies PLC		200		48,780
Union Pacific Corp.		300		73,686
United Parcel Service, Inc., Class B		300		47,169
Veralto Corp.		66		5,429
Waste Management, Inc.		500		89,550


				1,071,447

Information Technology - 15.03%
Accenture PLC, Class A		200		70,182
Adobe, Inc.*#		500		298,300
Analog Devices, Inc.		200		39,712
Apple, Inc.#		5,900		1,135,927
Applied Materials, Inc.#		1,100		178,277
Broadcom, Inc.		210		234,413
Cisco Systems, Inc.		2,000		101,040
Cognizant Technology Solutions Corp., Class A#		700		52,871
Dropbox, Inc., Class A*#		4,000		117,920
HP, Inc.		2,000		60,180
Intel Corp.		1,400		70,350
International Business Machines Corp.		200		32,710
Intuit, Inc.		200		125,006
Juniper Networks, Inc.		600		17,688
Micron Technology, Inc.#		2,100		179,214
Microsoft Corp.#		2,900		1,090,516
NVIDIA Corp.#		500		247,610
Oracle Corp.		860		90,670
QUALCOMM, Inc.#		1,500		216,945
Salesforce, Inc.*#		700		184,198
Texas Instruments, Inc.		470		80,116


				4,623,845

Materials - 1.57%
Corteva, Inc.		33		1,581
Dow, Inc.		333		18,262
DuPont de Nemours, Inc.		400		30,772
Ecolab, Inc.		200		39,670
Freeport-McMoRan, Inc.		1,600		68,112
Linde PLC		200		82,142
Nucor Corp.#		200		34,808
Sherwin-Williams Co. (The)		100		31,190
Steel Dynamics, Inc.#		1,500		177,150


				483,687

Semi-Annual Report | December 31, 2023 (Unaudited)


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Industry Company			Shares		Value

Common Stocks (continued)

Real Estate - 0.83%
American Tower Corp.				300	$	64,764
Crown Castle, Inc.				500		57,595
Equinix, Inc.				40		32,216
Prologis, Inc.				250		33,325
Public Storage				100		30,500
SBA Communications Corp.				50		12,684
Welltower, Inc.				200		18,034
Weyerhaeuser Co.				200		6,954


						256,072

Utilities - 0.76%
American Electric Power Co., Inc.				400		32,488
Dominion Energy, Inc.				420		19,740
Duke Energy Corp.				383		37,166
NextEra Energy, Inc.				1,300		78,962
Sempra				660		49,322
Xcel Energy, Inc.				240		14,859


						232,537


TOTAL COMMON STOCKS - 59.02%						18,157,207

(Cost $9,107,007)

Due Date	Discount Rate or Coupon Rate(a)		Principal Amount		Value

U.S. GOVERNMENT OBLIGATIONS - 32.41%

U.S. Treasury Bills - 32.41%
01/04/2024		5.418%	$	4,000,000		3,998,837
02/08/2024		5.357%		3,000,000		2,983,753
02/22/2024		5.340%		1,000,000		992,566
01/25/2024		5.382%		2,000,000		1,993,263


TOTAL U.S. GOVERNMENT OBLIGATIONS - 32.41%						9,968,419

(Cost $9,966,790)

	Rate^		Shares		Value

MONEY MARKET FUND - 7.55%
Fidelity Investments Money
Market Government
Portfolio Class I		5.25%		2,323,878		2,323,878


TOTAL MONEY MARKET FUND - 7.55%						2,323,878

(Cost $2,323,878)

TOTAL INVESTMENTS BEFORE OPTIONS WRITTEN - 98.98%						30,449,504

(Cost $21,397,675)


	Value

WRITTEN OPTIONS - (1.87%)

TOTAL WRITTEN OPTIONS - (1.87%)	$	(575,967)

(Premiums Received $(603,506))

TOTAL INVESTMENTS - 97.11%	$	29,873,537
(Cost $20,794,169)

Other Assets in Excess of Liabilities - 2.89%		888,278


NET ASSETS - 100.00%	$	30,761,815

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

*	Non-income producing security.

(a)

Rate represents the annualized effective yield at purchase.

^	Rate disclosed as of December 31, 2023.

PLC

- Public Limited Company


bridgewayfunds.com		61


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Description	Number of Contracts		Notional Amount				Exercise Price			Expiration Date		Value

EXCHANGE TRADED PUT OPTIONS WRITTEN - (0.76%)

Adobe, Inc.		6		$	(357,960	)		$	620.00		02/16/24		$	(19,992	)

Akamai Technologies, Inc.		25			(295,875	)			115.00		02/16/24			(6,500	)

Amazon.com, Inc.		40			(607,760	)			150.00		03/15/24			(27,000	)

American Express Co.		15			(281,010	)			180.00		03/15/24			(6,300	)

Automatic Data Processing, Inc.		10			(232,970	)			220.00		02/16/24			(2,860	)

Berkshire Hathaway, Inc., Class B		10			(356,660	)			360.00		03/15/24			(8,600	)

Boston Scientific Corp.		10			(57,810	)			55.00		02/16/24			(750	)

Capital One Financial Corp.		25			(327,800	)			130.00		02/16/24			(12,425	)

CF Industries Holdings, Inc.		30			(238,500	)			82.50		01/19/24			(10,950	)

CME Group, Inc.		5			(105,300	)			210.00		03/15/24			(3,400	)

CME Group, Inc.		5			(105,300	)			220.00		03/15/24			(6,000	)

DaVita, Inc.		15			(157,140	)			100.00		01/19/24			(1,800	)

EQT Corp.		55			(212,630	)			43.00		01/19/24			(26,400	)

GoDaddy, Inc., Class A		25			(265,400	)			105.00		03/15/24			(10,000	)

Meta Platforms, Inc., Class A		9			(318,564	)			335.00		03/15/24			(12,087	)

Meta Platforms, Inc., Class A		4			(141,584	)			345.00		03/15/24			(6,760	)

Microsoft Corp.		8			(300,832	)			365.00		03/15/24			(8,352	)

Nucor Corp.		18			(313,272	)			165.00		02/16/24			(5,634	)

NVIDIA Corp.		3			(148,566	)			470.00		02/16/24			(3,930	)

NVIDIA Corp.		1			(49,522	)			460.00		02/16/24			(1,004	)

Ovintiv, Inc.		10			(43,920	)			47.00		01/19/24			(4,400	)

Range Resources Corp.		40			(121,760	)			31.00		01/19/24			(4,720	)

T-Mobile US, Inc.		10			(160,330	)			155.00		02/16/24			(2,410	)

United Airlines Holdings, Inc.		45			(185,670	)			40.00		03/15/24			(9,405	)

Vertiv Holdings Co., Class A		70			(336,210	)			47.50		03/15/24			(28,000	)

Walmart, Inc.		23			(362,595	)			150.00		03/15/24			(4,784	)


Total Exchange Traded Put Options Written (Premiums Received $ (262,430))													$	(234,463	)

Semi-Annual Report | December 31, 2023 (Unaudited)


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Showing percentage of net assets as of December 31, 2023


Description	Number of Contracts		Notional Amount				Exercise Price			Expiration Date		Value

EXCHANGE TRADED CALL OPTIONS WRITTEN - (1.11%)

AbbVie, Inc.		6		$	(92,982	)		$	145.00		02/16/24		$	(6,390)

Adobe, Inc.		2			(119,320	)			600.00		03/15/24			(6,820)

