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: June 30, 2024
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. 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.
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about Bridgeway Aggressive Investors 1 Fund for the period of July 1, 2023 to June 30, 2024.You can find additional information about the Fund at www.bridgewayfunds.com/resources/fund-documents. You can also request this information by contacting us at 800-661-3550.
Aggressive Investors 1 Fund
What were the Fund’s cost for the last year?
(based on a hypothetical $10,000 investment)
| Fund | Costs of a $10K Investment | Costs paid as a % of a $10K Investment |
|---|
| Aggressive Investors 1 Fund | $53 | 0.46% |
How did the Fund perform last year?
For the fiscal year, the Fund returned 28.34%, outperforming the S&P 500 Index.
Top contributors to performance
The Fund’s quality and sentiment models contributed to relative results. Overall from a sector prospective the impact was neutral but underweightings in the Consumer Staples and in the Real Estate sectors contributed the most to relative results. Stock selection contributed to results with selections in the Utilities, Consumer Discretionary and Financial sectors contributing the most.
Top detractors to performance
The Fund’s tilt toward smaller stocks and its overweight exposure to higher beta stocks detracted from relative returns during the period. The Fund’s value models detracted from relative performance.
How did the Fund perform over the past 10 years?
Cumulative Returns of a Hypothetical $10,000 Investment as of June 30, 2024
| Aggressive Investors 1 19,450 | S&P 500 Index 33,521 |
|---|
| 2014 | 10,000 | 10,000 |
| 2015 | 10,457 | 10,742 |
| 2016 | 9,683 | 11,171 |
| 2017 | 11,802 | 13,170 |
| 2018 | 13,169 | 15,064 |
| 2019 | 12,291 | 16,633 |
| 2020 | 11,365 | 17,881 |
| 2021 | 16,762 | 25,175 |
| 2022 | 12,772 | 22,503 |
| 2023 | 15,156 | 26,912 |
| 2024 | 19,450 | 33,521 |
| Total Net Assets | $178,386,768 |
| # of Portfolio Holdings | 87 |
| Portfolio Turnover Rate | 65% |
| Advisory Fees Paid | $312,798 |
Average Annual Total Returns
| Fund | 1 Year | 5 Years | 10 Years |
|---|
| Aggressive Investors 1 | 28.34% | 9.61% | 6.88% |
| S&P 500 Index | 24.56% | 15.05% | 12.86% |
The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the past ten years. Performance data represents past performance and does not predict or guarantee future results.The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on fund distributions or the redemption of fund shares. Call 800-661-3550 or visit www.bridgewayfunds.com/resources/fund-documents for the most recent month-end performance.
What did the Fund invest in?
Asset Class Weightings (% of Net Assets)
| Common Stocks | 99.64% |
| Money Market Fund | 0.35% |
| Investments Purchased With Cash Proceeds From Securities Lending | 0.08% |
| Liabilities in Excess of Other Assets | -0.07% |
Top Ten Holdings (% of Net Assets)
| NVIDIA Corp. | 4.92% |
| Microsoft Corp. | 4.08% |
| Amazon.com, Inc. | 3.68% |
| Apple, Inc. | 3.07% |
| AppLovin Corp., Class A | 2.80% |
| Costco Wholesale Corp. | 2.38% |
| Vistra Corp. | 2.15% |
| Meta Platforms, Inc., Class A | 2.09% |
| Alphabet, Inc., Class A | 2.08% |
| Cencora, Inc. | 1.98% |
Top Sector Weightings (% of Net Assets)
| Value | Value |
|---|
| Cash and Other Assets | 3.03% |
| Materials | 2.93% |
| Consumer Staples | 4.86% |
| Energy | 5.55% |
| Communication Services | 7.22% |
| Industrials | 9.08% |
| Health Care | 11.37% |
| Financials | 11.65% |
| Consumer Discretionary | 15.22% |
| Information Technology | 29.09% |
Aggressive Investors 1 Fund
Annual Shareholder Report - June 30, 2024
Bridgeway Funds
PO Box 534435
Pittsburgh, PA 15253-4435
800-661-3550
funds@bridgeway.com
The Fund is distributed by Foreside Fund Services, LLC, which is not affiliated with Bridgeway Capital Management, LLC ™ or any other affiliate.
Where can I find additional information about the Fund?
Additional information is available on www.bridgewayfunds.com, including its:
-prospectus
-financial information
-holdings
-proxy voting information
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about Bridgeway Managed Volatility Fund for the period of July 1, 2023 to June 30, 2024.You can find additional information about the Fund at www.bridgewayfunds.com/resources/fund-documents. You can also request this information by contacting us at 800-661-3550.
This report contains material fund changes that occurred subsequent to June 30, 2024.
What were the Fund’s cost for the last year?
(based on a hypothetical $10,000 investment)
| Fund | Costs of a $10K Investment | Costs paid as a % of a $10K Investment |
|---|
| Managed Volatility Fund | $98 | 0.94% |
How did the Fund perform last year?
The Fund returned 9.24%, capturing 38% of the S&P 500 Index’s return. The Fund had a standard deviation of 3.96% during the fiscal year, which was 65% lower than the S&P 500’s standard deviation of 11.31% during the same period.
Top contributors to performance
All portfolio components other than the options component added to the Fund’s results. The portfolio’s equities component provided the largest contribution, returning approximately 10.6%. The portfolio’s futures and fixed income components returned approximately 2.3% and 1.2%, respectively.
Top detractors to performance
The portfolio’s options component detracted from results during the 12-month period.
How did the Fund perform over the past 10 years?
Cumulative Returns of a Hypothetical $10,000 Investment as of June 30, 2024
| Managed Volatility 15,834 | S&P 500 Index 33,521 |
|---|
| 2014 | 10,000 | 10,000 |
| 2015 | 10,092 | 10,742 |
| 2016 | 10,202 | 11,171 |
| 2017 | 10,670 | 13,170 |
| 2018 | 11,429 | 15,064 |
| 2019 | 11,629 | 16,633 |
| 2020 | 12,147 | 17,881 |
| 2021 | 14,009 | 25,175 |
| 2022 | 12,941 | 22,503 |
| 2023 | 14,495 | 26,912 |
| 2024 | 15,834 | 33,521 |
| Total Net Assets | $30,960,371 |
| # of Portfolio Holdings | 235 |
| Portfolio Turnover Rate | 9% |
| Advisory Fees Paid | $81,077 |
Average Annual Total Returns
| Fund | 1 Year | 5 Years | 10 Years |
|---|
| Managed Volatility | 9.24% | 6.37% | 4.70% |
| S&P 500 Index | 24.56% | 15.05% | 12.86% |
The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the past ten years. Performance data represents past performance and does not predict or guarantee future results.The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on fund distributions or the redemption of fund shares. Performance shown, includes, if applicable, the effect of fee waivers and/or expense reimbursements. Call 800-661-3550 or visit www.bridgewayfunds.com/resources/fund-documents for the most recent month-end performance.
What did the Fund invest in?
Asset Class Weightings (% of Net Assets)
| Common Stocks | 62.37% |
| U.S. Government Obligations | 28.96% |
| Call Options Written | |
| Put Options Written | |
| Money Market Fund | 6.49% |
| Other Assets in Excess of Liabilities | 3.85% |
Top Ten Holdings (% of Net Assets)
| Apple, Inc. | 3.67% |
| Microsoft Corp. | 3.61% |
| Amazon.com, Inc. | 2.56% |
| NVIDIA Corp. | 2.00% |
| Alphabet, Inc., Class C | 1.95% |
| Alphabet, Inc., Class A | 1.94% |
| Marathon Petroleum Corp. | 1.62% |
| McDonald's Corp. | 1.48% |
| PepsiCo, Inc. | 1.22% |
| Valero Energy Corp. | 1.22% |
Top Sector Weightings (% of Net Assets)
| Value | Value |
|---|
| Cash and Other Assets | 12.14% |
| Industrials | 3.72% |
| Consumer Staples | 4.26% |
| Communication Services | 5.89% |
| Health Care | 6.66% |
| Financials | 6.95% |
| Consumer Discretionary | 7.19% |
| Energy | 7.34% |
| Information Technology | 16.89% |
| U.S. Government Obligations | 28.96% |
On August 22, 2024, the Board of Directors of the Fund approved a proposal to liquidate the Fund. Accordingly, effective on August 23, 2024, the Fund will no longer accept purchase orders and the Fund will be terminated on or about November 18, 2024.
Annual Shareholder Report - June 30, 2024
Bridgeway Funds
PO Box 534435
Pittsburgh, PA 15253-4435
800-661-3550
funds@bridgeway.com
The Fund is distributed by Foreside Fund Services, LLC, which is not affiliated with Bridgeway Capital Management, LLC ™ or any other affiliate.
Where can I find additional information about the Fund?
Additional information is available on www.bridgewayfunds.com, including its:
-prospectus
-financial information
-holdings
-proxy voting information
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about Bridgeway Omni Small-Cap Value Fund for the period of July 1, 2023 to June 30, 2024.You can find additional information about the Fund at www.bridgewayfunds.com/resources/fund-documents. You can also request this information by contacting us at 800-661-3550.
Omni Small-Cap Value Fund
What were the Fund’s cost for the last year?
(based on a hypothetical $10,000 investment)
| Fund | Costs of a $10K Investment | Costs paid as a % of a $10K Investment |
|---|
| Omni Small-Cap Value Fund | $51 | 0.47% |
How did the Fund perform last year?
For the fiscal year, Fund returned 15.93%, outperforming the Russell 2000 Value Index.
Top contributors to performance
The Fund’s tilt toward deeper value stocks across multiple valuation metrics contributed to relative results during the period. By design, the Fund does not hold Real Estate Investment Trusts (REITs) or Utilities stocks. The lack of exposure to both REITs and Utilities stocks contributed positively to relative returns during the period.
Top detractors to performance
The Fund’s tilt toward smaller stocks in the small-cap value universe detracted from relative performance.
How did the Fund perform over the past 10 years?
Cumulative Returns of a Hypothetical $10,000 Investment as of June 30, 2024
| Omni Small-Cap Value 19,943 | Russell 2000 Value Index 18,294 | Russell 3000 Index 31,475 |
|---|
| 2014 | 10,000 | 10,000 | 10,000 |
| 2015 | 9,852 | 10,078 | 10,729 |
| 2016 | 9,417 | 9,817 | 10,959 |
| 2017 | 11,755 | 12,258 | 12,987 |
| 2018 | 13,724 | 13,863 | 14,907 |
| 2019 | 11,416 | 12,999 | 16,246 |
| 2020 | 8,812 | 10,727 | 17,306 |
| 2021 | 17,175 | 18,588 | 24,949 |
| 2022 | 16,376 | 15,562 | 21,490 |
| 2023 | 17,202 | 16,497 | 25,563 |
| 2024 | 19,943 | 18,294 | 31,475 |
| Total Net Assets | $1,198,726,475 |
| # of Portfolio Holdings | 568 |
| Portfolio Turnover Rate | 26% |
| Advisory Fees Paid | $3,434,288 |
Average Annual Total Returns
| Fund | 1 Year | 5 Years | 10 Years |
|---|
| Omni Small-Cap Value | 15.93% | 11.80% | 7.15% |
| Russell 3000 Index | 23.13% | 14.14% | 12.15% |
| Russell 2000 Value Index | 10.90% | 7.07% | 6.23% |
The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the past ten years. Performance data represents past performance and does not predict or guarantee future results.The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on fund distributions or the redemption of fund shares. Performance shown, includes, if applicable, the effect of fee waivers and/or expense reimbursements. Call 800-661-3550 or visit www.bridgewayfunds.com/resources/fund-documents for the most recent month-end performance.
What did the Fund invest in?
Asset Class Weightings (% of Net Assets)
| Common Stocks | 99.73% |
| Preferred Stock | 0.00% |
| Rights | 0.01% |
| Money Market Fund | 0.27% |
| Investments Purchased With Cash Proceeds From Securities Lending | 1.50% |
| Liabilities in Excess of Other Assets | -1.51% |
Top Ten Holdings (% of Net Assets)
| SkyWest, Inc. | 1.20% |
| Teekay Tankers, Ltd., Class A | 0.96% |
| M/I Homes, Inc. | 0.90% |
| SFL Corp., Ltd. | 0.88% |
| Tronox Holdings PLC | 0.87% |
| Golden Ocean Group, Ltd. | 0.85% |
| Vista Outdoor, Inc. | 0.84% |
| Patrick Industries, Inc. | 0.82% |
| Telephone and Data Systems, Inc. | 0.81% |
| TTM Technologies, Inc. | 0.80% |
Top Sector Weightings (% of Net Assets)
| Value | Value |
|---|
| Cash and Other Assets | 2.03% |
| Consumer Staples | 2.90% |
| Health Care | 3.07% |
| Information Technology | 4.98% |
| Materials | 5.48% |
| Communication Services | 5.52% |
| Energy | 12.51% |
| Consumer Discretionary | 13.91% |
| Industrials | 15.82% |
| Financials | 33.78% |
Omni Small-Cap Value Fund
Annual Shareholder Report - June 30, 2024
Bridgeway Funds
PO Box 534435
Pittsburgh, PA 15253-4435
800-661-3550
funds@bridgeway.com
The Fund is distributed by Foreside Fund Services, LLC, which is not affiliated with Bridgeway Capital Management, LLC ™ or any other affiliate.
Where can I find additional information about the Fund?
Additional information is available on www.bridgewayfunds.com, including its:
-prospectus
-financial information
-holdings
-proxy voting information
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about Bridgeway Small-Cap Value Fund for the period of July 1, 2023 to June 30, 2024.You can find additional information about the Fund at www.bridgewayfunds.com/resources/fund-documents. You can also request this information by contacting us at 800-661-3550.
What were the Fund’s cost for the last year?
(based on a hypothetical $10,000 investment)
| Fund | Costs of a $10K Investment | Costs paid as a % of a $10K Investment |
|---|
| Small-Cap Value Fund | $91 | 0.88% |
How did the Fund perform last year?
For the fiscal year the Fund returned 6.36%, trailing the Russell 2000 Value Index.
Top contributors to performance
The Fund’s exposure to deeper value stocks across multiple metrics contributed positively to relative results.
Top detractors to performance
All of the Fund’s model categories underperformed the benchmark, detracting from relative results. The Fund’s tilt toward smaller stocks in the small-cap value universe also hurt relative performance. From a sector perspective, the Fund’s allocation effect was negative. An underweighting in the Energy sector and an overweighting in the Communication Services sector detracted the most from relative results. The Fund’s stock selection effect was also negative, with holdings in the Real Estate, Health Care, Materials, and Energy sectors detracting the most from relative performance.
How did the Fund perform over the past 10 years?
Cumulative Returns of a Hypothetical $10,000 Investment as of June 30, 2024
| Small-Cap Value 23,111 | Russell 2000 Value Index 18,294 | Russell 3000 Index 31,475 |
|---|
| 2014 | 10,000 | 10,000 | 10,000 |
| 2015 | 9,790 | 10,078 | 10,729 |
| 2016 | 9,299 | 9,817 | 10,959 |
| 2017 | 11,166 | 12,258 | 12,987 |
| 2018 | 13,435 | 13,863 | 14,907 |
| 2019 | 11,134 | 12,999 | 16,246 |
| 2020 | 9,305 | 10,727 | 17,306 |
| 2021 | 20,729 | 18,588 | 24,949 |
| 2022 | 19,524 | 15,562 | 21,490 |
| 2023 | 21,730 | 16,497 | 25,563 |
| 2024 | 23,111 | 18,294 | 31,475 |
| Total Net Assets | $487,790,118 |
| # of Portfolio Holdings | 134 |
| Portfolio Turnover Rate | 56% |
| Advisory Fees Paid | $3,342,965 |
Average Annual Total Returns
| Fund | 1 Year | 5 Years | 10 Years |
|---|
| Small-Cap Value | 6.36% | 15.73% | 8.74% |
| Russell 3000 Index | 23.13% | 14.14% | 12.15% |
| Russell 2000 Value Index | 10.90% | 7.07% | 6.23% |
The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the past ten years. Performance data represents past performance and does not predict or guarantee future results.The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on fund distributions or the redemption of fund shares. Performance shown, includes, if applicable, the effect of fee waivers and/or expense reimbursements. Call 800-661-3550 or visit www.bridgewayfunds.com/resources/fund-documents for the most recent month-end performance.
What did the Fund invest in?