Alphabet, Inc., Class A		20			(279,380	)			135.00		02/16/24			(18,200)

Alphabet, Inc., Class C		10			(140,930	)			140.00		03/15/24			(8,250)

Alphabet, Inc., Class C		3			(42,279	)			145.00		03/15/24			(1,725)

Amazon.com, Inc.		18			(273,492	)			145.00		02/16/24			(21,510)

Amgen, Inc.		2			(57,604	)			285.00		02/16/24			(2,284)

APA Corp.		70			(251,160	)			35.00		01/19/24			(11,200)

Apple, Inc.		25			(481,325	)			190.00		02/16/24			(20,000)

Applied Materials, Inc.		4			(64,828	)			155.00		03/15/24			(5,800)

Berkshire Hathaway, Inc., Class B		2			(71,332	)			350.00		01/19/24			(1,940)

Cheniere Energy, Inc.		20			(341,420	)			180.00		03/15/24			(8,800)

Chevron Corp.		3			(44,748	)			145.00		01/19/24			(1,770)

CME Group, Inc.		6			(126,360	)			220.00		03/15/24			(2,160)

Cognizant Technology Solutions Corp., Class A		3			(22,659	)			75.00		02/16/24			(960)

Constellation Brands, Inc., Class A		2			(48,350	)			240.00		01/19/24			(1,480)

DaVita, Inc.		8			(83,808	)			105.00		01/19/24			(2,400)

Dropbox, Inc., Class A		40			(117,920	)			27.00		01/19/24			(10,800)

Electronic Arts, Inc.		19			(259,939	)			140.00		03/15/24			(8,550)

Exact Sciences Corp.		2			(14,796	)			65.00		01/19/24			(1,940)

Expedia Group, Inc.		25			(379,475	)			150.00		03/15/24			(31,125)

Exxon Mobil Corp.		3			(29,994	)			105.00		02/16/24			(531)

FedEx Corp.		2			(50,594	)			250.00		03/15/24			(2,504)

Lamb Weston Holdings, Inc.		3			(32,427	)			100.00		01/19/24			(2,925)

Marathon Petroleum Corp.		27			(400,572	)			145.00		01/19/24			(17,064)

Mastercard, Inc., Class A		2			(85,302	)			400.00		01/19/24			(5,650)

McDonald’s Corp.		13			(385,463	)			285.00		03/15/24			(22,282)

Micron Technology, Inc.		7			(59,738	)			87.50		03/15/24			(2,905)

Microsoft Corp.		9			(338,436	)			375.00		02/16/24			(13,995)

Northrop Grumman Corp.		2			(93,628	)			465.00		02/16/24			(3,620)

Nucor Corp.		2			(34,808	)			170.00		02/16/24			(1,968)

NVIDIA Corp.		2			(99,044	)			495.00		03/15/24			(7,694)

Occidental Petroleum Corp.		69			(411,999	)			57.50		02/16/24			(25,530)

PepsiCo, Inc.		16			(271,744	)			165.00		01/19/24			(9,360)

PepsiCo, Inc.		3			(50,952	)			170.00		03/15/24			(1,695)

QUALCOMM, Inc.		6			(86,778	)			145.00		03/15/24			(4,680)

Salesforce, Inc.		3			(78,942	)			260.00		03/15/24			(4,935)

Steel Dynamics, Inc.		15			(177,150	)			115.00		02/16/24			(11,550)

Thermo Fisher Scientific, Inc.		2			(106,158	)			530.00		03/15/24			(5,596)

UnitedHealth Group, Inc.		3			(157,941	)			520.00		03/15/24			(7,536)

Valero Energy Corp.		22			(286,000	)			135.00		03/15/24			(11,220)

Visa, Inc., Class A		2			(52,070	)			250.00		03/15/24			(4,160)


Total Exchange Traded Call Options Written (Premiums Received $(341,076))													$	(341,504)


bridgewayfunds.com		63


Managed Volatility Fund
SCHEDULE OF INVESTMENTS (Unaudited) (continued)

Summary of inputs used to value the Fund’s investments as of 12/31/2023:

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 (a)

$18,157,207

$–

$18,157,207

U.S. Government Obligations

–

9,968,419

–

9,968,419

Money Market Fund

2,323,878

–

2,323,878

TOTAL

$20,481,085

$9,968,419

$–

$30,449,504

Liabilities Table

Valuation Inputs

Investment in Securities (Value)

Level 1

Quoted

Prices

Level 2 Significant

Observable Inputs

Level 3 Significant

Unobservable Inputs

Total

Written Options

$(466,892)

$(109,075)

$–

$(575,967)

TOTAL

$(466,892)

$(109,075)

$–

$(575,967)

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

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)

THIS PAGE INTENTIONALLY LEFT BLANK


bridgewayfunds.com		65


STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2023 (Unaudited)


ASSETS	Aggressive Investors 1		Ultra-Small Company
Investments at value(c)	$	159,046,888	$	92,876,414

Deposit with brokers for options written		–		–

Deposits with brokers for future contracts		–		–

Receivables:

Portfolio securities sold		2,991,187		241,270

Fund shares sold		2,573		–

Dividends and interest		64,653		47,054

Prepaid expenses		21,418		11,978

Total assets		162,126,719		93,176,716

LIABILITIES

Payables:

Portfolio securities purchased		2,534,280		641,928

Fund shares redeemed		8,102		4,625

Due to custodian		–		–

Loan payable		–		–

Payable upon return of securities loaned		438,500		6,198,589

Accrued Liabilities:

Investment adviser fees		22,923		61,723

Administration fees		759		360

Directors’ fees		1,725		1,376

Other		49,928		33,165

Put options written at value		–		–

Call options written at value		–		–

Total liabilities		3,056,217		6,941,766

NET ASSETS	$	159,070,502	$	86,234,950

NET ASSETS REPRESENT

Paid-in capital	$	138,761,594	$	80,458,454

Distributable earnings/(Accumulated losses)		20,308,908		5,776,496

NET ASSETS	$	159,070,502	$	86,234,950

Shares of common stock outstanding of $.001 par value(a)		2,175,991		3,014,707

Net asset value, offering price and redemption price per share	$	73.10	$	28.60

Total investments at cost	$	129,369,479	$	87,892,271

Premiums received on put options written	$	–	$	–

Premiums received on call options written	$	–	$	–

(a)

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

(b)

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

(c)

Includes investments purchased with cash collateral for security lending, see Note 2.

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)


Ultra-Small Company Market			Small-Cap Value		Omni Small-Cap Value		Managed Volatility

$	202,142,106		$	583,156,562	$	1,294,870,641	$	30,449,504

	–			–		–		129,263

	–			–		–		752,502



	804,382			1,040,739		5,311,716		–

	56,955			538,551		4,923,200		–

	154,099			487,808		919,859		29,427

	29,843			67,787		78,740		15,582

	203,187,385			585,291,447		1,306,104,156		31,376,278





	49,430			6,623,422		1,191,786		–

	126,753			690,151		853,545		1

	114,856			–		–		–

	–			–		1,421,000		–

	16,219,579			2,983,605		13,381,173		–



	60,410			314,854		270,169		4,975

	780			2,598		5,973		175

	3,614			7,949		15,250		313

	81,651			122,575		169,071		33,032

	–			–		–		234,463

	–			–		–		341,504

	16,657,073			10,745,154		17,307,967		614,463

$	186,530,312		$	574,546,293	$	1,288,796,189	$	30,761,815



$	196,532,226		$	522,564,711	$	917,678,743	$	21,948,462

	(10,001,914	)		51,981,582		371,117,446		8,813,353

$	186,530,312		$	574,546,293	$	1,288,796,189	$	30,761,815

	16,487,837			14,905,909		67,712,795		1,889,945

$	11.31	(b)	$	38.54	$	19.03	$	16.28

$	183,601,867		$	536,292,086	$	979,514,491	$	21,397,675

$	–		$	–	$	–	$	262,430

$	–		$	–	$	–	$	341,076


bridgewayfunds.com		67


STATEMENTS OF OPERATIONS
Six Months Ended December 31, 2023 (Unaudited)


	Aggressive Investors 1			Ultra-Small Company

INVESTMENT INCOME

Dividends	$	983,411		$	754,299

Less: foreign taxes withheld		(2,258	)		(3,880	)

Interest		19,501			17,150

Securities lending		3,154			104,694

Total Investment Income		1,003,808			872,263

EXPENSES

Investment advisory fees - Base fees		678,128			352,282

Investment advisory fees - Performance adjustment		(576,316	)		–

Administration fees		4,586			2,380

Accounting fees		32,481			29,489

Transfer agent fees		62,159			28,096

Audit fees		8,558			6,986

Legal fees		15,427			8,329

Custody fees		2,363			6,342

Blue sky fees		12,272			6,045

Directors’ and officers’ fees		12,795			7,057

Shareholder servicing fees		37,234			12,886

Reports to shareholders		14,820			10,421

Insurance expenses		7,848			4,346

Miscellaneous expenses		8,085			8,031

Total Expenses		320,440			482,690

Less investment advisory fees waived and other expenses reimbursed		–			–

Net Expenses		320,440			482,690

NET INVESTMENT INCOME		683,368			389,573

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

Realized Gain (Loss) on:

Investments		547,498			447,779

Foreign Currency Transactions		(284	)		–

Written options		–			–

Futures contracts		–			–

Net Realized Gain (Loss)		547,214			447,779

Change in Unrealized Appreciation (Depreciation) on:

Investments		12,623,760			7,307,043

Foreign Currency Translations		66			–

Written options		–			–

Net Change in Unrealized Appreciation (Depreciation)		12,623,826			7,307,043

Net Realized and Unrealized Gain on Investments		13,171,040			7,754,822

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	13,854,408		$	8,144,395

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)


Ultra-Small Company Market		Small-Cap Value			Omni Small-Cap Value			Managed Volatility



$	974,699	$	5,452,506		$	13,150,020		$	181,811

	389		(11,312	)		(8,634	)		–

	24,516		81,285			50,446			321,846

	329,014		27,558			103,364			–

	1,328,618		5,550,037			13,295,196			503,657



	437,227		1,615,883			2,644,424			92,501

	–		66,992			–			–

	5,316		16,379			35,754			940

	39,811		58,386			105,926			26,532

	52,666		104,989			6,794			19,967

	9,185		17,640			29,465			8,334

	18,453		58,355			117,406			3,306

	9,200		7,100			14,267			3,030

	12,649		27,007			32,741			12,002

	16,013		48,835			97,568			2,646

	79,886		235,250			481,582			10,537

	17,156		48,017			42,687			8,366

	10,117		28,326			58,883			1,612

	7,624		30,397			50,043			8,549

	715,303		2,363,556			3,717,540			198,322

	(59,462)		–			(955,586	)		(53,404	)

	655,841		2,363,556			2,761,954			144,918

	672,777		3,186,481			10,533,242			358,739





	(2,846,212)		4,682,108			69,068,688			639,644

	8		–			–			–

	–		–			–			218,527

	–		–			–			(635,499	)

	(2,846,204)		4,682,108			69,068,688			222,672



	15,210,219		40,658,425			138,094,639			820,523

	(34)		–			–			–

	–		–			–			(106,721	)

	15,210,185		40,658,425			138,094,639			713,802

	12,363,981		45,340,533			207,163,327			936,474

$	13,036,758	$	48,527,014		$	217,696,569		$	1,295,213


bridgewayfunds.com		69


STATEMENTS OF CHANGES IN NET ASSETS


	Aggressive Investors 1						Ultra-Small Company

	Six Months Ended			Year Ended			Six Months Ended			Year Ended
	December 31, 2023			June 30, 2023			December 31, 2023			June 30, 2023

	(Unaudited)						(Unaudited)

OPERATIONS

Net investment income (loss)	$	683,368		$	1,792,022		$	389,573		$	(47,737	)

Net realized gain (loss) on investments		547,214			(6,694,951	)		447,779			10,737,492

Net change in unrealized appreciation (depreciation) on investments		12,623,826			29,439,691			7,307,043			(2,700,149	)

Net increase in net assets resulting from operations		13,854,408			24,536,762			8,144,395			7,989,606

DISTRIBUTIONS:

From net investment income and net realized gains		(1,390,323	)		(2,003,138	)		(4,092,359	)		(12,493,631	)

Net decrease in net assets from distributions		(1,390,323	)		(2,003,138	)		(4,092,359	)		(12,493,631	)

SHARE TRANSACTIONS:

Proceeds from sale of shares		1,137,713			1,334,030			73,958			662,893

Reinvestment of distributions		1,332,748			1,909,352			3,893,496			11,514,136

Cost of shares redeemed		(6,756,550	)		(10,394,348	)		(4,179,227	)		(3,765,829	)

Redemption fees		–			–			–			–

Net increase (decrease) in net assets resulting from share transactions		(4,286,089	)		(7,150,966	)		(211,773	)		8,411,200
Net increase (decrease) in net assets		8,177,996			15,382,658			3,840,263			3,907,175

NET ASSETS:

Beginning of period		150,892,506			135,509,848			82,394,687			78,487,512

End of period	$	159,070,502		$	150,892,506		$	86,234,950		$	82,394,687

SHARES ISSUED & REDEEMED

Issued		17,338			21,758			2,733			23,570

Distributions reinvested		18,674			31,285			148,042			455,825

Redeemed		(98,919	)		(166,206	)		(157,647	)		(135,871	)

Net increase (decrease)		(62,907	)		(113,163	)		(6,872	)		343,524

Outstanding at beginning of period		2,238,898			2,352,061			3,021,579			2,678,055

Outstanding at end of period		2,175,991			2,238,898			3,014,707			3,021,579

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)


Ultra-Small Company Market					Small-Cap Value						Omni Small-Cap Value

Six Months Ended		Year Ended			Six Months Ended			Year Ended			Six Months Ended			Year Ended
December 31, 2023		June 30, 2023			December 31, 2023			June 30, 2023			December 31, 2023			June 30, 2023

(Unaudited)					(Unaudited)						(Unaudited)



$	672,777	$	1,680,427		$	3,186,481		$	7,901,047		$	10,533,242		$	22,771,852

	(2,846,204)		(26,363,666	)		4,682,108			13,058,912			69,068,688			105,110,438

	15,210,185		25,013,533			40,658,425			24,242,974			138,094,639			(64,596,869	)

	13,036,758		330,294			48,527,014			45,202,933			217,696,569			63,285,421



	(1,680,449)		(3,941,983	)		(14,696,211	)		(4,893,779	)		(104,233,821	)		(218,697,351	)

	(1,680,449)		(3,941,983	)		(14,696,211	)		(4,893,779	)		(104,233,821	)		(218,697,351	)