Asset Class Weightings (% of Net Assets)
| Common Stocks | 99.90% |
| Money Market Fund | 0.12% |
| Investments Purchased With Cash Proceeds From Securities Lending | 0.80% |
| Liabilities in Excess of Other Assets | -0.82% |
Top Ten Holdings (% of Net Assets)
| Jackson Financial, Inc., Class A | 1.51% |
| Amkor Technology, Inc. | 1.44% |
| Enstar Group, Ltd. | 1.40% |
| Group 1 Automotive, Inc. | 1.37% |
| Taylor Morrison Home Corp. | 1.33% |
| WSFS Financial Corp. | 1.32% |
| Prestige Consumer Healthcare, Inc. | 1.31% |
| Abercrombie & Fitch Co., Class A | 1.28% |
| Bread Financial Holdings, Inc. | 1.28% |
| Pathward Financial, Inc. | 1.24% |
Top Sector Weightings (% of Net Assets)
| Value | Value |
|---|
| Cash and Other Assets | 4.91% |
| Consumer Staples | 4.97% |
| Information Technology | 6.40% |
| Real Estate | 7.99% |
| Materials | 8.58% |
| Health Care | 8.75% |
| Consumer Discretionary | 9.73% |
| Industrials | 11.26% |
| Energy | 11.46% |
| Financials | 25.95% |
Annual Shareholder Report - June 30, 2024
Bridgeway Funds
PO Box 534435
Pittsburgh, PA 15253-4435
800-661-3550
funds@bridgeway.com
The Fund is distributed by Foreside Fund Services, LLC, which is not affiliated with Bridgeway Capital Management, LLC ™ or any other affiliate.
Where can I find additional information about the Fund?
Additional information is available on www.bridgewayfunds.com, including its:
-prospectus
-financial information
-holdings
-proxy voting information
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about Bridgeway Ultra-Small Company Fund for the period of July 1, 2023 to June 30, 2024.You can find additional information about the Fund at www.bridgewayfunds.com/resources/fund-documents. You can also request this information by contacting us at 800-661-3550.
What were the Fund’s cost for the last year?
(based on a hypothetical $10,000 investment)
| Fund | Costs of a $10K Investment | Costs paid as a % of a $10K Investment |
|---|
| Ultra-Small Company Fund | $125 | 1.22% |
How did the Fund perform last year?
For the fiscal year the Fund returned 5.71%, underperforming the Russell Microcap Index.
Top contributors to performance
The Fund’s quality and sentiment models outperformed the benchmark contributing to relative results. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also improved relative performance. From a sector perspective, the Fund’s allocation effect was positive. Overweightings in the Energy and Health Care sectors contributed the most to relative results. The Fund’s stock selection effect was also positive, largely driven by holdings in the Materials, Industrials, and Information Technology sectors.
Top detractors to performance
The Fund’s value models underperformed the benchmark, detracting from relative results. The Fund’s tilt toward deeper value stocks across multiple valuation metrics also improved relative performance.
How did the Fund perform over the past 10 years?
Cumulative Returns of a Hypothetical $10,000 Investment as of June 30, 2024
| Ultra-Small Company 15,617 | Russell Microcap Index 17,137 | Russell 3000 Index 31,475 |
|---|
| 2014 | 10,000 | 10,000 | 10,000 |
| 2015 | 9,240 | 10,821 | 10,729 |
| 2016 | 7,991 | 9,517 | 10,959 |
| 2017 | 9,339 | 12,144 | 12,987 |
| 2018 | 10,192 | 14,598 | 14,907 |
| 2019 | 8,716 | 13,082 | 16,246 |
| 2020 | 8,051 | 12,458 | 17,306 |
| 2021 | 16,952 | 21,897 | 24,949 |
| 2022 | 13,385 | 15,167 | 21,490 |
| 2023 | 14,773 | 16,174 | 25,563 |
| 2024 | 15,617 | 17,137 | 31,475 |
| Total Net Assets | $77,764,980 |
| # of Portfolio Holdings | 254 |
| Portfolio Turnover Rate | 72% |
| Advisory Fees Paid | $727,078 |
Average Annual Total Returns
| Fund | 1 Year | 5 Years | 10 Years |
|---|
| Ultra-Small Company | 5.71% | 12.37% | 4.56% |
| Russell 3000 Index | 23.13% | 14.14% | 12.15% |
| Russell Microcap Index | 5.96% | 5.55% | 5.53% |
The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the past ten years. Performance data represents past performance and does not predict or guarantee future results.The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on fund distributions or the redemption of fund shares. Call 800-661-3550 or visit www.bridgewayfunds.com/resources/fund-documents for the most recent month-end performance.
What did the Fund invest in?
Asset Class Weightings (% of Net Assets)
| Common Stocks | 98.53% |
| Rights | 0.00% |
| Warrants | 0.00% |
| Money Market Fund | 1.66% |
| Investments Purchased With Cash Proceeds From Securities Lending | 7.92% |
| Liabilities in Excess of Other Assets | -8.11% |
Top Ten Holdings (% of Net Assets)
| RealReal, Inc. (The) | 3.88% |
| American Superconductor Corp. | 2.96% |
| Arq, Inc. | 2.31% |
| Amplify Energy Corp. | 2.23% |
| OptimizeRx Corp. | 1.98% |
| Epsilon Energy, Ltd. | 1.58% |
| Rayonier Advanced Materials, Inc. | 1.57% |
| Security National Financial Corp., Class A | 1.54% |
| Magnachip Semiconductor Corp. | 1.52% |
| Gran Tierra Energy, Inc. | 1.46% |
Top Sector Weightings (% of Net Assets)
| Value | Value |
|---|
| Cash and Other Assets | 3.77% |
| Communication Services | 1.79% |
| Real Estate | 3.49% |
| Materials | 5.68% |
| Information Technology | 9.25% |
| Energy | 9.38% |
| Industrials | 9.70% |
| Consumer Discretionary | 12.81% |
| Financials | 18.91% |
| Health Care | 25.22% |
Annual Shareholder Report - June 30, 2024
Bridgeway Funds
PO Box 534435
Pittsburgh, PA 15253-4435
800-661-3550
funds@bridgeway.com
The Fund is distributed by Foreside Fund Services, LLC, which is not affiliated with Bridgeway Capital Management, LLC ™ or any other affiliate.
Where can I find additional information about the Fund?
Additional information is available on www.bridgewayfunds.com, including its:
-prospectus
-financial information
-holdings
-proxy voting information
Annual Shareholder Report - June 30, 2024
This annual shareholder report contains important information about Bridgeway Ultra-Small Company Market Fund for the period of July 1, 2023 to June 30, 2024.You can find additional information about the Fund at www.bridgewayfunds.com/resources/fund-documents. You can also request this information by contacting us at 800-661-3550.
Ultra-Small Company Market Fund
What were the Fund’s cost for the last year?
(based on a hypothetical $10,000 investment)
| Fund | Costs of a $10K Investment | Costs paid as a % of a $10K Investment |
|---|
| Ultra-Small Company Market Fund | $76 | 0.75% |
How did the Fund perform last year?
For the fiscal year the Fund returned 3.17%, underperforming the Russell Microcap Index.
Top contributors to performance
The Fund’s investment universe focuses on the smallest stocks within the US stock market (the CRSP 10 universe). The Fund’s performance relative to the CRSP 10 universe was positive.
Top detractors to performance
The Fund’s focus on the CRSP 10 universe hurt relative results, as CRSP 10 stocks underperformed the Russell Microcap Index. On average, the Fund held about 82% of its assets in the CRSP 10 universe, versus roughly 11% 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 hurt performance relative to the CRSP 10 universe.
How did the Fund perform over the past 10 years?
Cumulative Returns of a Hypothetical $10,000 Investment as of June 30, 2024
| Ultra-Small Company Market 15,308 | Russell Microcap Index 17,137 | Russell 3000 Index 31,475 |
|---|
| 2014 | 10,000 | 10,000 | 10,000 |
| 2015 | 10,372 | 10,821 | 10,729 |
| 2016 | 9,248 | 9,517 | 10,959 |
| 2017 | 11,708 | 12,144 | 12,987 |
| 2018 | 14,150 | 14,598 | 14,907 |
| 2019 | 11,748 | 13,082 | 16,246 |
| 2020 | 10,457 | 12,458 | 17,306 |
| 2021 | 21,314 | 21,897 | 24,949 |
| 2022 | 14,839 | 15,167 | 21,490 |
| 2023 | 14,837 | 16,174 | 25,563 |
| 2024 | 15,308 | 17,137 | 31,475 |
| Total Net Assets | $167,478,670 |
| # of Portfolio Holdings | 579 |
| Portfolio Turnover Rate | 44% |
| Advisory Fees Paid | $812,896 |
Average Annual Total Returns
| Fund | 1 Year | 5 Years | 10 Years |
|---|
| Ultra-Small Company Market | 3.17% | 5.44% | 4.35% |
| Russell 3000 Index | 23.13% | 14.14% | 12.15% |
| Russell Microcap Index | 5.96% | 5.55% | 5.53% |
The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund over the past ten years. Performance data represents past performance and does not predict or guarantee future results.The table and graph presented above do not reflect the deduction of taxes a shareholder would pay on fund distributions or the redemption of fund shares. Performance shown, includes, if applicable, the effect of fee waivers and/or expense reimbursements. Call 800-661-3550 or visit www.bridgewayfunds.com/resources/fund-documents for the most recent month-end performance.
What did the Fund invest in?
Asset Class Weightings (% of Net Assets)
| Common Stocks | 99.71% |
| Rights | 0.00% |
| Warrants | 0.01% |
| Money Market Fund | 0.43% |
| Investments Purchased With Cash Proceeds From Securities Lending | 11.20% |
| Liabilities in Excess of Other Assets | -11.35% |
Top Ten Holdings (% of Net Assets)
| Natural Gas Services Group, Inc. | 0.70% |
| Redwire Corp. | 0.68% |
| Orion Group Holdings, Inc. | 0.65% |
| Superior Group of Cos., Inc. | 0.65% |
| Emergent BioSolutions, Inc. | 0.62% |
| LendingTree, Inc. | 0.62% |
| Sight Sciences, Inc. | 0.58% |
| GeneDx Holdings Corp. | 0.58% |
| Selectquote, Inc. | 0.55% |
| CSP, Inc. | 0.53% |
Top Sector Weightings (% of Net Assets)
| Value | Value |
|---|
| Cash and Other Assets | 2.63% |
| Consumer Staples | 2.38% |
| Materials | 3.52% |
| Communication Services | 3.60% |
| Energy | 4.90% |
| Information Technology | 10.09% |
| Industrials | 13.93% |
| Consumer Discretionary | 14.23% |
| Financials | 17.89% |
| Health Care | 26.83% |
Ultra-Small Company Market Fund
Annual Shareholder Report - June 30, 2024
Bridgeway Funds
PO Box 534435
Pittsburgh, PA 15253-4435
800-661-3550
funds@bridgeway.com
The Fund is distributed by Foreside Fund Services, LLC, which is not affiliated with Bridgeway Capital Management, LLC ™ or any other affiliate.
Where can I find additional information about the Fund?
Additional information is available on www.bridgewayfunds.com, including its:
-prospectus
-financial information
-holdings
-proxy voting information
(b) Not applicable
Item 2. Code of Ethics.
| | (a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”). |
| | (c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. |
| | (d) | The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in Item 2(b) of Form N-CSR. |
| | (f) | A copy of the Code of Ethics is filed as an Exhibit. |
Item 3. Audit Committee Financial Expert.
3(a)(1) The Registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.
3(a)(2) The audit committee financial expert is Miles Douglas Harper III, who is “independent” for purposes of this Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
| | (a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $147,600 for 2024 and $144,000 for 2023. |
Audit-Related Fees
| | (b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 for 2024 and $0 for 2023. |
Tax Fees
| | (c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $18,000 for 2024 and $18,000 for 2023. Tax services include the review of the Funds’ federal income tax returns, the review of the Funds’ federal excise tax returns and the review of required distributions by the Funds. |
All Other Fees
| | (d) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2024 and $0 for 2023. |
| (e)(1) | Audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
The Registrant’s Audit Committee has adopted an Audit Committee Charter that provides that the Audit Committee shall approve, prior to appointment, the engagement of the auditor to provide audit services to the Registrant and non-audit services to the Registrant, its investment advisor or any entity controlling, controlled by or under common control with the investment adviser that provides on-going services to the Registrant if the engagement relates directly to the operations and financial reporting of the Registrant.
| (e)(2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: |
No services described in paragraphs (b) through (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
| | (g) | The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2024 and $0 for 2023. |
Item 5. Audit Committee of Listed Registrants.
Item 6. Investments.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in § 210.1212 of Regulation S-X [17 CFR 210.12-12] is included in the financial statements filed under Item 7 of this Form. |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
The annual Financial Statements, and the Financial Highlights are attached herewith.
A no-load mutual fund family
| | | | |
| | Financial Statements and Other information June 30, 2024 |
| | |
| | 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 |
| | |
| TABLE OF CONTENTS | |  |
| | | | |
Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS | |  | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
COMMON STOCKS - 99.64% | | | |
| |
Communication Services - 7.22% | | | |
Alphabet, Inc., Class A | | | 20,400 | | | $ | 3,715,860 | | | |
Electronic Arts, Inc. | | | 12,000 | | | | 1,671,960 | | | |
Meta Platforms, Inc., Class A | | | 7,400 | | | | 3,731,228 | | | |
Spotify Technology SA* | | | 7,000 | | | | 2,196,530 | | | |
Verizon Communications, Inc. | | | 38,000 | | | | 1,567,120 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 12,882,698 | | | |
| |
Consumer Discretionary - 15.22% | | | |
Amazon.com, Inc.* | | | 34,000 | | | | 6,570,500 | | | |
AutoNation, Inc.* | | | 10,700 | | | | 1,705,366 | | | |
Booking Holdings, Inc. | | | 800 | | | | 3,169,200 | | | |
Dick’s Sporting Goods, Inc. | | | 5,000 | | | | 1,074,250 | | | |
eBay, Inc. | | | 25,000 | | | | 1,343,000 | | | |
Expedia Group, Inc.* | | | 7,800 | | | | 982,722 | | | |
General Motors Co. | | | 76,000 | | | | 3,530,960 | | | |
PulteGroup, Inc. | | | 14,700 | | | | 1,618,470 | | | |
Royal Caribbean Cruises, Ltd.* | | | 6,300 | | | | 1,004,409 | | | |
Tapestry, Inc. | | | 38,000 | | | | 1,626,020 | | | |
Toll Brothers, Inc. | | | 15,000 | | | | 1,727,700 | | | |
Ulta Beauty, Inc.* | | | 2,300 | | | | 887,501 | | | |
Wingstop, Inc. | | | 4,500 | | | | 1,901,970 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 27,142,068 | | | |
| | | |
Consumer Staples - 4.86% | | | | | | | | | | |
Bunge Global SA | | | 24,600 | | | | 2,626,542 | | | |
Celsius Holdings, Inc.*+ | | | 14,500 | | | | 827,805 | | | |
Costco Wholesale Corp. | | | 5,000 | | | | 4,249,950 | | | |
Kimberly-Clark Corp. | | | 7,000 | | | | 967,400 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 8,671,697 | | | |
| | | |
Energy - 5.55% | | | | | | | | | | |
Cheniere Energy, Inc. | | | 9,600 | | | | 1,678,368 | | | |
Chesapeake Energy Corp.+ | | | 8,300 | | | | 682,177 | | | |
HF Sinclair Corp. | | | 28,000 | | | | 1,493,520 | | | |
Marathon Petroleum Corp. | | | 17,000 | | | | 2,949,160 | | | |
Occidental Petroleum Corp. | | | 19,300 | | | | 1,216,479 | | | |
Valero Energy Corp. | | | 12,000 | | | | 1,881,120 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 9,900,824 | | | |
| | | |
Financials - 11.65% | | | | | | | | | | |
American Express Co. | | | 7,000 | | | | 1,620,850 | | | |
American International Group, Inc. | | | 12,000 | | | | 890,880 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Financials (continued) | | | | | | | | | | |
Ameriprise Financial, Inc. | | | 5,000 | | | $ | 2,135,950 | | | |
Apollo Global Management, Inc. | | | 7,800 | | | | 920,946 | | | |
Citizens Financial Group, Inc. | | | 26,800 | | | | 965,604 | | | |
Corebridge Financial, Inc. | | | 70,000 | | | | 2,038,400 | | | |
East West Bancorp, Inc. | | | 12,300 | | | | 900,729 | | | |
LPL Financial Holdings, Inc. | | | 8,700 | | | | 2,429,910 | | | |
Prudential Financial, Inc. | | | 15,800 | | | | 1,851,602 | | | |
Royal Bank of Canada | | | 15,700 | | | | 1,670,166 | | | |
Synchrony Financial | | | 43,300 | | | | 2,043,327 | | | |
Toast, Inc., Class A* | | | 36,000 | | | | 927,720 | | | |
U.S. Bancorp | | | 40,000 | | | | 1,588,000 | | | |
Webster Financial Corp. | | | 18,300 | | | | 797,697 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 20,781,781 | | | |
| | | |
Health Care - 11.37% | | | | | | | | | | |
Cencora, Inc. | | | 15,700 | | | | 3,537,210 | | | |
DaVita, Inc.* | | | 9,000 | | | | 1,247,130 | | | |
Hologic, Inc.* | | | 29,100 | | | | 2,160,675 | | | |
Johnson & Johnson | | | 23,000 | | | | 3,361,680 | | | |
Medpace Holdings, Inc.* | | | 3,500 | | | | 1,441,475 | | | |
Merck & Co., Inc. | | | 22,000 | | | | 2,723,600 | | | |
Molina Healthcare, Inc.* | | | 8,500 | | | | 2,527,050 | | | |
UnitedHealth Group, Inc. | | | 1,800 | | | | 916,668 | | | |
Veeva Systems, Inc., Class A* | | | 8,500 | | | | 1,555,585 | | | |
Viatris, Inc. | | | 77,000 | | | | 818,510 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 20,289,583 | | | |
| | | |
Industrials - 9.08% | | | | | | | | | | |
Automatic Data | | | | | | | | | | |
Processing, Inc. | | | 9,000 | | | | 2,148,210 | | | |
Axon Enterprise, Inc.* | | | 5,600 | | | | 1,647,744 | | | |
Builders FirstSource, Inc.* | | | 18,000 | | | | 2,491,380 | | | |
Caterpillar, Inc. | | | 4,500 | | | | 1,498,950 | | | |
EMCOR Group, Inc. | | | 7,000 | | | | 2,555,560 | | | |
Uber Technologies, Inc.* | | | 33,000 | | | | 2,398,440 | | | |
United Airlines Holdings, Inc.* | | | 19,500 | | | | 948,870 | | | |
Vertiv Holdings Co., Class A | | | 29,000 | | | | 2,510,530 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 16,199,684 | | | |
| | |
Information Technology - 29.09% | | | | | | | |
Adobe, Inc.* | | | 1,900 | | | | 1,055,526 | | | |
Amphenol Corp., Class A | | | 13,400 | | | | 902,758 | | | |
Apple, Inc. | | | 26,000 | | | | 5,476,120 | | | |
Applied Materials, Inc. | | | 11,000 | | | | 2,595,890 | | | |
| | |
| | |
| 2 | | Annual Report | June 30, 2024 |
| | | | |
Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | | | | | | | |
| Industry Company | | | | | Shares | | | Value | | | | |
| |
Common Stocks (continued) | | | | | |
| |
Information Technology (continued) | | | | | |
AppLovin Corp., Class A* | | | | 60,000 | | | $ | 4,993,200 | | | | | |
Broadcom, Inc. | | | | 1,000 | | | | 1,605,530 | | | | | |
Cadence Design Systems, Inc.* | | | | 5,900 | | | | 1,815,725 | | | | | |
Check Point Software Technologies, Ltd.* | | | | 13,000 | | | | 2,145,000 | | | | | |
Dolby Laboratories, Inc., Class A | | | | 20,000 | | | | 1,584,600 | | | | | |
Dropbox, Inc., Class A* | | | | 63,800 | | | | 1,433,586 | | | | | |
F5, Inc.* | | | | 9,500 | | | | 1,636,185 | | | | | |
Jabil, Inc. | | | | 5,800 | | | | 630,982 | | | | | |
Keysight Technologies, Inc.* | | | | 4,500 | | | | 615,375 | | | | | |
KLA Corp. | | | | 2,700 | | | | 2,226,177 | | | | | |
Microsoft Corp. | | | | 16,300 | | | | 7,285,285 | | | | | |
NetApp, Inc. | | | | 21,100 | | | | 2,717,680 | | | | | |
Nutanix, Inc., Class A* | | | | 38,000 | | | | 2,160,300 | | | | | |
NVIDIA Corp. | | | | 71,000 | | | | 8,771,340 | | | | | |
Salesforce, Inc. | | | | 3,400 | | | | 874,140 | | | | | |
VeriSign, Inc.* | | | | 7,700 | | | | 1,369,060 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | 51,894,459 | | | | | |
| | | |
Materials - 2.93% | | | | | | | | | | | | | |
CF Industries Holdings, Inc. | | | | 25,700 | | | | 1,904,884 | | | | | |
Nucor Corp. | | | | 10,300 | | | | 1,628,224 | | | | | |
Steel Dynamics, Inc. | | | | 13,000 | | | | 1,683,500 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | 5,216,608 | | | | | |
| | | |
Utilities - 2.67% | | | | | | | | | | | | | |
NRG Energy, Inc. | | | | 12,000 | | | | 934,320 | | | | | |
Vistra Corp. | | | | 44,600 | | | | 3,834,708 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | 4,769,028 | | | | | |
| | | | | | | | | | | | | | | | |
| | |
TOTAL COMMON STOCKS - 99.64% | | | | 177,748,430 | | | | | |
| | | | | | | | | | | | | | | | |
(Cost $130,222,184) | | | | | | | | | |
| | | | |
| | | Rate^ | | | Shares | | | Value | | | | |
| | |
MONEY MARKET FUND - 0.35% | | | | | | | | | |
Fidelity Investments Money Market Government Portfolio Class I | | | 5.21% | | | | 620,688 | | | | 620,688 | | | | | |
| | | | | | | | | | | | | | | | |
| | |
TOTAL MONEY MARKET FUND - 0.35% | | | | 620,688 | | | | | |
| | | | | | | | | | | | | | | | |
(Cost $620,688) | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Rate^ | | | Shares | | | Value | | | | |
| |
| INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.08% | | | | | |
Dreyfus Institutional Preferred Government Money Market Fund** | | | 5.27% | | | | 144,564 | | | $ | 144,564 | | | | | |
| | | | | | | | | | | | | | | | |
| | |
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.08% | | | | 144,564 | | | | | |
| | | | | | | | | | | | | | | | |
(Cost $144,564) | | | | | | | | | |
| | |
TOTAL INVESTMENTS - 100.07% | | | $ | 178,513,682 | | | | | |
(Cost $130,987,436) | | | | | | | | | |
Liabilities in Excess of Other Assets - (0.07%) | | | | (126,914 | ) | | | | |
| | | | | | | | | | | | | | | | |
| | | |
NET ASSETS - 100.00% | | | | | | | $ | 178,386,768 | | | | | |
| | | | | | | | | | | | | | | | |
| * | Non-income producing security. |
| ** | This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2024. |
| ^ | Rate disclosed as of June 30, 2024. |
| + | This security or a portion of the security is out on loan as of June 30, 2024. Total loaned securities had a value of $829,412 as of June 30, 2024. See Note 2 for disclosure of cash and non-cash collateral. |
| | | | |
Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Summary of inputs used to value the Fund’s investments as of 6/30/2024:
| | | | | | | | | | | | | | | | |
| | | | | | Valuation Inputs | | | | |
| | | | | | Investment in Securities (Value) | | | | |
| | | Level 1 Quoted Prices | | | Level 2 Significant Observable Inputs | | | Level 3 Significant Unobservable Inputs | | | Total | |
Common Stocks (a) | | | $177,748,430 | | | | $– | | | | $– | | | | $177,748,430 | |
Money Market Fund | | | 620,688 | | | | – | | | | – | | | | 620,688 | |
Investments Purchased With Cash Proceeds From Securities Lending | | | 144,564 | | | | – | | | | – | | | | 144,564 | |
| | | | | | | | | | | | | | | | |
TOTAL | | | $178,513,682 | | | | $– | | | | $– | | | | $178,513,682 | |
| | | | | | | | | | | | | | | | |
(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
See Notes to Financial Statements.
| | |
| | |
| 4 | | Annual Report | June 30, 2024 |
| | | | |
Ultra-Small Company Fund SCHEDULE OF INVESTMENTS | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
COMMON STOCKS - 98.53% | | | |
Communication Services - 1.79% | | | |
Arena Group Holdings, Inc. (The)* | | | 32,100 | | | $ | 24,717 | | | |
Cineverse Corp.*+ | | | 25,067 | | | | 22,310 | | | |
Cumulus Media, Inc., Class A* | | | 38,500 | | | | 78,540 | | | |
Harte Hanks, Inc.* | | | 12,746 | | | | 103,497 | | | |
Innovid Corp.* | | | 139,329 | | | | 257,759 | | | |
LiveOne, Inc.* | | | 33,700 | | | | 52,909 | | | |
Outbrain, Inc.* | | | 160,938 | | | | 801,471 | | | |
Zedge, Inc., Class B* | | | 16,700 | | | | 50,935 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 1,392,138 | | | |
| | |
Consumer Discretionary - 12.81% | | | | | | | |
1stdibs.com, Inc.* | | | 38,266 | | | | 171,814 | | | |
AMCON Distributing Co. | | | 2,180 | | | | 298,791 | | | |
American Outdoor Brands, Inc.* | | | 8,400 | | | | 75,600 | | | |
American Public | | | | | | | | | | |
Education, Inc.* | | | 35,193 | | | | 618,693 | | | |
Aterian, Inc.*+ | | | 8,860 | | | | 24,897 | | | |
BARK, Inc.*+ | | | 344,400 | | | | 623,364 | | | |
Beachbody Co., Inc. (The)* | | | 6,109 | | | | 51,499 | | | |
Cato Corp. (The), Class A+ | | | 32,000 | | | | 177,280 | | | |
Conn’s, Inc.* | | | 38,000 | | | | 41,990 | | | |
Container Store Group, Inc. (The)* | | | 150,500 | | | | 81,270 | | | |
Duluth Holdings, Inc., Class B* | | | 10,000 | | | | 36,900 | | | |
Educational Development Corp.* | | | 55,700 | | | | 105,273 | | | |
Envela Corp.* | | | 10,000 | | | | 44,900 | | | |
Full House Resorts, Inc.* | | | 22,300 | | | | 111,500 | | | |
GAN, Ltd.* | | | 640,289 | | | | 944,426 | | | |
JAKKS Pacific, Inc.* | | | 13,200 | | | | 236,412 | | | |
Kandi Technologies Group, Inc.* | | | 387,548 | | | | 848,730 | | | |
Lands’ End, Inc.* | | | 2,900 | | | | 39,411 | | | |
Lazydays Holdings, Inc.*+ | | | 11,500 | | | | 29,210 | | | |
Lifetime Brands, Inc. | | | 20,000 | | | | 171,800 | | | |
Lincoln Educational | | | | | | | | | | |
Services Corp.* | | | 27,679 | | | | 328,273 | | | |
Live Ventures, Inc.* | | | 11,902 | | | | 270,056 | | | |
Nathan’s Famous, Inc. | | | 700 | | | | 47,446 | | | |
RealReal, Inc. (The)*+ | | | 947,000 | | | | 3,020,930 | | | |
Regis Corp.*+ | | | 9,000 | | | | 207,000 | | | |
Rocky Brands, Inc. | | | 9,000 | | | | 332,640 | | | |
RumbleON, Inc., Class B* | | | 32,631 | | | | 133,787 | | | |
ThredUp, Inc., Class A* | | | 129,400 | | | | 219,980 | | | |
Tilly’s, Inc., Class A* | | | 36,888 | | | | 222,435 | | | |
Universal Electronics, Inc.* | | | 35,245 | | | | 409,547 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | |
Consumer Discretionary (continued) | | | | | | | |
Vacasa, Inc., Class A*+ | | | 7,900 | | | $ | 38,473 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 9,964,327 | | | |
| | | |
Consumer Staples - 1.65% | | | | | | | | | | |
Farmer Bros Co.* | | | 16,300 | | | | 43,684 | | | |
Lifevantage Corp. | | | 31,906 | | | | 204,836 | | | |
Lifeway Foods, Inc.* | | | 28,538 | | | | 364,430 | | | |
Mama’s Creations, Inc.* | | | 22,467 | | | | 151,428 | | | |
Mannatech, Inc. | | | 23,388 | | | | 163,950 | | | |
Natural Alternatives International, Inc.* | | | 50,300 | | | | 302,806 | | | |
Natural Health Trends Corp. | | | 7,600 | | | | 53,960 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 1,285,094 | | | |
| | | |
Energy - 9.38% | | | | | | | | | | |
Amplify Energy Corp.*+ | | | 255,300 | | | | 1,730,934 | | | |
Barnwell Industries, Inc. | | | 80,030 | | | | 188,071 | | | |
DMC Global, Inc.*+ | | | 10,900 | | | | 157,178 | | | |
Epsilon Energy, Ltd. | | | 225,397 | | | | 1,228,414 | | | |
Evolution Petroleum Corp. | | | 19,033 | | | | 100,304 | | | |
FutureFuel Corp. | | | 114,200 | | | | 585,846 | | | |
Geospace Technologies Corp.* | | | 5,800 | | | | 52,084 | | | |
Gran Tierra Energy, Inc.* | | | 117,593 | | | | 1,137,124 | | | |
Hallador Energy Co.* | | | 51,100 | | | | 397,047 | | | |
Independence Contract Drilling, Inc.* | | | 19,380 | | | | 25,194 | | | |
KLX Energy Services Holdings, Inc.*+ | | | 72,172 | | | | 357,251 | | | |
NCS Multistage Holdings, Inc.* | | | 700 | | | | 11,746 | | | |
PHX Minerals, Inc. | | | 22,880 | | | | 74,589 | | | |
PrimeEnergy Resources Corp.* | | | 4,300 | | | | 457,305 | | | |
Ranger Energy Services, Inc. | | | 69,156 | | | | 727,521 | | | |
Smart Sand, Inc.* | | | 30,618 | | | | 64,604 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 7,295,212 | | | |
| | | |
Financials - 18.91% | | | | | | | | | | |
ACRES Commercial Realty Corp.* | | | 3,800 | | | | 48,488 | | | |
AG Mortgage Investment Trust, Inc. | | | 104,126 | | | | 691,397 | | | |
AmeriServ Financial, Inc. | | | 15,000 | | | | 33,900 | | | |
Ames National Corp. | | | 16,500 | | | | 338,085 | | | |
Atlantic American Corp. | | | 72,906 | | | | 123,211 | | | |
Bank of Marin Bancorp | | | 26,566 | | | | 430,104 | | | |
| | | | |
Ultra-Small Company Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Financials (continued) | | | |
Bankwell Financial Group, Inc. | | | 2,200 | | | $ | 55,814 | | | |
BayCom Corp. | | | 3,900 | | | | 79,365 | | | |
California BanCorp* | | | 1,900 | | | | 40,850 | | | |
CF Bankshares, Inc. | | | 4,800 | | | | 90,048 | | | |
Chemung Financial Corp. | | | 15,750 | | | | 756,000 | | | |
Citizens & Northern Corp. | | | 3,500 | | | | 62,615 | | | |
Citizens Community Bancorp, Inc. | | | 42,700 | | | | 494,039 | | | |
Codorus Valley Bancorp, Inc. | | | 15,127 | | | | 363,653 | | | |
Colony Bankcorp, Inc. | | | 5,865 | | | | 71,846 | | | |
Community West Bancshares | | | 31,771 | | | | 587,764 | | | |
Consumer Portfolio Services, Inc.*+ | | | 38,859 | | | | 380,818 | | | |
Evans Bancorp, Inc.+ | | | 6,365 | | | | 178,920 | | | |
Finward Bancorp | | | 1,442 | | | | 35,358 | | | |
Finwise Bancorp* | | | 9,700 | | | | 99,037 | | | |
First Community Corp. | | | 10,637 | | | | 183,488 | | | |
FS Bancorp, Inc. | | | 9,871 | | | | 359,798 | | | |