	2,978,975		26,230,413			88,467,019			281,484,779			65,488,121			229,039,073

	1,547,171		3,707,860			14,272,088			4,723,622			104,131,268			218,471,046

	(13,973,840)		(31,049,948	)		(108,358,022	)		(202,895,796	)		(114,006,072	)		(331,319,501	)

	17,414		23,911			–			–			–			–

	(9,430,280)		(1,087,764	)		(5,618,915	)		83,312,605			55,613,317			116,190,618

	1,926,029		(4,699,453	)		28,211,888			123,621,759			169,076,065			(39,221,312	)



	184,604,283		189,303,736			546,334,405			422,712,646			1,119,720,124			1,158,941,436

$	186,530,312	$	184,604,283		$	574,546,293		$	546,334,405		$	1,288,796,189		$	1,119,720,124



	294,630		2,486,450			2,432,789			7,883,750			3,623,750			12,341,533

	149,775		368,209			388,991			135,736			5,765,851			12,505,498

	(1,370,068)		(2,913,014	)		(3,030,845	)		(5,797,264	)		(6,288,548	)		(17,739,796	)

	(925,663)		(58,355	)		(209,065	)		2,222,222			3,101,053			7,107,235

	17,413,500		17,471,855			15,114,974			12,892,752			64,611,742			57,504,507

	16,487,837		17,413,500			14,905,909			15,114,974			67,712,795			64,611,742


bridgewayfunds.com		71


STATEMENT OF CHANGES IN NET ASETS (continued)


	Managed Volatility

	Six Months Ended			Year Ended
	December 31, 2023			June 30, 2023

	(Unaudited)

OPERATIONS

Net investment income	$	358,739		$	474,184
Net realized gain on investments		222,672			879,193

Net change in unrealized appreciation (depreciation) on investments		713,802			1,997,142

Net increase in net assets resulting from operations		1,295,213			3,350,519

DISTRIBUTIONS:

From net investment income and net realized gains		(1,670,716	)		(1,771,090	)

Net decrease in net assets from distributions		(1,670,716	)		(1,771,090	)

SHARE TRANSACTIONS:

Proceeds from sale of shares		1,090,041			2,541,769

Reinvestment of distributions		1,652,130			1,663,038

Cost of shares redeemed		(2,340,985	)		(3,687,157	)

Net increase in net assets resulting from share transactions		401,186			517,650
Net increase in net assets		25,683			2,097,079

NET ASSETS:

Beginning of period		30,736,132			28,639,053

End of period	$	30,761,815		$	30,736,132

SHARES ISSUED & REDEEMED

Issued		65,543			158,492

Distributions reinvested		102,173			107,086

Redeemed		(141,076	)		(231,144	)

Net increase		26,640			34,434

Outstanding at beginning of period		1,863,305			1,828,871

Outstanding at end of period		1,889,945			1,863,305

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)


FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

AGGRESSIVE INVESTORS 1


	For the Six Months Ended 12/31/23 (Unaudited)	Year Ended June 30
	For the Six Months Ended 12/31/23 (Unaudited)	2023	2022	2021	2020	2019

Net Asset Value, Beginning of Period	$67.40	$57.61	$82.61	$56.59	$62.01	$74.05


Income from Investment Operations:

Net Investment Income(a)	0.31	0.78	0.69	0.86	0.61	0.98

Net Realized and Unrealized Gain (Loss)	6.03	9.88	(18.56)	25.88	(5.21)	(6.93)


Total from Investment Operations	6.34	10.66	(17.87)	26.74	(4.60)	(5.95)


Less Distributions to Shareholders from:

Net Investment Income	(0.64)	(0.87)	(0.83)	(0.72)	(0.82)	(1.21)

Net Realized Gain	–	–	(6.30)	–	–	(4.88)


Total Distributions	(0.64)	(0.87)	(7.13)	(0.72)	(0.82)	(6.09)



Net Asset Value, End of Period	$73.10	$67.40	$57.61	$82.61	$56.59	$62.01


Total Return	9.43%(b)	18.66%	(23.81%)	47.48%	(7.53%)	(6.67%)

Ratios and Supplemental Data:

Net Assets, End of Period (in 000’s)	$159,071	$150,893	$135,510	$190,248	$142,728	$181,367

Expenses Before Waivers and Reimbursements(c)	0.43%(d)	0.32%	0.39%	0.34%	0.28%	0.35%

Expenses After Waivers and Reimbursements	0.43%(d)	0.32%	0.39%	0.34%	0.28%	0.35%

Net Investment Income After Waivers and Reimbursements	0.91%(d)	1.25%	0.90%	1.22%	1.04%	1.52%

Portfolio Turnover Rate	39%(b)	81%	64%	88%	125%	102%

(a)

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

(b)

Not annualized.

(c)

Expense ratios are significantly lower than in other past periods, 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.

(d)

Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com


FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY


	For the Six Months Ended 12/31/23 (Unaudited)	Year Ended June 30
	For the Six Months Ended 12/31/23 (Unaudited)	2023	2022	2021	2020	2019

Net Asset Value, Beginning of Period	$27.27	$29.31	$46.46	$22.06	$24.16	$32.13


Income from Investment Operations:

Net Investment Income (Loss)(a)	0.13	(0.02)	0.19	0.16	(0.02)	0.28

Net Realized and Unrealized Gain (Loss)	2.62	2.69	(9.11)	24.24	(1.80)	(5.14)


Total from Investment Operations	2.75	2.67	(8.92)	24.40	(1.82)	(4.86)


Less Distributions to Shareholders from:

Net Investment Income	–	–	(0.24)	–	(0.28)	(0.01)

Net Realized Gain	(1.42)	(4.71)	(7.99)	–	–	(3.10)


Total Distributions	(1.42)	(4.71)	(8.23)	–	(0.28)	(3.11)



Net Asset Value, End of Period	$28.60	$27.27	$29.31	$46.46(b)	$22.06	$24.16


Total Return	10.55%(c)	10.37%	(21.04%)	110.61%	(7.63%)	(14.48%)

Ratios and Supplemental Data:

Net Assets, End of Period (in 000’s)	$86,235	$82,395	$78,488	$109,592	$57,511	$74,005

Expenses Before Waivers and Reimbursements	1.23%(d)	1.20%	1.15%	1.19%	1.32%	1.21%

Expenses After Waivers and Reimbursements	1.23%(d)	1.20%	1.15%	1.19%	1.32%	1.21%

Net Investment Income (Loss) After Waivers and Reimbursements	1.00%(d)	(0.06%)	0.50%	0.48%	(0.09%)	1.00%

Portfolio Turnover Rate	36%(c)	74%	109%	82%	104%	93%

(a)

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

(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)

Not annualized.

(d)

Annualized for periods less than one year.