FVCBankcorp, Inc.*+ | | | 53,165 | | | | 580,562 | | | |
Investar Holding Corp. | | | 23,165 | | | | 356,741 | | | |
Katapult Holdings, Inc.* | | | 3,300 | | | | 55,473 | | | |
LCNB Corp.+ | | | 17,792 | | | | 247,487 | | | |
Manhattan Bridge Capital, Inc. | | | 15,216 | | | | 78,210 | | | |
Medallion Financial Corp. | | | 46,659 | | | | 358,341 | | | |
Meridian Corp. | | | 9,843 | | | | 103,548 | | | |
MVB Financial Corp. | | | 13,200 | | | | 246,048 | | | |
National Bankshares, Inc. | | | 4,137 | | | | 116,994 | | | |
Northeast Community Bancorp, Inc. | | | 5,467 | | | | 97,422 | | | |
Northrim BanCorp, Inc. | | | 2,400 | | | | 138,336 | | | |
Norwood Financial Corp. | | | 4,414 | | | | 112,027 | | | |
Oak Valley Bancorp | | | 32,464 | | | | 810,626 | | | |
OP Bancorp | | | 44,550 | | | | 427,235 | | | |
Orrstown Financial Services, Inc.+ | | | 1,700 | | | | 46,512 | | | |
Parke Bancorp, Inc. | | | 11,568 | | | | 201,283 | | | |
Paysign, Inc.* | | | 111,070 | | | | 478,712 | | | |
PCB Bancorp | | | 3,100 | | | | 50,468 | | | |
Peoples Bancorp of North Carolina, Inc. | | | 7,200 | | | | 210,240 | | | |
Plumas Bancorp | | | 1,551 | | | | 55,805 | | | |
Portman Ridge Finance Corp. | | | 11,300 | | | | 221,706 | | | |
Primis Financial Corp. | | | 67,900 | | | | 711,592 | | | |
Princeton Bancorp, Inc. | | | 14,473 | | | | 479,056 | | | |
Sachem Capital Corp. | | | 64,200 | | | | 166,278 | | | |
Security National Financial Corp., Class A* | | | 150,184 | | | | 1,199,970 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Financials (continued) | | | | | | | | | | |
Southern States Bancshares, Inc. | | | 1,700 | | | $ | 46,138 | | | |
Third Coast Bancshares, Inc.* | | | 32,159 | | | | 684,022 | | | |
Timberland Bancorp, Inc. | | | 19,071 | | | | 516,633 | | | |
US Global Investors, Inc., Class A | | | 3,753 | | | | 9,795 | | | |
Virginia National Bankshares Corp. | | | 10,208 | | | | 334,823 | | | |
William Penn Bancorp | | | 5,200 | | | | 59,280 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 14,705,961 | | | |
| | | |
Health Care - 25.22% | | | | | | | | | | |
American Shared Hospital Services* | | | 209,067 | | | | 667,969 | | | |
Athira Pharma, Inc.* | | | 21,893 | | | | 58,016 | | | |
Avita Medical, Inc.*+ | | | 3,900 | | | | 30,888 | | | |
CareCloud, Inc.* | | | 130,151 | | | | 249,890 | | | |
Chimerix, Inc.* | | | 860,124 | | | | 753,469 | | | |
ClearPoint Neuro, Inc.* | | | 66,992 | | | | 361,087 | | | |
Co.-Diagnostics, Inc.*+ | | | 272,900 | | | | 341,125 | | | |
Codexis, Inc.* | | | 36,400 | | | | 112,840 | | | |
Context Therapeutics, Inc.*+ | | | 41,469 | | | | 83,145 | | | |
Cumberland Pharmaceuticals, Inc.*# | | | 233,068 | | | | 356,594 | | | |
CytomX Therapeutics, Inc.* | | | 180,624 | | | | 220,361 | | | |
Design Therapeutics, Inc.* | | | 89,700 | | | | 300,495 | | | |
Dominari Holdings, Inc.* | | | 20,500 | | | | 38,335 | | | |
Electromed, Inc.* | | | 56,763 | | | | 853,148 | | | |
Eledon Pharmaceuticals, Inc.* | | | 33,400 | | | | 88,176 | | | |
Eton Pharmaceuticals, Inc.*+ | | | 178,762 | | | | 588,127 | | | |
EyePoint Pharmaceuticals, Inc.* | | | 48,000 | | | | 417,600 | | | |
FONAR Corp.* | | | 30,100 | | | | 481,600 | | | |
G1 Therapeutics, Inc.* | | | 228,043 | | | | 519,938 | | | |
Generation Bio Co.* | | | 174,000 | | | | 490,680 | | | |
Harvard Bioscience, Inc.* | | | 75,483 | | | | 215,127 | | | |
iCAD, Inc.* | | | 74,600 | | | | 96,980 | | | |
Inogen, Inc.* | | | 49,834 | | | | 405,150 | | | |
Invivyd, Inc.* | | | 211,800 | | | | 232,980 | | | |
Joint Corp. (The)* | | | 4,200 | | | | 59,052 | | | |
Kewaunee Scientific Corp.* | | | 6,900 | | | | 325,680 | | | |
Kronos Bio, Inc.* | | | 77,475 | | | | 96,069 | | | |
LifeMD, Inc.* | | | 136,257 | | | | 934,723 | | | |
Lineage Cell Therapeutics, Inc.*+ | | | 324,200 | | | | 323,325 | | | |
MEI Pharma, Inc. | | | 26,869 | | | | 78,189 | | | |
| | |
| | |
| 6 | | Annual Report | June 30, 2024 |
| | | | |
Ultra-Small Company Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Health Care (continued) | | | | | | | | | | |
Mersana Therapeutics, Inc.* | | | 475,500 | | | $ | 955,755 | | | |
Milestone Scientific, Inc.* | | | 243,700 | | | | 166,520 | | | |
Nkarta, Inc.* | | | 149,467 | | | | 883,350 | | | |
Ocuphire Pharma, Inc.*+ | | | 44,036 | | | | 67,375 | | | |
OptimizeRx Corp.* | | | 154,100 | | | | 1,541,000 | | | |
Palisade Bio, Inc.* | | | 4,104 | | | | 18,632 | | | |
Passage Bio, Inc.*+ | | | 416,042 | | | | 330,421 | | | |
Phio Pharmaceuticals Corp.* | | | 23,486 | | | | 16,412 | | | |
Prelude Therapeutics, Inc.* | | | 29,000 | | | | 110,490 | | | |
Pro-Dex, Inc.* | | | 1,700 | | | | 33,388 | | | |
ProPhase Labs, Inc.*+ | | | 14,289 | | | | 59,728 | | | |
Pulmatrix, Inc.* | | | 9,700 | | | | 18,721 | | | |
Pyxis Oncology, Inc.* | | | 115,900 | | | | 383,629 | | | |
Quince Therapeutics, Inc.* | | | 33,495 | | | | 25,121 | | | |
Relmada Therapeutics, Inc.* | | | 100,177 | | | | 300,531 | | | |
Retractable Technologies, Inc.* | | | 66,434 | | | | 71,749 | | | |
Rigel Pharmaceuticals, Inc.* | | | 16,920 | | | | 139,082 | | | |
scPharmaceuticals, Inc.*+ | | | 85,000 | | | | 369,750 | | | |
Seer, Inc.* | | | 243,243 | | | | 408,648 | | | |
Semler Scientific, Inc.*+ | | | 20,676 | | | | 711,254 | | | |
Spyre Therapeutics, Inc.*+ | | | 36,100 | | | | 848,711 | | | |
SunLink Health Systems, Inc.* | | | 192,800 | | | | 154,240 | | | |
Sutro Biopharma, Inc.* | | | 105,500 | | | | 309,115 | | | |
Tectonic Therapeutic, Inc.* | | | 11,783 | | | | 194,066 | | | |
Tourmaline Bio, Inc. | | | 15,267 | | | | 196,334 | | | |
Vanda Pharmaceuticals, Inc.* | | | 46,100 | | | | 260,465 | | | |
Werewolf Therapeutics, Inc.* | | | 3,000 | | | | 7,320 | | | |
XBiotech, Inc.* | | | 65,041 | | | | 334,311 | | | |
Y-mAbs Therapeutics, Inc.*+ | | | 76,000 | | | | 918,080 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 19,614,956 | | | |
| | | |
Industrials - 9.70% | | | | | | | | | | |
Acme United Corp. | | | 13,785 | | | | 483,440 | | | |
American Superconductor Corp.* | | | 98,500 | | | | 2,303,915 | | | |
ARC Document Solutions, Inc. | | | 192,150 | | | | 507,276 | | | |
Asure Software, Inc.* | | | 22,900 | | | | 192,360 | | | |
Avalon Holdings Corp., Class A* | | | 14,700 | | | | 32,340 | | | |
Byrna Technologies, Inc.* | | | 61,771 | | | | 616,475 | | | |
DLH Holdings Corp.* | | | 83,220 | | | | 878,803 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Industrials (continued) | | | | | | | | | | |
Gencor Industries, Inc.* | | | 8,500 | | | $ | 164,390 | | | |
Graham Corp.* | | | 13,500 | | | | 380,160 | | | |
Hudson Global, Inc.* | | | 10,958 | | | | 182,012 | | | |
Hydrofarm Holdings Group, Inc.* | | | 79,700 | | | | 54,993 | | | |
L B Foster Co., Class A* | | | 9,056 | | | | 194,885 | | | |
Mastech Digital, Inc.* | | | 13,697 | | | | 102,728 | | | |
Matrix Service Co.* | | | 12,800 | | | | 127,104 | | | |
Novusterra, Inc.*Δ#+ | | | 25,745 | | | | 515 | | | |
Perma-Fix Environmental Services, Inc.*+ | | | 22,100 | | | | 223,873 | | | |
Pioneer Power Solutions, Inc.* | | | 39,200 | | | | 155,624 | | | |
Quad/Graphics, Inc. | | | 39,700 | | | | 216,365 | | | |
Quest Resource Holding Corp.* | | | 9,700 | | | | 85,360 | | | |
Radiant Logistics, Inc.* | | | 5,700 | | | | 32,433 | | | |
Skillsoft Corp.*+ | | | 10,162 | | | | 140,540 | | | |
Spire Global, Inc.*+ | | | 6,307 | | | | 68,368 | | | |
Steel Connect, Inc.* | | | 4,114 | | | | 52,824 | | | |
Taylor Devices, Inc.*+ | | | 1,000 | | | | 44,980 | | | |
Twin Disc, Inc. | | | 4,401 | | | | 51,844 | | | |
Virco Mfg. Corp.+ | | | 17,600 | | | | 245,344 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 7,538,951 | | | |
| | | |
Information Technology - 9.25% | | | | | | | | | | |
Airgain, Inc.* | | | 17,200 | | | | 103,888 | | | |
Applied Optoelectronics, Inc.*+ | | | 39,300 | | | | 325,797 | | | |
Astrotech Corp.*+ | | | 4,700 | | | | 42,676 | | | |
AudioEye, Inc.* | | | 663 | | | | 11,675 | | | |
ClearOne, Inc. | | | 53,600 | | | | 34,845 | | | |
Coda Octopus Group, Inc.* | | | 2,900 | | | | 17,473 | | | |
Consensus Cloud Solutions, Inc.* | | | 45,300 | | | | 778,254 | | | |
eGain Corp.* | | | 23,200 | | | | 146,392 | | | |
Immersion Corp. | | | 12,732 | | | | 119,808 | | | |
Issuer Direct Corp.* | | | 5,268 | | | | 41,327 | | | |
Iteris, Inc.* | | | 26,445 | | | | 114,507 | | | |
Key Tronic Corp.* | | | 18,100 | | | | 73,305 | | | |
Lantronix, Inc.* | | | 15,200 | | | | 53,960 | | | |
Magnachip Semiconductor Corp.* | | | 243,200 | | | | 1,184,384 | | | |
Marin Software, Inc.*+ | | | 12,300 | | | | 28,905 | | | |
Mind CTI, Ltd. | | | 5,600 | | | | 10,416 | | | |
Neonode, Inc.* | | | 25,123 | | | | 52,005 | | | |
Next Technology Holding, Inc.* | | | 32,163 | | | | 141,196 | | | |
Porch Group, Inc.* | | | 155,233 | | | | 234,402 | | | |
Quantum Corp.* | | | 84,800 | | | | 34,692 | | | |
| | | | |
Ultra-Small Company Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Information Technology (continued) | | | | | | | |
Red Violet, Inc.* | | | 6,700 | | | $ | 170,180 | | | |
Rekor Systems, Inc.*+ | | | 106,400 | | | | 164,920 | | | |
ReposiTrak, Inc.+ | | | 49,427 | | | | 755,739 | | | |
RF Industries, Ltd.* | | | 29,696 | | | | 103,639 | | | |
Richardson Electronics, Ltd. | | | 13,500 | | | | 160,515 | | | |
Rimini Street, Inc.*+ | | | 273,500 | | | | 839,645 | | | |
SigmaTron International, Inc.* | | | 70,800 | | | | 395,772 | | | |
Synchronoss | | | | | | | | | | |
Technologies, Inc.* | | | 23,518 | | | | 218,717 | | | |
Taitron Components, Inc., | | | | | | | | | | |
Class A | | | 68,200 | | | | 180,730 | | | |
Telos Corp.* | | | 56,800 | | | | 228,336 | | | |
TSR, Inc.* | | | 5,328 | | | | 71,395 | | | |
Universal Security | | | | | | | | | | |
Instruments, Inc.* | | | 89,980 | | | | 144,769 | | | |
Upland Software, Inc.* | | | 39,100 | | | | 97,359 | | | |
WM Technology, Inc.* | | | 36,600 | | | | 38,064 | | | |
Wrap Technologies, Inc.*+ | | | 38,400 | | | | 76,800 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 7,196,487 | | | |
Materials - 5.68% | | | | | | | | | | |
Ampco-Pittsburgh Corp.* | | | 58,032 | | | | 44,685 | | | |
Arq, Inc.* | | | 296,164 | | | | 1,797,715 | | | |
Ascent Industries Co.* | | | 6,700 | | | | 65,392 | | | |
Flexible Solutions International, Inc. | | | 55,300 | | | | 96,775 | | | |
Friedman Industries, Inc. | | | 73,121 | | | | 1,104,127 | | | |
Gulf Resources, Inc.* | | | 81,460 | | | | 83,904 | | | |
Northern Technologies International Corp. | | | 252 | | | | 4,173 | | | |
Rayonier Advanced Materials, Inc.* | | | 223,900 | | | | 1,218,016 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 4,414,787 | | | |
Real Estate - 3.49% | | | | | | | | | | |
Alpine Income Property | | | | | | | | | | |
Trust, Inc. | | | 67,794 | | | | 1,054,875 | | | |
AMREP Corp.* | | | 28,100 | | | | 531,371 | | | |
Clipper Realty, Inc. | | | 33,563 | | | | 121,162 | | | |
Douglas Elliman, Inc.* | | | 865,016 | | | | 1,003,419 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 2,710,827 | | | |
Utilities - 0.65% | | | | | | | | | | |
Cadiz, Inc.*+ | | | 112,200 | | | | 346,698 | | | |
| | | | | | | | | | | | | | |
| Industry Company | | | | | Shares | | | Value | | | |
| | | |
Utilities (continued) | | | | | | | | | | | |
Spruce Power Holding Corp.* | | | | 42,962 | | | $ | 156,811 | | | |
| | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | 503,509 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL COMMON STOCKS - 98.53% | | | | 76,622,249 | | | |
| | | | | | | | | | | | | | |
(Cost $76,439,990) | | | | | | | | | | | |
| | |
RIGHTS - 0.00% | | | | | | | |
AVROBIO, Inc., CVR*Δ#+++ | | | | 11,783 | | | | – | | | |
Enliven Therapeutics, Inc., CVR*Δ#+++ | | | | 18,900 | | | | – | | | |
| | | | | | | | | | | | | | |
| | | | |
TOTAL RIGHTS - 0.00% | | | | | | | | | | | – | | | |
| | | | | | | | | | | | | | |
(Cost $ – ) | | | | | | | | | | | | | | |
| | |
WARRANTS - 0.00% | | | | | | | |
Imperalis Holding Corp., expiring 04/13/28* | | | | 258,500 | | | | 284 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL WARRANTS - 0.00% | | | | 284 | | | |
| | | | | | | | | | | | | | |
(Cost $ – ) | | | | | | | | | | | | | | |
| | | | |
| | | Rate^ | | | Shares | | | Value | | | |
| | |
MONEY MARKET FUND - 1.66% | | | | | | | |
Fidelity Investments Money Market Government Portfolio Class I | | | 5.21 | % | | | 1,294,323 | | | | 1,294,323 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL MONEY MARKET FUND - 1.66% | | | | 1,294,323 | | | |
| | | | | | | | | | | | | | |
(Cost $1,294,323) | | | | | | | | | | | | | | |
| |
| INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 7.92% | | | |
Dreyfus Institutional Preferred Government Money Market Fund** | | | 5.27 | % | | | 6,157,502 | | | | 6,157,502 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 7.92% | | | | 6,157,502 | | | |
| | | | | | | | | | | | | | |
(Cost $6,157,502) | | | | | | | |
| | |
TOTAL INVESTMENTS - 108.11% | | | $ | 84,074,358 | | | |
(Cost $83,891,815) | | | | | | | | | | | | | | |
| | |
Liabilities in Excess of Other Assets - (8.11%) | | | | (6,309,378 | ) | | |
| | | | | | | | | | | | | | |
| | |
NET ASSETS - 100.00% | | | $ | 77,764,980 | | | |
| | | | | | | | | | | | | | |
| | |
| | |
| 8 | | Annual Report | June 30, 2024 |
| | | | |
Ultra-Small Company Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | |
| | | |
# Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $357,109, which is 0.46% 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 June 30, 2024. ^ Rate disclosed as of June 30, 2024. + This security or a portion of the security is out on loan as of June 30, 2024. Total loaned securities had a value of $7,795,525 as of June 30, 2024. See Note 2 for disclosure of cash and non-cash collateral. +++ No stated maturity date. CVR - Contingent Value Right | | |
| | | | |
Ultra-Small Company Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Summary of inputs used to value the Fund’s investments as of 6/30/2024:
| | | | | | | | | | | | | | | | |
| | | Valuation Inputs | |
| |
| | | Investment in Securities (Value) | |
| |
| | | Level 1 Quoted Prices | | | Level 2 Significant Observable Inputs | | | Level 3 Significant Unobservable Inputs | | | Total | |
| |
Common Stocks | | | | | | | | | | | | | | | | |
Industrials | | | $7,538,436 | | | | $– | | | | $515 | | | | $7,538,951 | |
Consumer Discretionary | | | 9,665,536 | | | | 298,791 | | | | – | | | | 9,964,327 | |
Other Industries (a) | | | 59,118,971 | | | | – | | | | – | | | | 59,118,971 | |
| | | | | | | | | | | | | | | | |
Total Common Stocks | | | 76,322,943 | | | | 298,791 | | | | 515 | | | | 76,622,249 | |
Rights | | | – | | | | – | | | | 0 | | | | 0 | |
Warrants | | | 284 | | | | – | | | | – | | | | 284 | |
Money Market Fund | | | 1,294,323 | | | | – | | | | – | | | | 1,294,323 | |
Investments Purchased With Cash Proceeds From Securities Lending | | | 6,157,502 | | | | – | | | | – | | | | 6,157,502 | |
| | | | | | | | | | | | | | | | |
TOTAL | | | $83,775,052 | | | | $298,791 | | | | $515 | | | | $84,074,358 | |
| | | | | | | | | | | | | | | | |
(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 | | $ | – | | | $ | 0 | | | $ | – | |
Purchases/Issuances | | | 515 | | | | – | | | | 515 | |
Sales/Expirations | | | – | | | | – | | | | – | |
Return of Capital | | | – | | | | – | | | | – | |
Realized Gain/(Loss) | | | – | | | | – | | | | – | |
Change in unrealized Appreciation/(Depreciation) | | | – | | | | – | | | | – | |
Transfers in | | | – | | | | – | | | | – | |
Transfers out | | | – | | | | – | | | | – | |
| | | | |
Balance as of 06/30/2024 | | $ | 515 | | | $ | 0 | | | $ | 515 | |
| | | | |
Net change in unrealized Appreciation/(Depreciation) from investments held as of 06/30/2024 | | $ | – | | | $ | – | | | $ | – | |
| | | | |
See Notes to Financial Statements.
| | |
| | |
| 10 | | Annual Report | June 30, 2024 |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
COMMON STOCKS - 99.71% | | | |
Communication Services - 3.60% | | | |
Arena Group Holdings, Inc. (The)* | | | 59,100 | | | $ | 45,507 | | | |
Beasley Broadcast Group, Inc., Class A* | | | 88,225 | | | | 58,008 | | | |
comScore, Inc.* | | | 12,635 | | | | 179,291 | | | |
Cumulus Media, Inc., Class A* | | | 45,000 | | | | 91,800 | | | |
DHI Group, Inc.* | | | 119,600 | | | | 249,964 | | | |
Entravision Communications Corp., Class A | | | 168,000 | | | | 341,040 | | | |
EverQuote, Inc., Class A* | | | 15,000 | | | | 312,900 | | | |
EW Scripps Co. (The), Class A* | | | 150,000 | | | | 471,000 | | | |
Gaia, Inc.* | | | 43,400 | | | | 191,394 | | | |
Harte Hanks, Inc.* | | | 20,000 | | | | 162,400 | | | |
iHeartMedia, Inc., Class A* | | | 225,000 | | | | 245,250 | | | |
Innovid Corp.* | | | 406,000 | | | | 751,100 | | | |
Kartoon Studios, Inc.*+ | | | 80,400 | | | | 82,812 | | | |
KORE Group Holdings, Inc.* | | | 248,700 | | | | 105,424 | | | |
Lee Enterprises, Inc.* | | | 12,100 | | | | 134,431 | | | |
Marchex, Inc., Class B* | | | 124,500 | | | | 191,730 | | | |
Moving Image Technologies, Inc.* | | | 20,300 | | | | 12,635 | | | |
NII Holdings Escrow*Δ# | | | 287,700 | | | | 69,048 | | | |
Outbrain, Inc.* | | | 132,900 | | | | 661,842 | | | |
PSQ Holdings, Inc.*+ | | | 22,000 | | | | 82,940 | | | |
Saga Communications, Inc., Class A | | | 22,216 | | | | 349,902 | | | |
System1, Inc.* | | | 119,300 | | | | 181,336 | | | |
Townsquare Media, Inc., Class A | | | 52,700 | | | | 577,592 | | | |
Travelzoo* | | | 40,443 | | | | 306,962 | | | |
TrueCar, Inc.* | | | 21,600 | | | | 67,608 | | | |
Zedge, Inc., Class B* | | | 33,780 | | | | 103,029 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 6,026,945 | | | |
| |
Consumer Discretionary - 14.23% | | | |
1stdibs.com, Inc.* | | | 103,000 | | | | 462,470 | | | |
Aaron’s Co., Inc. (The) | | | 74,700 | | | | 745,506 | | | |
Allurion Technologies, Inc.*+ | | | 50,000 | | | | 49,880 | | | |
AMCON Distributing Co. | | | 1,900 | | | | 260,414 | | | |
American Outdoor Brands, Inc.* | | | 35,007 | | | | 315,063 | | | |
American Public Education, Inc.* | | | 41,000 | | | | 720,780 | | | |
Ark Restaurants Corp. | | | 14,500 | | | | 188,645 | | | |
BARK, Inc.*+ | | | 393,235 | | | | 711,755 | | | |
Bassett Furniture Industries, Inc. | | | 18,644 | | | | 264,931 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Consumer Discretionary (continued) | | | |
Big 5 Sporting Goods Corp.+ | | | 65,000 | | | $ | 192,400 | | | |
Big Lots, Inc.*+ | | | 70,000 | | | | 121,100 | | | |
Brilliant Earth Group, Inc., Class A* | | | 22,800 | | | | 50,616 | | | |
Canterbury Park Holding Corp. | | | 11,689 | | | | 255,288 | | | |
CarParts.com, Inc.* | | | 192,800 | | | | 192,800 | | | |
Cato Corp. (The), Class A | | | 42,000 | | | | 232,680 | | | |
Citi Trends, Inc.*+ | | | 24,200 | | | | 514,492 | | | |
Clarus Corp. | | | 85,000 | | | | 572,050 | | | |
Conn’s, Inc.* | | | 33,600 | | | | 37,128 | | | |
Container Store Group, Inc. (The)* | | | 77,800 | | | | 42,012 | | | |
ContextLogic, Inc., Class A*+ | | | 38,700 | | | | 220,977 | | | |
Cooper-Standard Holdings, Inc.* | | | 32,500 | | | | 404,300 | | | |
Culp, Inc.* | | | 28,000 | | | | 125,440 | | | |
Delta Apparel, Inc.* | | | 20,588 | | | | 11,941 | | | |
Destination XL Group, Inc.* | | | 127,500 | | | | 464,100 | | | |
Dixie Group, Inc. (The)* | | | 117,000 | | | | 76,635 | | | |
Duluth Holdings, Inc., Class B*+ | | | 85,287 | | | | 314,709 | | | |
Educational Development Corp.* | | | 16,400 | | | | 30,996 | | | |
Emerson Radio Corp.* | | | 72,100 | | | | 42,539 | | | |
Envela Corp.* | | | 77,400 | | | | 347,526 | | | |
Escalade, Inc. | | | 34,508 | | | | 475,865 | | | |
Flanigan’s Enterprises, Inc. | | | 7,000 | | | | 188,160 | | | |
Flexsteel Industries, Inc. | | | 14,900 | | | | 462,794 | | | |
Fossil Group, Inc.* | | | 110,000 | | | | 158,400 | | | |
GoPro, Inc., Class A* | | | 275,000 | | | | 390,500 | | | |
Groupon, Inc.* | | | 14,446 | | | | 221,024 | | | |
Grove Collaborative Holdings*+ | | | 87,025 | | | | 154,034 | | | |
Hamilton Beach Brands Holding Co., Class A | | | 18,000 | | | | 309,420 | | | |
Hooker Furnishings Corp. | | | 26,864 | | | | 388,991 | | | |
Inspirato, Inc.*+ | | | 9,250 | | | | 32,375 | | | |
iRobot Corp.*+ | | | 50,000 | | | | 455,500 | | | |
J Jill, Inc. | | | 18,400 | | | | 643,448 | | | |
JAKKS Pacific, Inc.* | | | 21,090 | | | | 377,722 | | | |
Kandi Technologies Group, Inc.* | | | 141,700 | | | | 310,323 | | | |
Kirkland’s, Inc.*+ | | | 28,500 | | | | 46,455 | | | |
Lakeland Industries, Inc. | | | 23,457 | | | | 538,104 | | | |
Lifetime Brands, Inc. | | | 59,200 | | | | 508,528 | | | |
LL Flooring Holdings, Inc.* | | | 45,000 | | | | 64,350 | | | |
Lottery.com, Inc.* | | | 200 | | | | 184 | | | |
Lulu’s Fashion Lounge Holdings, Inc.* | | | 100,900 | | | | 186,665 | | | |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Common Stocks (continued) | | | |
Consumer Discretionary (continued) | | | |
Mondee Holdings, Inc.* | | | 9,900 | | | $ | 23,760 | | | |
Motorcar Parts of America, Inc.* | | | 49,053 | | | | 302,657 | | | |
Nathan’s Famous, Inc. | | | 5,200 | | | | 352,456 | | | |
Noodles & Co.* | | | 79,600 | | | | 125,768 | | | |
PetMed Express, Inc.+ | | | 20,000 | | | | 81,000 | | | |
Purple Innovation, Inc.* | | | 295,000 | | | | 306,800 | | | |
RealReal, Inc. (The)*+ | | | 225,100 | | | | 718,069 | | | |
Red Robin Gourmet Burgers, Inc.*+ | | | 33,100 | | | | 250,567 | | | |
Rocky Brands, Inc. | | | 23,200 | | | | 857,472 | | | |
Solo Brands, Inc., Class A* | | | 145,000 | | | | 330,600 | | | |
Sonder Holdings, Inc.*+ | | | 60,000 | | | | 277,800 | | | |
Sportsman’s Warehouse Holdings, Inc.* | | | 82,700 | | | | 199,307 | | | |
Stitch Fix, Inc., Class A* | | | 168,500 | | | | 699,275 | | | |
Strattec Security Corp.* | | | 11,100 | | | | 277,500 | | | |
Superior Group of Cos., Inc. | | | 57,700 | | | | 1,091,107 | | | |
Superior Industries International, Inc.* | | | 102,500 | | | | 333,125 | | | |
Sypris Solutions, Inc.* | | | 59,404 | | | | 114,056 | | | |
ThredUp, Inc., Class A* | | | 205,000 | | | | 348,500 | | | |
Tilly’s, Inc., Class A* | | | 84,300 | | | | 508,329 | | | |
Tupperware Brands Corp.*+ | | | 125,000 | | | | 175,000 | | | |
Unifi, Inc.* | | | 60,000 | | | | 353,400 | | | |
United Homes Group, Inc.* | | | 15,000 | | | | 85,350 | | | |
Universal Electronics, Inc.* | | | 31,900 | | | | 370,678 | | | |
Vacasa, Inc., Class A*+ | | | 22,500 | | | | 109,575 | | | |
Vera Bradley, Inc.* | | | 93,700 | | | | 586,562 | | | |
Vince Holding Corp.* | | | 51,263 | | | | 70,743 | | | |
VOXX International Corp.*+ | | | 60,400 | | | | 190,864 | | | |
Vroom, Inc.* | | | 1,250 | | | | 11,650 | | | |
Wag! Group Co.*+ | | | 97,000 | | | | 155,200 | | | |
Weyco Group, Inc. | | | 16,000 | | | | 485,120 | | | |
WW International, Inc.* | | | 137,500 | | | | 160,875 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 23,835,180 | | | |
| |
Consumer Staples - 2.38% | | | |
Alico, Inc. | | | 24,550 | | | | 636,091 | | | |
Bridgford Foods Corp.*+ | | | 21,900 | | | | 219,876 | | | |
Farmer Bros Co.* | | | 54,900 | | | | 147,132 | | | |
Honest Co., Inc. (The)* | | | 262,000 | | | | 765,040 | | | |
Laird Superfood, Inc.* | | | 15,000 | | | | 84,300 | | | |
Lifeway Foods, Inc.*+ | | | 37,401 | | | | 477,611 | | | |
Limoneira Co. | | | 11,400 | | | | 237,234 | | | |
Local Bounti Corp.* | | | 16,538 | | | | 46,141 | | | |
Mannatech, Inc. | | | 8,300 | | | | 58,183 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Consumer Staples (continued) | | | |
Natural Alternatives International, Inc.* | | | 31,610 | | | $ | 190,292 | | | |
Natural Grocers by Vitamin Cottage, Inc. | | | 9,200 | | | | 195,040 | | | |
Real Good Food Co., Inc. (The)* | | | 50,000 | | | | 25,010 | | | |
Rocky Mountain Chocolate Factory, Inc.* | | | 36,500 | | | | 80,300 | | | |
Splash Beverage Group, Inc.* | | | 127,300 | | | | 29,279 | | | |
United-Guardian, Inc. | | | 13,466 | | | | 120,386 | | | |
Village Super Market, Inc., Class A | | | 23,000 | | | | 607,430 | | | |
Zevia PBC, Class A* | | | 90,000 | | | | 60,768 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 3,980,113 | | | |
| |
Energy - 4.90% | | | |
Adams Resources & Energy, Inc. | | | 13,400 | | | | 375,200 | | | |
Aemetis, Inc.*+ | | | 150,000 | | | | 451,500 | | | |
Amplify Energy Corp.* | | | 90,000 | | | | 610,200 | | | |
Barnwell Industries, Inc. | | | 35,000 | | | | 82,250 | | | |
Battalion Oil Corp.* | | | 56,500 | | | | 188,710 | | | |
Comstock, Inc.* | | | 129,000 | | | | 21,156 | | | |
Evolution Petroleum Corp. | | | 75,800 | | | | 399,466 | | | |
Forum Energy Technologies, Inc.* | | | 23,300 | | | | 392,838 | | | |
Geospace Technologies Corp.* | | | 35,000 | | | | 314,300 | | | |
Gran Tierra Energy, Inc.* | | | 90,000 | | | | 870,300 | | | |
Gulf Island Fabrication, Inc.* | | | 65,348 | | | | 396,662 | | | |
Houston American Energy Corp.* | | | 28,000 | | | | 36,120 | | | |
Independence Contract Drilling, Inc.* | | | 55,000 | | | | 71,500 | | | |
KLX Energy Services Holdings, Inc.*+ | | | 51,702 | | | | 255,925 | | | |
Mammoth Energy Services, Inc.* | | | 125,000 | | | | 410,000 | | | |
Mexco Energy Corp.+ | | | 8,000 | | | | 90,560 | | | |
MIND Technology, Inc.* | | | 1,252 | | | | 5,258 | | | |
NACCO Industries, Inc., Class A | | | 13,470 | | | | 372,715 | | | |
Natural Gas Services Group, Inc.* | | | 58,102 | | | | 1,169,012 | | | |
Nine Energy Service, Inc.*+ | | | 132,700 | | | | 222,936 | | | |
PEDEVCO Corp.* | | | 225,000 | | | | 203,535 | | | |
PHX Minerals, Inc. | | | 120,200 | | | | 391,852 | | | |
Ranger Energy Services, Inc. | | | 44,700 | | | | 470,244 | | | |
Ring Energy, Inc.* | | | 68,650 | | | | 116,019 | | | |
| | |
| | |
| 12 | | Annual Report | June 30, 2024 |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Common Stocks (continued) | | | |
Energy (continued) | | | |
Smart Sand, Inc.* | | | 133,200 | | | $ | 281,052 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 8,199,310 | | | |
| |
Financials - 17.89% | | | |
AFC Gamma, Inc.+ | | | 42,500 | | | | 518,500 | | | |
AmeriServ Financial, Inc. | | | 84,171 | | | | 190,226 | | | |
Associated Capital Group, Inc., Class A+ | | | 10,000 | | | | 340,200 | | | |
Atlantic American Corp. | | | 116,256 | | | | 196,473 | | | |
Auburn National BanCorp, Inc. | | | 15,000 | | | | 274,350 | | | |
Bakkt Holdings, Inc.* | | | 11,900 | | | | 225,148 | | | |
Bank7 Corp. | | | 25,554 | | | | 799,840 | | | |
BankFinancial Corp. | | | 30,600 | | | | 314,874 | | | |
Bankwell Financial Group, Inc. | | | 16,805 | | | | 426,343 | | | |
BayCom Corp. | | | 28,300 | | | | 575,905 | | | |
BCB Bancorp, Inc. | | | 39,300 | | | | 417,759 | | | |
Blue Foundry Bancorp* | | | 20,000 | | | | 181,400 | | | |
Blue Ridge Bankshares, Inc.* | | | 28,900 | | | | 75,429 | | | |
BM Technologies, Inc.* | | | 21,636 | | | | 48,681 | | | |
C&F Financial Corp. | | | 13,890 | | | | 669,498 | | | |
California BanCorp* | | | 17,200 | | | | 369,800 | | | |
CB Financial Services, Inc. | | | 10,000 | | | | 226,600 | | | |
Chemung Financial Corp. | | | 11,398 | | | | 547,104 | | | |
Citizens Community Bancorp, Inc. | | | 23,600 | | | | 273,052 | | | |
Citizens, Inc.*+ | | | 200,331 | | | | 544,900 | | | |
Codorus Valley Bancorp, Inc. | | | 23,437 | | | | 563,425 | | | |
Cohen & Co., Inc. | | | 9,500 | | | | 84,170 | | | |
Colony Bankcorp, Inc. | | | 45,076 | | | | 552,181 | | | |
Community West Bancshares | | | 17,108 | | | | 316,498 | | | |