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)


FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

ULTRA-SMALL COMPANY MARKET


	For the Six Months Ended 12/31/23 (Unaudited)	Year Ended June 30
	For the Six Months Ended 12/31/23 (Unaudited)	2023	2022	2021	2020	2019

Net Asset Value, Beginning of Period	$10.60	$10.83	$19.61	$9.96	$11.34	$15.81


Income from Investment Operations:

Net Investment Income(a)	0.04	0.09	0.13	0.13	0.13	0.11

Net Realized and Unrealized Gain (Loss)	0.77	(0.10)	(5.43)	9.98	(1.36)	(2.93)


Total from Investment Operations	0.81	(0.01)	(5.30)	10.11	(1.23)	(2.82)


Less Distributions to Shareholders from:

Net Investment Income	(0.10)	(0.11)	(0.12)	(0.14)	(0.15)	(0.08)

Net Realized Gain	–	(0.11)	(3.39)	(0.35)	–	(1.57)


Total Distributions	(0.10)	(0.22)	(3.51)	(0.49)	(0.15)	(1.65)


Paid-in Capital from Redemption Fees(a)	0.00(b)	0.00(b)	0.03	0.03	0.00(b)	0.00(b)


Net Asset Value, End of Period	$11.31	$10.60	$10.83	$19.61	$9.96	$11.34


Total Return	7.74%(c)(d)	(0.01%)(d)	(30.38%)(d)	103.83%	(10.99%)(d)	(16.98%)(d)

Ratios and Supplemental Data:

Net Assets, End of Period (in 000’s)	$186,530	$184,604	$189,304	$386,516	$150,054	$236,371

Expenses Before Waivers and Reimbursements	0.82%(e)	0.78%	0.78%	0.75%	0.82%	0.77%

Expenses After Waivers and Reimbursements	0.75%(e)	0.75%	0.75%	0.75%	0.75%	0.75%

Net Investment Income After Waivers and Reimbursements	0.77%(e)	0.88%	0.85%	0.83%	1.27%	0.84%

Portfolio Turnover Rate	21%(c)	58%	47%	52%	51%	38%

(a)

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

(b)

Amount represents less than $0.005.

(c)

Not annualized.

(d)

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

(e)

Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com


FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

SMALL-CAP VALUE


	For the Six Months Ended 12/31/23 (Unaudited)	Year Ended June 30
	For the Six Months Ended 12/31/23 (Unaudited)	2023	2022	2021	2020	2019

Net Asset Value, Beginning of Period	$36.15	$32.79	$36.49	$16.52	$20.24	$29.60


Income from Investment Operations:

Net Investment Income(a)	0.21	0.53	0.15	0.12	0.19	0.47

Net Realized and Unrealized Gain (Loss)	3.20	3.16	(2.12)	20.05	(3.40)	(5.72)


Total from Investment Operations	3.41	3.69	(1.97)	20.17	(3.21)	(5.25)


Less Distributions to Shareholders from:

Net Investment Income	(0.36)	(0.33)	(0.10)	(0.20)	(0.51)	(0.74)

Net Realized Gain	(0.66)	–	(1.63)	–	–	(3.37)


Total Distributions	(1.02)	(0.33)	(1.73)	(0.20)	(0.51)	(4.11)



Net Asset Value, End of Period	$38.54	$36.15	$32.79	$36.49	$16.52	$20.24


Total Return	9.57%(b)	11.30%	(5.81%)	122.77%	(16.43%)(c)	(17.12%)(c)

Ratios and Supplemental Data:

Net Assets, End of Period (in 000’s)	$574,546	$546,334	$422,713	$290,686	$30,051	$49,652

Expenses Before Waivers and Reimbursements	0.88%(d)	0.86%(e)	0.83%	0.91%	1.12%	1.00%

Expenses After Waivers and Reimbursements	0.88%(d)	0.86%(e)	0.83%	0.91%	0.94%	0.94%

Net Investment Income After Waivers and Reimbursements	1.18%(d)	1.51%	0.42%	0.40%	1.01%	1.97%

Portfolio Turnover Rate	35%(b)	61%	95%	91%	87%	84%

(a)

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

(b)

Not annualized.

(c)

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

(d)

Annualized for periods less than one year.

(e)

Includes interest expense of 0.01%.

See Notes to Financial Statements.

Semi-Annual Report | December 31, 2023 (Unaudited)


FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

OMNI SMALL-CAP VALUE


	For the Six Months Ended 12/31/23 (Unaudited)	Year Ended June 30
	For the Six Months Ended 12/31/23 (Unaudited)	2023	2022	2021	2020	2019

Net Asset Value, Beginning of Period	$17.33	$20.15	$22.03	$11.44	$14.97	$19.83


Income from Investment Operations:

Net Investment Income(a)	0.16	0.37	0.28	0.21	0.19	0.20

Net Realized and Unrealized Gain (Loss)	3.17	0.67	(1.23)	10.57	(3.56)	(3.61)


Total from Investment Operations	3.33	1.04	(0.95)	10.78	(3.37)	(3.41)


Less Distributions to Shareholders from:

Net Investment Income	(0.30)	(0.32)	(0.41)	(0.19)	(0.08)	(0.17)

Net Realized Gain	(1.33)	(3.54)	(0.52)	–	(0.08)	(1.28)


Total Distributions	(1.63)	(3.86)	(0.93)	(0.19)	(0.16)	(1.45)



Net Asset Value, End of Period	$19.03	$17.33	$20.15	$22.03	$11.44	$14.97


Total Return(b)	19.71%(c)	5.04%	(4.65%)	94.92%	(22.82%)	(16.82%)

Ratios and Supplemental Data:

Net Assets, End of Period (in 000’s)	$1,288,796	$1,119,720	$1,158,941	$1,271,035	$828,480	$989,015

Expenses Before Waivers and Reimbursements	0.63%(d)	0.66%	0.66%	0.68%	0.72%	0.70%

Expenses After Waivers and Reimbursements	0.47%(d)	0.47%	0.47%	0.47%	0.54%	0.60%

Net Investment Income After Waivers and Reimbursements	1.79%(d)	1.93%	1.25%	1.29%	1.46%	1.21%

Portfolio Turnover Rate	15%(c)	38%	30%	21%	43%	29%

(a)

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

(b)

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

(c)

Not annualized.

(d)

Annualized for periods less than one year.

See Notes to Financial Statements.

bridgewayfunds.com


FINANCIAL HIGHLIGHTS

(for a share outstanding throughout each period indicated)

MANAGED VOLATILITY


	For the Six Months Ended 12/31/23 (Unaudited)	Year Ended June 30
	For the Six Months Ended 12/31/23 (Unaudited)	2023	2022	2021	2020	2019

Net Asset Value, Beginning of Period	$16.50	$15.66	$17.13	$15.56	$15.05	$15.75


Income from Investment Operations:

Net Investment Income (Loss)(a)	0.19	0.26	(0.01)	(0.01)	0.12	0.16

Net Realized and Unrealized Gain (Loss)	0.51	1.56	(1.28)	2.35	0.55	0.06


Total from Investment Operations	0.70	1.82	(1.29)	2.34	0.67	0.22


Less Distributions to Shareholders from:

Net Investment Income	(0.48)	(0.05)	–	–	(0.16)	(0.31)

Net Realized Gain	(0.44)	(0.93)	(0.18)	(0.77)	–	(0.61)


Total Distributions	(0.92)	(0.98)	(0.18)	(0.77)	(0.16)	(0.92)



Net Asset Value, End of Period	$16.28	$16.50	$15.66	$17.13	$15.56	$15.05


Total Return(b)	4.31%(c)	12.00%	(7.62%)	15.33%	4.45%	1.74%

Ratios and Supplemental Data:

Net Assets, End of Period (in 000’s)	$30,762	$30,736	$28,639	$36,160	$29,383	$30,657

Expenses Before Waivers and Reimbursements	1.29%(d)	1.26%	1.19%	1.21%	1.27%	1.24%

Expenses After Waivers and Reimbursements	0.94%(d)	0.94%	0.94%	0.94%	0.94%	0.94%

Net Investment Income (Loss) After Waivers and Reimbursements	2.33%(d)	1.60%	(0.08%)	(0.07%)	0.77%	1.06%

Portfolio Turnover Rate	5%(c)	45%	66%	41%	68%	69%

(a)

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

(b)

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

(c)

Not annualized.

(d)

Annualized for periods less than one year.

See Notes to Financial Statements.

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NOTES TO FINANCIAL STATEMENTS

December 31, 2023 (Unaudited)

1.	Organization

Bridgeway Funds, Inc. (“Bridgeway” or the “Company”) was organized as a Maryland corporation on October 19, 1993, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. Bridgeway is organized as a series fund, with six investment funds as of December 31, 2023.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of December 31, 2023, 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Aggressive Investors 1, Ultra-Small Company Market, Small-Cap Value and Omni 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).

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

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, LLC (the “Adviser”) is the investment adviser for all of the Funds.

2.	Significant Accounting Policies:

Following is a summary of significant accounting policies that are followed in the preparation of the financial statements of the Funds. They 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.

Securities, Options, Futures, and Other Investments Valuation Other than options, securities for which market quotations are readily available are valued at the last sale price on the national exchange on which such securities are primarily traded. In the case of securities reported on the National Association of Securities Dealers Automated Quotation (“Nasdaq”) system, the securities are valued based on the Nasdaq Official Closing Price (“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 that incorporates market observable data such as reported sales of similar securities, broker quotes, bids, offers and current market quotations 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. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the “valuation designee” to

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

make all necessary determinations of fair value. 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 Adviser does 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 US 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.

●

Level 3 – significant unobservable inputs (including the Adviser’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 Adviser uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Adviser 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 Adviser in the absence of market information. Assumptions used by the Adviser due to the lack of observable inputs may significantly impact the resulting value and therefore the results of the Funds’ operations.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of December 31, 2023 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 Lending Upon 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.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

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

The 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 cash collateral are shown in the Statements of Assets and Liabilities as a component of Investments at value. Securities lending transactions are considered to be overnight and continuous and can be terminated by the Funds or the borrower at any time. During the period ended December 31, 2023 the Managed Volatility Fund did not have any securities lending transactions.

The following table is a summary of the Funds’ payable upon return of securities loaned and related cash collateral, which are subject to a netting agreement as of December 31, 2023:

Gross Amount Not Offset
in the Statements of
Assets and Liabilities

Fund

Gross

Amounts of

Recognized

Liabilities¹

Gross

Amounts

Offset in the

Statements

of Assets and

Liabilities

Net Amounts of

Assets Presented

in the Statements

of Assets and

Liabilities

Financial

Instruments

Collateral

Received

Net Amount

Aggressive Investors 1

Securities lending

$438,500

$–

$438,500

$–

$438,500

$–

Ultra-Small Company

Securities lending

$6,198,589

–

$6,198,589

–

$6,198,589

–

Ultra-Small Company Market

Securities lending

$16,219,579

–

$16,219,579

–

$16,219,579

–

Small-Cap Value

Securities lending

$2,983,605

–

$2,983,605

–

$2,983,605

–

Omni Small-Cap Value

Securities lending

$13,381,173

–

$13,381,173

–

$13,381,173

–

¹	Securities loaned with a value of $ 225,000 in Ultra-Small Company Market have been sold and are pending settlement on December 31, 2023.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

The following table summarizes the securities received as non-cash collateral and cash collateral for securities lending:


	Non-Cash Collateral
Fund	Collateral Type		Coupon Range		Maturity Date Range		Market Value		Cash Collateral		Total Collateral		Market Value of Securities on Loan

Aggressive Investors 1
Securities lending		U.S.Gov’t Obligations		0.13%- 4.75%		04/15/24- 05/15/51		$2,084,036		$438,500		$2,522,536		$2,440,502
Ultra-Small Company
Securities lending		U.S.Gov’t Obligations		0.00%- 6.00%		02/01/24- 08/15/53		$1,542,271		$6,198,589		$7,740,860		$7,175,358
Ultra-Small Company Market
Securities lending		U.S.Gov’t Obligations		0.00%- 6.00%		02/01/24- 08/15/53		$422,340		$16,219,579		$16,641,919		$15,218,675
Small-Cap Value
Securities lending		U.S.Gov’t Obligations		0.13%- 5.33%		04/15/24- 08/15/53		$7,451,842		$2,983,605		$10,435,447		$10,001,376
Omni Small-Cap Value
Securities lending		U.S.Gov’t Obligations		0.13%- 5.33%		04/15/24- 08/15/53		$30,793,233		$13,381,173		$44,174,406		$42,586,663

It is each Fund’s policy to obtain additional collateral from, or return excess collateral to, the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of December 31, 2023, the collateral consisted of an institutional government money market fund and US Government Obligations.

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

Concentrations of Credit Risk The 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. Additionally, deposits with brokers may, at times, exceed the SIPC insurance limit.

Sector Concentration Risk Companies with similar characteristics may be grouped together in broad categories called sectors. Although each Fund seeks investments across a number of sectors, from time to time, based on economic conditions, each Fund may have significant positions in particular sectors. A certain sector may underperform other sectors or the market as a whole. As more assets are held in a specific sector, a Fund’s performance will be more susceptible to any economic, business or other developments which generally affect that sector.

As of December 31, 2023, Funds with net assets of 25% or greater in a particular sector were as follows:


Fund	Sector	% Net Assets at December 31, 2023
Aggressive Investors 1 Fund	Information Technology	27.56%
Ultra-Small Company Fund	Health Care	31.90%
Ultra-Small Company Market Fund	Health Care	31.13%
Small-Cap Value Fund	Financials	27.14%
Omni Small-Cap Value Fund	Financials	33.93%

Semi-Annual Report | December 31, 2023 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

Risks and Uncertainties The Funds provide for various investment options, including stocks, bonds, futures, 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 Expenses Security transactions are accounted for as of the trade date, the date the order to buy or sell is executed. Realized gains and losses are computed on the identified cost basis. Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis from settlement date. Particularly as related to the Managed Volatility Fund, discounts and premiums are accreted/amortized using the effective interest method. Income from the securities lending program is recorded when earned from the securities lending agent and reflected in the Statement of Operations under “Securities lending.”

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

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

Derivatives The Funds’ use of derivatives for the year ended December 31, 2023 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	–	$234,463	Put options written at value
Written Call Options	–	341,504	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	$218,527		Realized Gain (Loss) on Written Options
			Change in Unrealized Appreciation
		$(106,721)	(Depreciation) on Written Options
Futures Contracts	$(635,499)	–	Realized Gain (Loss) on Futures Contracts

The derivative instruments outstanding as of December 31, 2023, as disclosed in the Schedule of Investments, and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the period ended December 31, 2023, as disclosed in the Statements of Operations, serve as indicators of the volume of derivatives activity for the Funds.

Futures Contracts The Funds may purchase or sell financial futures contracts to hedge cash positions, manage market risk, and to dampen volatility in line with investment objectives. A futures contract is an agreement between two parties to buy or sell a financial instrument at a set price on a future date. Upon entering into such a contract, a Fund is required to pledge to the broker an amount of cash or US 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

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

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 counter-party risk to the Funds, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. As of December 31, 2023, the Funds had no open futures contracts.

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

Covered Call Options and Secured Puts The Managed Volatility Fund may write call options on a covered basis; that is, the Fund will own the underlying security, or the 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 December 31, 2023 for the Managed Volatility Fund are included in the Schedule of Investments.