Conifer Holdings, Inc.* | | | 13,000 | | | | 11,127 | | | |
Consumer Portfolio Services, Inc.*+ | | | 60,500 | | | | 592,900 | | | |
Eagle Bancorp Montana, Inc. | | | 19,521 | | | | 259,044 | | | |
eHealth, Inc.* | | | 75,000 | | | | 339,750 | | | |
ESSA Bancorp, Inc. | | | 22,143 | | | | 389,495 | | | |
Evans Bancorp, Inc.+ | | | 7,100 | | | | 199,581 | | | |
Finwise Bancorp* | | | 33,292 | | | | 339,911 | | | |
First Guaranty Bancshares, Inc. | | | 31,356 | | | | 282,204 | | | |
First Internet Bancorp | | | 19,500 | | | | 526,890 | | | |
First Northwest Bancorp | | | 26,600 | | | | 257,754 | | | |
First United Corp. | | | 23,292 | | | | 475,623 | | | |
First Western Financial, Inc.* | | | 20,851 | | | | 354,467 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Financials (continued) | | | |
Fundamental Global, Inc.* | | | 38,000 | | | $ | 36,009 | | | |
Great Elm Group, Inc.* | | | 104,597 | | | | 188,275 | | | |
Hanover Bancorp, Inc. | | | 14,000 | | | | 231,000 | | | |
Hawthorn Bancshares, Inc.+ | | | 16,148 | | | | 319,730 | | | |
Heritage Insurance Holdings, Inc.* | | | 59,000 | | | | 417,720 | | | |
HomeStreet, Inc. | | | 25,000 | | | | 285,000 | | | |
Investar Holding Corp. | | | 25,300 | | | | 389,620 | | | |
Katapult Holdings, Inc.* | | | 9,116 | | | | 153,240 | | | |
Kentucky First Federal Bancorp | | | 16,000 | | | | 50,560 | | | |
Lake Shore Bancorp, Inc.+ | | | 27,150 | | | | 339,646 | | | |
Landmark Bancorp, Inc. | | | 8,615 | | | | 165,408 | | | |
LendingTree, Inc.* | | | 25,000 | | | | 1,039,750 | | | |
Magyar Bancorp, Inc. | | | 12,579 | | | | 141,388 | | | |
Marygold Cos., Inc. (The)* | | | 79,767 | | | | 119,651 | | | |
Medallion Financial Corp. | | | 61,744 | | | | 474,194 | | | |
Meridian Corp. | | | 34,200 | | | | 359,784 | | | |
Northrim BanCorp, Inc. | | | 8,195 | | | | 472,360 | | | |
Norwood Financial Corp. | | | 24,916 | | | | 632,368 | | | |
Ohio Valley Banc Corp. | | | 13,000 | | | | 260,000 | | | |
Onity Group, Inc.* | | | 19,716 | | | | 472,790 | | | |
OP Bancorp | | | 38,000 | | | | 364,420 | | | |
Oportun Financial Corp.* | | | 100,000 | | | | 290,000 | | | |
OppFi, Inc. | | | 35,000 | | | | 118,650 | | | |
Patriot National Bancorp, Inc.*+ | | | 8,500 | | | | 15,895 | | | |
PCB Bancorp | | | 30,000 | | | | 488,400 | | | |
Penns Woods Bancorp, Inc.+ | | | 23,866 | | | | 490,446 | | | |
Peoples Bancorp of North Carolina, Inc. | | | 17,230 | | | | 503,116 | | | |
Ponce Financial Group, Inc.* | | | 50,699 | | | | 463,389 | | | |
Primis Financial Corp. | | | 36,557 | | | | 383,117 | | | |
Princeton Bancorp, Inc. | | | 15,866 | | | | 525,165 | | | |
Provident Financial Holdings, Inc. | | | 18,817 | | | | 235,213 | | | |
Riverview Bancorp, Inc. | | | 57,606 | | | | 229,848 | | | |
Security National Financial Corp., Class A* | | | 72,860 | | | | 582,151 | | | |
Selectquote, Inc.* | | | 335,535 | | | | 926,077 | | | |
Silvercrest Asset Management Group, Inc., Class A | | | 24,602 | | | | 383,545 | | | |
Southern First Bancshares, Inc.* | | | 16,300 | | | | 476,612 | | | |
Southern States Bancshares, Inc. | | | 20,000 | | | | 542,800 | | | |
Summit State Bank | | | 32,820 | | | | 310,149 | | | |
SWK Holdings Corp.* | | | 25,000 | | | | 424,750 | | | |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Common Stocks (continued) | | | |
Financials (continued) | | | |
Timberland Bancorp, Inc. | | | 23,900 | | | $ | 647,451 | | | |
Union Bankshares, Inc. | | | 14,951 | | | | 321,147 | | | |
United Security Bancshares | | | 33,000 | | | | 239,250 | | | |
USCB Financial Holdings, Inc. | | | 17,500 | | | | 224,525 | | | |
Usio, Inc.* | | | 90,000 | | | | 137,700 | | | |
Waterstone Financial, Inc. | | | 40,647 | | | | 519,875 | | | |
Western New England Bancorp, Inc. | | | 68,844 | | | | 473,647 | | | |
Westwood Holdings Group, Inc. | | | 27,500 | | | | 334,950 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 29,961,883 | | | |
| |
Health Care - 26.83% | | | |
2seventy bio, Inc.*+ | | | 105,000 | | | | 404,250 | | | |
Accuray, Inc.* | | | 226,100 | | | | 411,502 | | | |
Aclaris Therapeutics, Inc.* | | | 148,600 | | | | 163,460 | | | |
Acrivon Therapeutics, Inc.* | | | 58,000 | | | | 336,400 | | | |
Actinium Pharmaceuticals, Inc.*+ | | | 81,966 | | | | 606,548 | | | |
Acumen Pharmaceuticals, Inc.*+ | | | 143,000 | | | | 346,060 | | | |
Adicet Bio, Inc.*+ | | | 191,300 | | | | 231,473 | | | |
AIM ImmunoTech, Inc.* | | | 77,900 | | | | 29,033 | | | |
Akoya Biosciences, Inc.*+ | | | 179,600 | | | | 420,264 | | | |
Alimera Sciences, Inc.* | | | 135,000 | | | | 750,600 | | | |
Allakos, Inc.* | | | 155,600 | | | | 155,600 | | | |
Alpha Teknova, Inc.* | | | 60,000 | | | | 82,200 | | | |
American Shared Hospital Services* | | | 33,700 | | | | 107,672 | | | |
Amylyx Pharmaceuticals, Inc.* | | | 130,000 | | | | 247,000 | | | |
AN2 Therapeutics, Inc.* | | | 101,792 | | | | 218,853 | | | |
AngioDynamics, Inc.* | | | 83,500 | | | | 505,175 | | | |
Annexon, Inc.*+ | | | 72,600 | | | | 355,740 | | | |
Annovis Bio, Inc.*+ | | | 21,000 | | | | 120,960 | | | |
Applied Therapeutics, Inc.* | | | 140,000 | | | | 653,800 | | | |
Apyx Medical Corp.* | | | 135,300 | | | | 181,302 | | | |
Aquestive Therapeutics, Inc.*+ | | | 187,356 | | | | 487,126 | | | |
Armata Pharmaceuticals, Inc.*+ | | | 81,382 | | | | 223,801 | | | |
Assembly Biosciences, Inc.* | | | 13,750 | | | | 188,650 | | | |
Astria Therapeutics, Inc.* | | | 28,301 | | | | 257,539 | | | |
Atara Biotherapeutics, Inc.* | | | 14,000 | | | | 119,000 | | | |
Athira Pharma, Inc.* | | | 129,180 | | | | 342,327 | | | |
ATI Physical Therapy, Inc.* | | | 3,400 | | | | 15,193 | | | |
BioAtla, Inc.*+ | | | 90,000 | | | | 123,300 | | | |
Biodesix, Inc.* | | | 176,863 | | | | 270,600 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Health Care (continued) | | | |
Bioventus, Inc., Class A*+ | | | 80,000 | | | $ | 460,000 | | | |
Black Diamond | | | | | | | | | | |
Therapeutics, Inc.* | | | 165,800 | | | | 772,628 | | | |
Bluebird Bio, Inc.* | | | 255,000 | | | | 250,971 | | | |
Bolt Biotherapeutics, Inc.* | | | 85,200 | | | | 63,900 | | | |
Butterfly Network, Inc.*+ | | | 398,000 | | | | 334,638 | | | |
C4 Therapeutics, Inc.* | | | 49,000 | | | | 226,380 | | | |
Candel Therapeutics, Inc.*+ | | | 74,895 | | | | 464,349 | | | |
CareCloud, Inc.* | | | 67,363 | | | | 129,337 | | | |
Cartesian Therapeutics, Inc.*+ | | | 9,500 | | | | 256,595 | | | |
CEL-SCI Corp.*+ | | | 112,000 | | | | 129,920 | | | |
Century Therapeutics, Inc.*+ | | | 143,800 | | | | 366,690 | | | |
Chimerix, Inc.* | | | 220,790 | | | | 193,412 | | | |
Clearside Biomedical, Inc.* | | | 130,000 | | | | 169,000 | | | |
Codexis, Inc.* | | | 197,000 | | | | 610,700 | | | |
Cognition Therapeutics, Inc.* | | | 76,700 | | | | 127,322 | | | |
Coherus Biosciences, Inc.*+ | | | 243,000 | | | | 420,390 | | | |
Conduit Pharmaceuticals, Inc.* | | | 45,000 | | | | 47,700 | | | |
CorMedix, Inc.*+ | | | 148,200 | | | | 641,706 | | | |
Corvus Pharmaceuticals, Inc.* | | | 123,700 | | | | 225,134 | | | |
Cumberland Pharmaceuticals, Inc.* | | | 49,887 | | | | 76,327 | | | |
Cutera, Inc.*+ | | | 35,000 | | | | 52,850 | | | |
CytomX Therapeutics, Inc.*+ | | | 188,500 | | | | 229,970 | | | |
Daxor Corp.* | | | 9,400 | | | | 89,488 | | | |
Design Therapeutics, Inc.* | | | 134,600 | | | | 450,910 | | | |
DIH Holdings US, Inc.* | | | 25,000 | | | | 66,750 | | | |
Eagle Pharmaceuticals, Inc.*+ | | | 30,000 | | | | 168,000 | | | |
Electromed, Inc.* | | | 27,000 | | | | 405,810 | | | |
Elevation Oncology, Inc.* | | | 121,500 | | | | 328,050 | | | |
Elicio Therapeutics, Inc.* | | | 12,500 | | | | 51,375 | | | |
Eliem Therapeutics, Inc.* | | | 53,323 | | | | 379,127 | | | |
Emergent BioSolutions, Inc.* | | | 152,500 | | | | 1,040,050 | | | |
Enzo Biochem, Inc.* | | | 126,500 | | | | 137,885 | | | |
Eton Pharmaceuticals, Inc.* | | | 67,700 | | | | 222,733 | | | |
Exagen, Inc.* | | | 20,000 | | | | 36,400 | | | |
FibroGen, Inc.* | | | 161,500 | | | | 144,106 | | | |
Foghorn Therapeutics, Inc.* | | | 57,500 | | | | 330,625 | | | |
G1 Therapeutics, Inc.* | | | 170,000 | | | | 387,600 | | | |
Gain Therapeutics, Inc.*+ | | | 40,000 | | | | 51,200 | | | |
GeneDx Holdings Corp.*+ | | | 36,895 | | | | 964,435 | | | |
Generation Bio Co.* | | | 100,000 | | | | 282,000 | | | |
| | |
| | |
| 14 | | Annual Report | June 30, 2024 |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Health Care (continued) | | | | | | | | | | |
GlycoMimetics, Inc.* | | | 76,400 | | | $ | 21,514 | | | |
Gossamer Bio, Inc.* | | | 535,000 | | | | 481,982 | | | |
Gritstone bio, Inc.* | | | 128,400 | | | | 79,338 | | | |
Harvard Bioscience, Inc.* | | | 102,017 | | | | 290,748 | | | |
HCW Biologics, Inc.* | | | 84,700 | | | | 54,801 | | | |
Hyperfine, Inc.* | | | 111,700 | | | | 94,945 | | | |
Ikena Oncology, Inc.* | | | 75,000 | | | | 123,750 | | | |
Immuneering Corp., Class A* | | | 49,849 | | | | 63,807 | | | |
Immunic, Inc.* | | | 100,000 | | | | 111,000 | | | |
IN8bio, Inc.* | | | 98,002 | | | | 82,959 | | | |
InfuSystem Holdings, Inc.* | | | 44,800 | | | | 305,984 | | | |
Inogen, Inc.* | | | 51,700 | | | | 420,321 | | | |
Invivyd, Inc.* | | | 100,000 | | | | 110,000 | | | |
IO Biotech, Inc.* | | | 124,000 | | | | 145,080 | | | |
IRIDEX Corp.* | | | 75,000 | | | | 162,000 | | | |
Karyopharm Therapeutics, Inc.* | | | 264,500 | | | | 229,480 | | | |
Kewaunee Scientific Corp.* | | | 13,200 | | | | 623,040 | | | |
Kezar Life Sciences, Inc.* | | | 97,000 | | | | 58,200 | | | |
Kodiak Sciences, Inc.* | | | 139,200 | | | | 327,120 | | | |
Kronos Bio, Inc.* | | | 122,227 | | | | 151,561 | | | |
Larimar Therapeutics, Inc.* | | | 6,700 | | | | 48,575 | | | |
LENZ Therapeutics, Inc. | | | 20,478 | | | | 354,065 | | | |
Lifecore Biomedical, Inc.*+ | | | 76,900 | | | | 394,497 | | | |
LifeMD, Inc.* | | | 55,500 | | | | 380,730 | | | |
Lineage Cell Therapeutics, Inc.*+ | | | 342,900 | | | | 341,974 | | | |
Longboard Pharmaceuticals, Inc.* | | | 20,000 | | | | 540,600 | | | |
Lumos Pharma, Inc.* | | | 26,744 | | | | 62,046 | | | |
MAIA Biotechnology, Inc.*+ | | | 45,700 | | | | 156,294 | | | |
MediciNova, Inc.* | | | 140,247 | | | | 201,956 | | | |
Milestone Scientific, Inc.* | | | 149,500 | | | | 102,153 | | | |
MSP Recovery, Inc.* | | | 25,000 | | | | 11,495 | | | |
Myomo, Inc.*+ | | | 52,500 | | | | 168,525 | | | |
NanoViricides, Inc.*+ | | | 59,039 | | | | 101,547 | | | |
Neuronetics, Inc.* | | | 80,205 | | | | 144,369 | | | |
NeuroPace, Inc.* | | | 28,400 | | | | 214,704 | | | |
NextCure, Inc.* | | | 65,900 | | | | 104,781 | | | |
Nkarta, Inc.* | | | 20,000 | | | | 118,200 | | | |
NKGen Biotech, Inc.* | | | 2,700 | | | | 3,429 | | | |
Omega Therapeutics, Inc.*+ | | | 119,000 | | | | 246,330 | | | |
Omeros Corp.*+ | | | 151,600 | | | | 615,496 | | | |
OneMedNet Corp.* | | | 69,100 | | | | 67,891 | | | |
Optinose, Inc.* | | | 210,700 | | | | 219,128 | | | |
Oragenics, Inc.* | | | 7,334 | | | | 7,627 | | | |
Ovid therapeutics, Inc.* | | | 202,800 | | | | 155,994 | | | |
Owlet, Inc.* | | | 225 | | | | 927 | | | |
Passage Bio, Inc.*+ | | | 140,100 | | | | 111,267 | | | |
PepGen, Inc.* | | | 45,800 | | | | 730,968 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Health Care (continued) | | | | | | | | | | |
Performant Financial Corp.* | | | 203,300 | | | $ | 589,570 | | | |
Personalis, Inc.* | | | 135,600 | | | | 158,652 | | | |
Perspective Therapeutics, Inc.* | | | 13,400 | | | | 133,598 | | | |
PMV Pharmaceuticals, Inc.* | | | 139,900 | | | | 226,638 | | | |
Poseida Therapeutics, Inc.* | | | 131,800 | | | | 384,856 | | | |