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

3.	Advisory Fees and Other Related Party Transactions:

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 Fund and Small-Cap Value Fund each have management fees that are comprised of a base fee, which is applied to the Fund’s average annual net assets, and a performance adjustment, which adjusts the fee upward or downward depending on a Fund’s performance relative to the applicable market index over a rolling five-year performance period, and is applied to the Fund’s average daily net assets over this performance period.

Because the performance adjustment is based on a Fund’s performance relative to the applicable market index, and not the Fund’s absolute performance, the performance adjustment could increase the Adviser’s fee even if the Fund’s shares lose value over the performance period, provided that the Fund outperformed its market index, or could decrease the Adviser’s fee

Semi-Annual Report | December 31, 2023 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

even if the Fund’s shares increase in value during the performance period, provided that the Fund underperformed its market index. Also, depending on a Fund’s performance relative to the applicable market index over the rolling five-year performance period, the performance adjustment could increase the Adviser’s fee even if the Fund has experienced underperformance relative to its market index in the short-term, or could decrease the Adviser’s fee even if the Fund has experienced outperformance relative to its market index in the short-term. However, no performance fee adjustment will be applied to the Adviser’s fee if the cumulative difference between a Fund’s performance and that of the applicable market index is less than or equal to 2% over the rolling five-year performance period.

Additionally, because the base fee is applied to average annual net assets, and the performance adjustment is calculated over a rolling five-year performance period, it is possible that if a Fund underperforms the applicable market index significantly over the performance period, and the Fund’s assets have declined significantly over that performance period, the negative performance adjustment may exceed the base fee. In this event, the Adviser would make a payment to the Fund.

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 net assets in excess of $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.

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 Value Index, with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of -0.05% to a maximum of +0.05%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund Performance and the Index performance is less than or equal to 2%.

Omni Small-Cap Value Fund: The Fund’s advisory fee is a flat 0.45% of the value of average daily net assets, computed daily and payable monthly. Prior to April 1, 2023, the advisory fee was 0.50%.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

Fund, for the period ended December 31, 2023. Any material change to the expense limitation would require a vote by share- holders of the applicable Fund.


Bridgeway Fund	Expense Limitation		Total Waivers and Reimbursements for Period Ended 12/31/23

Aggressive Investors 1		1.75%		$–
Ultra-Small Company		1.85%		–
Ultra-Small Company Market		0.75%		59,462
Small-Cap Value		0.94%		–
Omni Small-Cap Value*		0.47%		955,586
Managed Volatility		0.94%		53,404

The Fund is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser to meet the expense limitation for each fiscal year 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 Fund 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 $955,586, $2,244,593, $755,915 and $836,967, which expire no later than December 31, 2026, June 30, 2026, June 30, 2025 and June 30, 2024, respectively.

Other Related Party Transactions: The Funds will engage in inter-portfolio trades when it is to the benefit of both parties. The Board of Directors reviews a report on inter-portfolio trades quarterly. Inter-portfolio purchases and sales during the period ended December 31, 2023 were as follows:


Bridgeway Fund	Inter-Portfolio Purchases		Inter-Portfolio Sales

Ultra-Small Company	$	2,426,856	$	2,243,923
Ultra-Small Company Market		2,251,195		1,786,090
Small-Cap Value		1,441,702		–
Omni Small-Cap Value		1,015,794		3,105,533

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 was paid an annual aggregate fee of $150,000, payable in equal monthly installments. Effective July 1, 2023 the Adviser is paid an annual aggregate fee of $130,000. For the allocation of this expense to each of the Funds, please see the Statements of Operations.

Board of Directors Compensation 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 $14,000 per meeting for meeting fees. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

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 September 30, 2021. 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 December 31, 2023 were as follows:

Purchases

Sales

Bridgeway Fund

U.S. Government

Other

U.S. Government

Other

Aggressive Investors 1

$ –

58,031,931

$ –

63,283,299

Ultra-Small Company

–

28,449,960

–

32,969,120

Ultra-Small Company Market

–

36,537,773

–

45,925,329

Small-Cap Value

–

188,897,801

–

213,580,974

Omni Small-Cap Value

–

178,490,290

–

223,415,167

Managed Volatility

–

812,600

–

2,204,821

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.

Unrealized Appreciation and Depreciation on Investments (Tax Basis) The amount of net unrealized appreciation/depreciation and the cost of investment securities for tax purposes, including short-term securities as of December 31, 2023, were as follows:


	Aggressive Investors 1	Ultra-Small Company	Ultra-Small Company Market
Gross appreciation (excess of value over tax cost)	$31,361,768	$20,055,020	$52,573,681
Gross depreciation (excess of tax cost over value)	(1,684,359)	(15,085,951)	(34,033,848)
Net unrealized appreciation	$29,677,409	$4,969,069	$18,539,833
Cost of investments for income tax purposes	$129,369,479	$87,907,345	$183,602,273

	Small-Cap Value	Omni Small-Cap Value	Managed Volatility
Gross appreciation (excess of value over tax cost)	$94,855,580	$351,491,758	$9,238,368
Gross depreciation (excess of tax cost over value)	(47,991,104)	(36,822,059)	(226,026)
Net unrealized appreciation	$46,864,476	$314,669,699	$9,012,342
Cost of investments for income tax purposes	$536,292,086	$980,200,942	$20,861,195

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale and passive foreign investment companies (PFICs).

bridgewayfunds.com


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

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

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2023 and June 30, 2022 respectively, are as follows:


	Aggressive Investors 1				Ultra-Small Company
	Year Ended June 30, 2023		Year Ended June 30, 2022		Year Ended June 30, 2023		Year Ended June 30, 2022
Distributions paid from:
Ordinary Income		$2,003,138		$1,913,699		$–		$4,776,033
Long-Term Capital Gain		–		14,127,616		12,509,632		14,127,123
Total		$2,003,138		$16,041,315		$12,509,632		$18,903,156

	Ultra-Small Company Market				Small-Cap Value
	Year Ended June 30, 2023		Year Ended June 30, 2022		Year Ended June 30, 2023		Year Ended June 30, 2022
Distributions paid from:
Ordinary Income		$1,949,150		$1,841,115		$5,499,665		$12,576,425
Long-Term Capital Gain		1,992,833		51,783,834		792,604		5,954,069
Total		$3,941,983		$53,624,949		$6,292,269		$18,530,494

	Omni Small-Cap Value				Managed Volatility
	Year Ended June 30, 2023		Year Ended June 30, 2022		Year Ended June 30, 2023		Year Ended June 30, 2022
Distributions paid from:
Ordinary Income		$20,509,847		$22,971,027		$95,249		$146,278
Long-Term Capital Gain		210,597,017		29,237,911		1,675,841		184,092
Total		$231,106,864		$52,208,938		$1,771,090		$330,370

Components of Accumulated Earnings As of June 30, 2023, the components of accumulated earnings on a tax basis were:


	Aggressive Investors 1	Ultra-Small Company	Ultra-Small Company Market
Accumulated Net Investment Income	$–	$–	$1,680,293
Capital Loss Carryovers	(5,082,183)	–	(5,169,702)
Accumulated Net Realized Gain on Investments	–	4,092,357	–
Post October Losses Deferred*	(4,126,578)	–	(21,198,469)
Other Temporary Differences	–	–	–
Net Unrealized Appreciation (Depreciation) of Investments**	17,053,584	(2,367,897)	3,329,655
Total	$7,844,823	$1,724,460	$(21,358,223)

Semi-Annual Report | December 31, 2023 (Unaudited)


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)