Prelude Therapeutics, Inc.*+ | | | 85,000 | | | | 323,850 | | | |
Protalix BioTherapeutics, Inc.* | | | 180,000 | | | | 210,600 | | | |
Protara Therapeutics, Inc.*+ | | | 24,200 | | | | 50,336 | | | |
Puma Biotechnology, Inc.* | | | 134,200 | | | | 437,492 | | | |
Pyxis Oncology, Inc.*+ | | | 130,595 | | | | 432,269 | | | |
Quantum-Si, Inc.*+ | | | 390,000 | | | | 409,500 | | | |
Quince Therapeutics, Inc.* | | | 105,000 | | | | 78,750 | | | |
Rallybio Corp.*+ | | | 92,000 | | | | 123,280 | | | |
Rani Therapeutics Holdings, Inc., Class A*+ | | | 71,500 | | | | 271,700 | | | |
Regional Health Properties, Inc.* | | | 10,000 | | | | 20,700 | | | |
Relmada Therapeutics, Inc.*+ | | | 72,600 | | | | 217,800 | | | |
Retractable Technologies, Inc.* | | | 71,700 | | | | 77,436 | | | |
Rigel Pharmaceuticals, Inc.* | | | 45,000 | | | | 369,900 | | | |
Sagimet Biosciences, Inc., Class A* | | | 45,000 | | | | 153,900 | | | |
scPharmaceuticals, Inc.*+ | | | 101,300 | | | | 440,655 | | | |
SCYNEXIS, Inc.* | | | 89,500 | | | | 179,000 | | | |
Seer, Inc.* | | | 141,700 | | | | 238,056 | | | |
Sensei Biotherapeutics, Inc.* | | | 77,900 | | | | 48,306 | | | |
Sera Prognostics, Inc., Class A*+ | | | 86,105 | | | | 509,742 | | | |
Sharecare, Inc.* | | | 179,300 | | | | 242,055 | | | |
Shattuck Labs, Inc.*+ | | | 37,300 | | | | 143,978 | | | |
Sight Sciences, Inc.*+ | | | 146,400 | | | | 976,488 | | | |
Solid Biosciences, Inc.*+ | | | 50,071 | | | | 283,903 | | | |
Sonida Senior Living, Inc.* | | | 10,615 | | | | 291,913 | | | |
Spero Therapeutics, Inc.* | | | 134,800 | | | | 175,240 | | | |
Spruce Biosciences, Inc.* | | | 85,000 | | | | 44,005 | | | |
Star Equity Holdings, Inc.* | | | 10,678 | | | | 48,478 | | | |
Stereotaxis, Inc.* | | | 232,100 | | | | 422,422 | | | |
SunLink Health Systems, Inc.* | | | 25,000 | | | | 20,000 | | | |
Sutro Biopharma, Inc.* | | | 90,200 | | | | 264,286 | | | |
Syros Pharmaceuticals, Inc.* | | | 50,670 | | | | 261,457 | | | |
Talkspace, Inc.* | | | 116,800 | | | | 268,640 | | | |
Tectonic Therapeutic, Inc.* | | | 7,165 | | | | 118,008 | | | |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Health Care (continued) | | | | | | | | | | |
Tela Bio, Inc.* | | | 51,000 | | | $ | 239,700 | | | |
Telesis Bio, Inc.*+ | | | 3,723 | | | | 13,589 | | | |
Tenaya Therapeutics, Inc.* | | | 156,900 | | | | 486,390 | | | |
TherapeuticsMD, Inc.* | | | 34,000 | | | | 54,740 | | | |
Tourmaline Bio, Inc. | | | 2,000 | | | | 25,720 | | | |
Trevi Therapeutics, Inc.* | | | 172,881 | | | | 515,185 | | | |
TruBridge, Inc.* | | | 40,000 | | | | 400,000 | | | |
TScan Therapeutics, Inc.* | | | 38,300 | | | | 224,055 | | | |
Turnstone Biologics Corp.*+ | | | 24,900 | | | | 65,238 | | | |
UNITY Biotechnology, Inc.* | | | 25,000 | | | | 33,750 | | | |
Vanda Pharmaceuticals, Inc.* | | | 150,000 | | | | 847,500 | | | |
Verrica Pharmaceuticals, | | | | | | | | | | |
Inc.*+ | | | 75,000 | | | | 546,750 | | | |
Vigil Neuroscience, Inc.*+ | | | 72,164 | | | | 288,656 | | | |
Viracta Therapeutics, Inc.* | | | 74,000 | | | | 40,234 | | | |
VolitionRX, Ltd.* | | | 168,080 | | | | 101,688 | | | |
Vor BioPharma, Inc.*+ | | | 160,700 | | | | 160,700 | | | |
Werewolf Therapeutics, Inc.* | | | 116,586 | | | | 284,470 | | | |
Xilio Therapeutics, Inc.* | | | 71,081 | | | | 67,349 | | | |
XOMA Corp.* | | | 25,000 | | | | 592,250 | | | |
Xtant Medical Holdings, Inc.* | | | 279,000 | | | | 175,770 | | | |
Zevra Therapeutics, Inc.*+ | | | 89,443 | | | | 438,271 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 44,934,553 | | | |
| | | |
Industrials - 13.93% | | | | | | | | | | |
Acme United Corp. | | | 11,535 | | | | 404,532 | | | |
Air Industries Group*+ | | | 4,000 | | | | 13,880 | | | |
Air T, Inc.* | | | 17,250 | | | | 367,943 | | | |
Alpha Pro Tech, Ltd.*+ | | | 52,900 | | | | 290,950 | | | |
Amprius Technologies, Inc.* | | | 195,000 | | | | 247,650 | | | |
ARC Document Solutions, Inc. | | | 167,400 | | | | 441,936 | | | |
Avalon Holdings Corp., Class A* | | | 3,900 | | | | 8,580 | | | |
Babcock & Wilcox Enterprises, Inc.* | | | 151,600 | | | | 219,820 | | | |
BGSF, Inc. | | | 39,700 | | | | 339,435 | | | |
BlackSky Technology, Inc.* | | | 342,000 | | | | 365,940 | | | |
Bridger Aerospace Group Holdings, Inc.* | | | 50,000 | | | | 187,000 | | | |
Chicago Rivet & Machine Co. | | | 8,000 | | | | 118,480 | | | |
Commercial Vehicle Group, Inc.* | | | 90,000 | | | | 441,000 | | | |
CompX International, Inc. | | | 31,700 | | | | 782,039 | | | |
CPI Aerostructures, Inc.* | | | 21,200 | | | | 52,364 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Industrials (continued) | | | | | | | | | | |
Desktop Metal, Inc., | | | | | | | | | | |
Class A* | | | 38,500 | | | $ | 159,005 | | | |
Eastern Co. (The) | | | 21,200 | | | | 539,964 | | | |
Energy Vault Holdings, Inc.*+ | | | 378,000 | | | | 358,949 | | | |
Espey Mfg. & Electronics Corp. | | | 9,108 | | | | 193,545 | | | |
FiscalNote Holdings, Inc.* | | | 275,000 | | | | 401,500 | | | |
FreightCar America, Inc.* | | | 50,000 | | | | 174,500 | | | |
Freyr Battery, Inc.*+ | | | 350,000 | | | | 595,000 | | | |
GEE Group, Inc.* | | | 77,600 | | | | 23,792 | | | |
Gencor Industries, Inc.* | | | 29,200 | | | | 564,728 | | | |
Graham Corp.* | | | 22,495 | | | | 633,459 | | | |
Hudson Global, Inc.* | | | 10,942 | | | | 181,747 | | | |
Hurco Cos., Inc. | | | 26,500 | | | | 404,390 | | | |
Hydrofarm Holdings Group, Inc.* | | | 96,500 | | | | 66,585 | | | |
Hyliion Holdings Corp.* | | | 50,000 | | | | 81,000 | | | |
Hyzon Motors, Inc.* | | | 300,000 | | | | 96,330 | | | |
Innodata, Inc.*+ | | | 36,955 | | | | 548,043 | | | |
Innovative Solutions and Support, Inc.*+ | | | 80,400 | | | | 482,400 | | | |
Intuitive Machines, Inc.*+ | | | 41,000 | | | | 135,300 | | | |
L B Foster Co., Class A* | | | 36,200 | | | | 779,024 | | | |
Markforged Holding Corp.* | | | 409,500 | | | | 167,895 | | | |
Mastech Digital, Inc.* | | | 39,544 | | | | 296,580 | | | |
Matrix Service Co.* | | | 25,000 | | | | 248,250 | | | |
Mayville Engineering Co., Inc.* | | | 25,258 | | | | 420,798 | | | |
Mega Matrix Corp.*+ | | | 67,000 | | | | 166,160 | | | |
Mesa Air Group, Inc.*+ | | | 129,200 | | | | 220,932 | | | |
Mistras Group, Inc.* | | | 78,100 | | | | 647,449 | | | |
NN, Inc.* | | | 114,103 | | | | 342,309 | | | |
Orion Group Holdings, Inc.* | | | 115,100 | | | | 1,094,601 | | | |
Palladyne AI Corp.* | | | 60,400 | | | | 96,640 | | | |
Perma-Pipe International Holdings, Inc.* | | | 71,600 | | | | 637,240 | | | |
Quad/Graphics, Inc. | | | 116,169 | | | | 633,121 | | | |
Radiant Logistics, Inc.* | | | 17,600 | | | | 100,144 | | | |
RCM Technologies, Inc.* | | | 36,742 | | | | 687,810 | | | |
Redwire Corp.*+ | | | 158,500 | | | | 1,136,445 | | | |
Servotronics, Inc.* | | | 16,653 | | | | 198,171 | | | |
Shimmick Corp.*+ | | | 5,000 | | | | 7,750 | | | |
SIFCO Industries, Inc.* | | | 10,624 | | | | 32,934 | | | |
Skillsoft Corp.* | | | 10,800 | | | | 149,364 | | | |
Solidion Technology, Inc.*+ | | | 25,000 | | | | 13,750 | | | |
Southland Holdings, Inc.* | | | 98,000 | | | | 448,840 | | | |
Spire Global, Inc.*+ | | | 60,000 | | | | 650,400 | | | |
Surf Air Mobility, Inc.* | | | 175,000 | | | | 67,270 | | | |
Team, Inc.* | | | 10,000 | | | | 88,800 | | | |
Terran Orbital Corp.* | | | 482,000 | | | | 395,240 | | | |
| | |
| | |
| 16 | | Annual Report | June 30, 2024 |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Industrials (continued) | | | | | | | | | | |
TPI Composites, Inc.*+ | | | 110,000 | | | $ | 438,900 | | | |
Twin Disc, Inc.+ | | | 58,100 | | | | 684,418 | | | |
Ultralife Corp.* | | | 62,400 | | | | 662,688 | | | |
Virco Mfg. Corp.+ | | | 55,800 | | | | 777,852 | | | |
Willdan Group, Inc.* | | | 16,700 | | | | 481,795 | | | |
Willis Lease Finance Corp. | | | 9,200 | | | | 637,560 | | | |
Zoomcar Holdings, Inc.* | | | 5,500 | | | | 823 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 23,333,739 | | | |
| | |
Information Technology - 10.09% | | | | | | | |
908 Devices, Inc.* | | | 75,500 | | | | 388,825 | | | |
Aeva Technologies, Inc.* | | | 75,000 | | | | 189,000 | | | |
Airship AI Holdings, Inc.*+ | | | 25,000 | | | | 89,750 | | | |
Amtech Systems, Inc.* | | | 34,600 | | | | 202,756 | | | |
Applied Optoelectronics, Inc.*+ | | | 15,000 | | | | 124,350 | | | |
Arteris, Inc.* | | | 85,500 | | | | 642,105 | | | |
AstroNova, Inc.* | | | 35,500 | | | | 548,120 | | | |
Aware, Inc.* | | | 74,579 | | | | 146,921 | | | |
AXT, Inc.* | | | 153,000 | | | | 517,140 | | | |
Backblaze, Inc., Class A* | | | 39,500 | | | | 243,320 | | | |
BK Technologies Corp.* | | | 9,144 | | | | 117,043 | | | |
Blend Labs, Inc., Class A* | | | 101,300 | | | | 239,068 | | | |
Brightcove, Inc.* | | | 53,516 | | | | 126,833 | | | |
Climb Global Solutions, Inc. | | | 12,300 | | | | 772,563 | | | |
CommScope Holding Co., Inc.* | | | 490,000 | | | | 602,700 | | | |
CoreCard Corp.*+ | | | 19,737 | | | | 287,963 | | | |
CPI Card Group, Inc.* | | | 12,500 | | | | 340,625 | | | |
CSP, Inc. | | | 60,000 | | | | 894,000 | | | |
D-Wave Quantum, Inc.*+ | | | 293,000 | | | | 334,020 | | | |
Everspin Technologies, Inc.* | | | 73,900 | | | | 442,661 | | | |
Expensify, Inc., Class A* | | | 158,000 | | | | 235,420 | | | |
Frequency Electronics, Inc.* | | | 21,500 | | | | 195,865 | | | |
Greenidge Generation Holdings, Inc.* | | | 17,000 | | | | 45,730 | | | |
GSI Technology, Inc.*+ | | | 90,217 | | | | 239,075 | | | |
Immersion Corp. | | | 83,000 | | | | 781,030 | | | |
Information Services Group, Inc. | | | 112,830 | | | | 331,720 | | | |
Inseego Corp.*+ | | | 28,700 | | | | 305,942 | | | |
Intellicheck, Inc.* | | | 60,200 | | | | 205,884 | | | |
inTEST Corp.* | | | 31,401 | | | | 310,242 | | | |
Intevac, Inc.* | | | 49,600 | | | | 191,456 | | | |
Inuvo, Inc.* | | | 200,000 | | | | 51,360 | | | |
Issuer Direct Corp.*+ | | | 11,500 | | | | 90,217 | | | |
Kaltura, Inc.* | | | 35,000 | | | | 42,000 | | | |
Key Tronic Corp.* | | | 32,400 | | | | 131,220 | | | |
| | | | | | | | |
| Industry Company | | Shares | | | Value | |
| |
Information Technology (continued) | | | | | |
KVH Industries, Inc.* | | | 40,200 | | | $ | 186,930 | |
LGL Group, Inc. (The)* | | | 29,200 | | | | 156,804 | |
Magnachip Semiconductor Corp.* | | | 50,000 | | | | 243,500 | |
Mobix Labs, Inc.* | | | 16,200 | | | | 26,568 | |
M-Tron Industries, Inc.*+ | | | 14,600 | | | | 514,066 | |
Network-1 Technologies, Inc. | | | 79,000 | | | | 140,620 | |
ON24, Inc.* | | | 21,500 | | | | 129,215 | |
Ooma, Inc.* | | | 55,000 | | | | 546,150 | |
Optical Cable Corp.*+ | | | 27,600 | | | | 74,796 | |
Pixelworks, Inc.* | | | 160,200 | | | | 157,509 | |
Powerfleet, Inc. NJ* | | | 90,000 | | | | 411,300 | |
ReposiTrak, Inc.+ | | | 2,300 | | | | 35,167 | |
RF Industries, Ltd.* | | | 27,900 | | | | 97,371 | |
Richardson Electronics, Ltd. | | | 36,511 | | | | 434,116 | |
Rimini Street, Inc.* | | | 160,900 | | | | 493,963 | |
SecureWorks Corp., Class A* | | | 33,180 | | | | 232,260 | |
Spectaire Holdings, Inc.* | | | 31,800 | | | | 15,903 | |
Stronghold Digital Mining, Inc., Class A*+ | | | 36,900 | | | | 158,301 | |
Telos Corp.* | | | 185,000 | | | | 743,700 | |
TransAct Technologies, Inc.* | | | 68,000 | | | | 256,360 | |
Trio-Tech International* | | | 26,800 | | | | 163,207 | |
Turtle Beach Corp.* | | | 29,800 | | | | 427,332 | |
Universal Security Instruments, Inc.* | | | 6,000 | | | | 9,653 | |
Upland Software, Inc.* | | | 100,300 | | | | 249,747 | |
Veritone, Inc.*+ | | | 84,600 | | | | 191,196 | |
VirnetX Holding Corp.*+ | | | 3,565 | | | | 24,242 | |
WidePoint Corp.* | | | 23,728 | | | | 99,420 | |