	Small-Cap Value	Omni Small-Cap Value	Managed Volatility
Accumulated Net Investment Income	$2,401,382	$8,359,265	$694,061
Capital Loss Carryovers	–	–	–
Accumulated Net Realized Gain on Investments	9,543,346	72,952,177	206,801
Post October Losses Deferred*	–	–	–
Other Temporary Differences	–	–	(7,876)
Net Unrealized Appreciation of Investments	6,206,051	176,343,256	8,295,870
Total	$18,150,779	$257,654,698	$9,188,856

Includes Post October Losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2024. The Aggressive Investors 1 Fund has elected to defer qualified short term and long term capital gains (losses) of $(4,126,578). The Ultra-Small Company Market Fund has elected to defer qualified short term and long term capital gains (losses) of $(21,198,469). The Ultra-Small Company, Small-Cap Value, Omni Small-Cap Value and Managed Volatility Funds have no deferred qualified ordinary late-year losses, short term capital losses or long term capital losses. As of June 30, 2023 Aggressive Investors 1 Fund and Ultra-Small Company Market Fund had non-expiring short term capital loss carryforwards of $5,082,183 and $5,169,702 respectively.

The differences between Net Unrealized Appreciation (Depreciation) of Investments on a book versus tax basis for the Aggressive Investors 1 Fund and Ultra-Small Company Market Fund are ($65) and $34 respectively. The differences are due to the valuation of foreign denominated receivables and payables.

For the fiscal year June 30, 2023, 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	$(211,988)	$(1,825)	$–
Distributable Earnings	211,988	1,825	–

	Increase (Decrease)
	Small-Cap Value	Omni Small-Cap Value	Managed Volatility
Paid-In Capital	$1,398,490	$12,409,513	$–
Distributable Earnings	(1,398,490)	(12,409,513)	–

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 dividends paid for tax purposes, excess distributions and the write-off of unused net operating loss.

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 October 4, 2024. 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.

bridgewayfunds.com


NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2023 (Unaudited)

The Funds incur a commitment fee of 0.10% 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 facility fees are payable quarterly in arrears and are allocated to all participating Funds. Interest expense is charged directly to a Fund based upon actual amounts borrowed by such Fund.

For the period ended December 31, 2023, 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		6.48	%		$480,773		22		$1,904		$1,222,000
Ultra-Small Company		6.48	%		465,438		48		4,022		880,000
Ultra-Small Company Market		6.48	%		241,200		5		217		397,000
Small-Cap Value		6.45	%		1,149,244		41		8,444		3,545,000
Omni Small-Cap Value		6.41	%		2,201,556		27		10,577		15,000,000
¹Interest expense is included on the Statements of Operations in Miscellaneous expenses.

On December 31, 2023, Omni Small-Cap Value Fund had loans outstanding in the amount of $1,421,000, 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.	Change in Independent Registered Public Accounting Firm

BBD, LLP (“BBD”) served as the independent registered public accounting firm for the Funds to audit the financial statements for the fiscal year ended June 30, 2022. On March 13, 2023, BBD sent a letter of cessation to the SEC indicating that BBD would no longer be serving as auditor. This letter was sent as a result of the Investment Management Group of BBD being acquired by Cohen & Company, Ltd (“Cohen”).

On May 25, 2023 the Audit Committee of the Board of Directors recommended and approved the appointment of Cohen as the Funds’ independent registered public accounting firm for the fiscal year ending June 30, 2023.

The report of BBD on the financial statements of the Funds for the fiscal year ended June 30, 2022, contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principle.

In connection with the Funds’ audit for the fiscal year ended June 30, 2022, there were no disagreements, if not resolved to the satisfaction of BBD, that would have caused them to make reference to in their report on the financial statements for such period.

10.

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.

Semi-Annual Report | December 31, 2023 (Unaudited)


OTHER INFORMATION

December 31, 2023 (Unaudited)

1.	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, 2023 are available without charge, upon request, by contacting Bridgeway Funds at 800-661-3550 and on the SEC’s website at http://www.sec.gov.

2.	Fund Holdings

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

The Bridgeway Funds file complete schedules of the Funds’ holdings with the SEC for the first and third quarters of each fiscal year 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 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 800-SEC-0330.

bridgewayfunds.com


DISCLOSURE OF FUND EXPENSES

December 31, 2023 (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 July 1, 2023 and held until December 31, 2023.

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

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

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


	Beginning Account Value at 7/1/23	Ending Account Value at 12/31/23	Expense Ratio	Expenses Paid During Period* 7/1/23 - 12/31/23

Bridgeway Aggressive Investors 1 Fund
Actual Fund Return	$1,000.00	$1,094.30	0.43%	$2.26
Hypothetical Fund Return	$1,000.00	$1,022.97	0.43%	$2.19

Bridgeway Ultra-Small Company Fund
Actual Fund Return	$1,000.00	$1,105.50	1.23%	$6.51
Hypothetical Fund Return	$1,000.00	$1,018.95	1.23%	$6.24

Bridgeway Ultra-Small Company Market Fund
Actual Fund Return	$1,000.00	$1,077.40	0.75%	$3.92
Hypothetical Fund Return	$1,000.00	$1,021.37	0.75%	$3.81

Bridgeway Small-Cap Value Fund
Actual Fund Return	$1,000.00	$1,095.70	0.88%	$4.64
Hypothetical Fund Return	$1,000.00	$1,020.71	0.88%	$4.47

Bridgeway Omni Small-Cap Value Fund
Actual Fund Return	$1,000.00	$1,197.10	0.47%	$2.60
Hypothetical Fund Return	$1,000.00	$1,022.77	0.47%	$2.39

Bridgeway Managed Volatility Fund
Actual Fund Return	$1,000.00	$1,043.10	0.94%	$4.83
Hypothetical Fund Return	$1,000.00	$1,020.41	0.94%	$4.77

Semi-Annual Report | December 31, 2023 (Unaudited)


DISCLOSURE OF FUND EXPENSES (continued)

December 31, 2023 (Unaudited)

*	Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by the number of days in the most recent six- month period (184) divided by the number of days in the fiscal year (366).

bridgewayfunds.com

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Semi-Annual Report | December 31, 2023 (Unaudited)

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bridgewayfunds.com



		BRIDGEWAY FUNDS, INC. BNY Mellon Investment Servicing (US) Inc. P.O. Box 534435 Pittsburgh, PA 15253-4435 CUSTODIAN The Bank of New York Mellon One Wall Street New York, NY 10286 DISTRIBUTOR Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101
		You can review and copy information about our Funds (including the SAIs) at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 800-SEC-0330. Reports and other information about the Funds are also available on the SEC’s website at ww.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.

(b)	Not applicable.

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b)	Not Applicable

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a)

The registrant’s principal executive officer and principal financial officer, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effectively designed, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the 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 for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1)

Not applicable.

(a)(2)

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

(a)(2)(1)

Not applicable.

(a)(2)(2)

Not applicable.

(b)

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

SIGNATURES

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


(Registrant) Bridgeway Funds, Inc.

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

Date March 1, 2024

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/ Linda Giuffré
		Linda Giuffré, President and Principal Executive Officer
		(principal executive officer)

Date March 1, 2024

By (Signature and Title)*		/s/ Deborah L. Hanna
		Deborah L. Hanna, Treasurer and Principal Financial Officer
		(principal financial officer)

Date February 29, 2024

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

Bridgeway Funds N-CSRSCertified semi-annual shareholder report (management investment company)