WM Technology, Inc.* | | | 266,400 | | | | 277,056 | |
| | | | | | | | |
| | |
| | | | | | | 16,903,376 | |
| | |
Materials - 3.52% | | | | | | | | |
5E Advanced Materials, Inc.*+ | | | 31,000 | | | | 37,510 | |
Ampco-Pittsburgh Corp.* | | | 101,200 | | | | 77,924 | |
Arq, Inc.* | | | 93,779 | | | | 569,239 | |
Ascent Industries Co.* | | | 26,838 | | | | 261,939 | |
Contango ORE, Inc.* | | | 10,000 | | | | 180,700 | |
Core Molding Technologies, Inc.* | | | 24,400 | | | | 388,936 | |
Dakota Gold Corp.* | | | 223,500 | | | | 569,925 | |
Danimer Scientific, Inc.*+ | | | 185,000 | | | | 111,592 | |
Flexible Solutions International, Inc. | | | 45,707 | | | | 79,987 | |
Flotek Industries, Inc.* | | | 51,425 | | | | 252,497 | |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Materials (continued) | | | | | | | | | | |
Friedman Industries, Inc. | | | 27,200 | | | $ | 410,720 | | | |
Glatfelter Corp.*+ | | | 90,700 | | | | 126,073 | | | |
Gold Resource Corp.* | | | 190,100 | | | | 71,002 | | | |
Gulf Resources, Inc.* | | | 42,360 | | | | 43,631 | | | |
Idaho Strategic Resources, Inc.* | | | 7 | | | | 69 | | | |
Loop Industries, Inc.*+ | | | 99,900 | | | | 208,791 | | | |
Northern Technologies International Corp. | | | 27,900 | | | | 462,024 | | | |
Rayonier Advanced Materials, Inc.* | | | 150,000 | | | | 816,000 | | | |
Solitario Resources Corp.* | | | 205,000 | | | | 181,425 | | | |
Tredegar Corp. | | | 94,500 | | | | 452,655 | | | |
Universal Stainless & Alloy Products, Inc.* | | | 21,750 | | | | 595,515 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 5,898,154 | | | |
| | | |
Real Estate - 1.58% | | | | | | | | | | |
American Realty Investors, Inc.*+ | | | 2,363 | | | | 33,554 | | | |
AMREP Corp.* | | | 35,800 | | | | 676,978 | | | |
Doma Holdings, Inc.* | | | 25,000 | | | | 151,750 | | | |
Douglas Elliman, Inc.* | | | 94,470 | | | | 109,585 | | | |
Maui Land & Pineapple Co., Inc.* | | | 31,500 | | | | 694,575 | | | |
New Concept Energy, Inc.* | | | 8,400 | | | | 13,440 | | | |
Rafael Holdings, Inc., Class B* | | | 51,656 | | | | 74,385 | | | |
RE/MAX Holdings, Inc., Class A | | | 35,000 | | | | 283,500 | | | |
Stratus Properties, Inc.* | | | 24,250 | | | | 611,585 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 2,649,352 | | | |
| | | |
Utilities - 0.76% | | | | | | | | | | |
Cadiz, Inc.*+ | | | 162,568 | | | | 502,335 | | | |
Genie Energy, Ltd., Class B | | | 6,400 | | | | 93,568 | | | |
RGC Resources, Inc.+ | | | 25,000 | | | | 511,250 | | | |
Spruce Power Holding Corp.* | | | 44,025 | | | | 160,691 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 1,267,844 | | | |
| | | | | | | | | | |
| | |
TOTAL COMMON STOCKS - 99.71% | | | | 166,990,449 | | | |
| | | | | | | | | | |
(Cost $151,889,036) | | | | | | | |
| | | | | | | | |
| Industry Company | | Shares | | | Value | |
| | |
RIGHTS - 0.00% | | | | | | | | |
Adamas Pharmaceuticals, Inc., CVR*Δ#+++ | | | 110,000 | | | $ | – | |
Adamas Pharmaceuticals, Inc., CVR*Δ#+++ | | | 110,000 | | | | – | |
AVROBIO, Inc., CVR*Δ#+++ | | | 7,165 | | | | – | |
Cartesian Therapeutics, Inc., CVR*Δ#+++ | | | 435,000 | | | | – | |
Enliven Therapeutics, Inc., CVR*Δ#+++ | | | 66,800 | | | | – | |
Oncomed Pharmaceuticals, CVR, expiring 12/31/49*Δ# | | | 125,000 | | | | – | |
Pineapple Holdings, Inc., CVR*Δ#+++ | | | 14,504 | | | | 3,916 | |
| | | | | | | | |
| | |
TOTAL RIGHTS - 0.00% | | | | | | | 3,916 | |
| | | | | | | | |
(Cost $29,976) | | | | | | | | |
| | |
WARRANTS - 0.01% | | | | | | | | |
LGL Group, Inc. (The), expiring 11/16/25* | | | 29,200 | | | | 10,220 | |
Serina Therapeutics, Inc., expiring 07/31/25*Δ | | | 2,388 | | | | – | |
| | | | | | | | |
| | |
TOTAL WARRANTS - 0.01% | | | | | | | 10,220 | |
| | | | | | | | |
(Cost $14,874) | | | | | | | | |
| | | | | | | | | | | | |
| | | Rate^ | | | Shares | | | Value | |
|
MONEY MARKET FUND - 0.43% | |
Fidelity Investments Money Market Government Portfolio Class I | | | 5.21% | | | | 716,628 | | | | 716,628 | |
| | | | | | | | | | | | |
| |
TOTAL MONEY MARKET FUND - 0.43% | | | | 716,628 | |
| | | | | | | | | | | | |
(Cost $716,628) | | | | | | | | | |
| | |
| | |
| 18 | | Annual Report | June 30, 2024 |
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | | | | | |
| | | Rate^ | | | Shares | | | Value | | | |
| |
| INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 11.20% | | | |
Dreyfus Institutional Preferred Government Money Market Fund** | | | 5.27 | % | | | 18,765,742 | | | $ | 18,765,742 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 11.20% | | | | 18,765,742 | | | |
| | | | | | | | | | | | | | |
(Cost $18,765,742) | | | | | | | | | | | | | | |
| | |
TOTAL INVESTMENTS - 111.35% | | | $ | 186,486,955 | | | |
(Cost $171,416,256) | | | | | | | | | | | | | | |
Liabilities in Excess of Other Assets - (11.35%) | | | | (19,008,285) | | | |
| | | | | | | | | | | | | | |
| | | |
NET ASSETS - 100.00% | | | | | | | $ | 167,478,670 | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| # | Illiquid security as determined under procedures approved by the Board of Directors. The aggregate value of illiquid securities is $72,964, which is 0.04% 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 June 30, 2024. |
| ^ | Rate disclosed as of June 30, 2024. |
| 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 June 30, 2024. Total loaned securities had a value of $18,808,182, which included loaned securities with a value of $263,209 that have been sold and are pending settlement as of June 30, 2024. The total market value of loaned securities excluding these pending sales is $18,544,973. See Note 2 for disclosure of cash and non-cash collateral. |
| +++ | No stated maturity date. |
CVR - Contingent Value Right
| | | | |
Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Summary of inputs used to value the Fund’s investments as of 6/30/2024:
| | | | | | | | | | | | | | | | |
| | | 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 | | | $5,957,897 | | | | $– | | | | $69,048 | | | | $6,026,945 | |
Consumer Discretionary | | | 23,574,766 | | | | 260,414 | | | | – | | | | 23,835,180 | |
Other Industries (a) | | | 137,128,324 | | | | – | | | | – | | | | 137,128,324 | |
| | | | | | | | | | | | | | | | |
Total Common Stocks | | | 166,660,987 | | | | 260,414 | | | | 69,048 | | | | 166,990,449 | |
Rights | | | – | | | | – | | | | 3,916 | | | | 3,916 | |
Warrants | | | 10,220 | | | | – | | | | 0 | | | | 10,220 | |
Money Market Fund | | | 716,628 | | | | – | | | | – | | | | 716,628 | |
Investments Purchased With Cash Proceeds From Securities Lending | | | 18,765,742 | | | | – | | | | – | | | | 18,765,742 | |
| | | | | | | | | | | | | | | | |
TOTAL | | | $186,153,577 | | | | $260,414 | | | | $72,964 | | | | $186,486,955 | |
| | | | | | | | | | | | | | | | |
(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 | | | Warrants | | | Total | |
Balance as of 06/30/2023 | | $ | 71,925 | | | $ | 0 | | | $ | – | | | $ | 71,925 | |
Purchases/Issuances | | | – | | | | – | | | | 0 | | | | 0 | |
Sales/Expirations | | | – | | | | – | | | | – | | | | – | |
Return of Capital | | | – | | | | – | | | | – | | | | – | |
Realized Gain/(Loss) | | | – | | | | – | | | | – | | | | – | |
Change in unrealized Appreciation/(Depreciation) | | | (2,877) | | | | – | | | | – | | | | (2,877) | |
Transfers in | | | – | | | | 3,916 | | | | – | | | | 3,916 | |
Transfers out | | | – | | | | – | | | | – | | | | – | |
| | | | |
Balance as of 06/30/2024 | | $ | 69,048 | | | $ | 3,916 | | | $ | 0 | | | $ | 72,964 | |
| | | | |
Net change in unrealized Appreciation/(Depreciation) from investments held as of 06/30/2024 | | $ | (2,877) | | | $ | 3,916 | | | $ | 0 | | | $ | 1,039 | |
| | | | |
See Notes to Financial Statements.
| | |
| | |
| 20 | | Annual Report | June 30, 2024 |
| | | | |
Small-Cap Value Fund SCHEDULE OF INVESTMENTS | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | | |
| |
COMMON STOCKS - 99.90% | | | | | |
| |
Communication Services - 3.65% | | | | | |
AMC Networks, Inc., Class A*+ | | | 277,617 | | | $ | 2,681,780 | | | | | |
Clear Channel Outdoor Holdings, Inc.* | | | 693,659 | | | | 978,059 | | | | | |
iHeartMedia, Inc., Class A* | | | 952,117 | | | | 1,037,808 | | | | | |
Sinclair, Inc.+ | | | 412,040 | | | | 5,492,493 | | | | | |
Telephone and Data Systems, Inc. | | | 261,900 | | | | 5,429,187 | | | | | |
Vivid Seats, Inc., Class A*+ | | | 382,359 | | | | 2,198,564 | | | | | |
| | | | | | | | | | | | |
| | | |
| | | | | | | 17,817,891 | | | | | |
| |
Consumer Discretionary - 9.73% | | | | | |
Abercrombie & Fitch Co., Class A* | | | 35,200 | | | | 6,259,968 | | | | | |
A-Mark Precious Metals, Inc.+ | | | 117,186 | | | | 3,793,311 | | | | | |
American Axle & | | | | | | | | | | | | |
Manufacturing Holdings, Inc.* | | | 425,600 | | | | 2,974,944 | | | | | |
Beazer Homes USA, Inc.* | | | 17,818 | | | | 489,639 | | | | | |
Dream Finders Homes, Inc., Class A* | | | 53,000 | | | | 1,368,460 | | | | | |
Group 1 Automotive, Inc. | | | 22,400 | | | | 6,659,072 | | | | | |
Hovnanian Enterprises, Inc., Class A* | | | 33,400 | | | | 4,740,128 | | | | | |
M/I Homes, Inc.* | | | 41,100 | | | | 5,019,954 | | | | | |
Meritage Homes Corp. | | | 15,800 | | | | 2,557,230 | | | | | |
Signet Jewelers, Ltd.+ | | | 55,000 | | | | 4,926,900 | | | | | |
Taylor Morrison Home Corp.* | | | 117,300 | | | | 6,503,112 | | | | | |
Universal Technical Institute, Inc.* | | | 136,000 | | | | 2,139,280 | | | | | |
| | | | | | | | | | | | |
| | | |
| | | | | | | 47,431,998 | | | | | |
| |
Consumer Staples - 4.97% | | | | | |
Cal-Maine Foods, Inc. | | | 78,100 | | | | 4,772,691 | | | | | |
Central Garden & Pet Co., Class A* | | | 149,300 | | | | 4,931,379 | | | | | |
Herbalife, Ltd.* | | | 312,600 | | | | 3,247,914 | | | | | |
Ingles Markets, Inc., Class A | | | 61,400 | | | | 4,212,654 | | | | | |
SpartanNash Co. | | | 189,500 | | | | 3,555,020 | | | | | |
United Natural Foods, Inc.* | | | 269,500 | | | | 3,530,450 | | | | | |
| | | | | | | | | | | | |
| | | |
| | | | | | | 24,250,108 | | | | | |
| |
Energy - 11.46% | | | | | |
Amplify Energy Corp.* | | | 785,100 | | | | 5,322,978 | | | | | |
Berry Corp. | | | 653,200 | | | | 4,219,672 | | | | | |
Chord Energy Corp. | | | 16,400 | | | | 2,749,952 | | | | | |
| | | | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | | |
| | | |
Energy (continued) | | | | | | | | | | | | |
Civitas Resources, Inc. | | | 50,800 | | | $ | 3,505,200 | | | | | |
DMC Global, Inc.*+ | | | 40,000 | | | | 576,800 | | | | | |
FLEX LNG, Ltd.+ | | | 30,681 | | | | 829,615 | | | | | |
Gulfport Energy Corp.* | | | 30,750 | | | | 4,643,250 | | | | | |
Kinetik Holdings, Inc. | | | 142,000 | | | | 5,884,480 | | | | | |
Liberty Energy, Inc.+ | | | 261,400 | | | | 5,460,646 | | | | | |
Matador Resources Co. | | | 81,800 | | | | 4,875,280 | | | | | |
Par Pacific Holdings, Inc.* | | | 165,100 | | | | 4,168,775 | | | | | |
PBF Energy, Inc., Class A | | | 45,000 | | | | 2,070,900 | | | | | |
Teekay Corp.* | | | 523,427 | | | | 4,695,140 | | | | | |
VAALCO Energy, Inc. | | | 303,600 | | | | 1,903,572 | | | | | |
Vital Energy, Inc.*+ | | | 110,900 | | | | 4,970,538 | | | | | |
| | | | | | | | | | | | |
| | | |
| | | | | | | 55,876,798 | | | | | |
| | | |
Financials - 25.95% | | | | | | | | | | | | |
Associated Banc-Corp. | | | 257,588 | | | | 5,447,986 | | | | | |
Axos Financial, Inc.* | | | 101,500 | | | | 5,800,725 | | | | | |
BancFirst Corp. | | | 12,000 | | | | 1,052,400 | | | | | |
Banco Latinoamericano de Comercio Exterior SA, Class E | | | 47,400 | | | | 1,406,358 | | | | | |
Bank of NT Butterfield & Son, Ltd. (The) | | | 51,400 | | | | 1,805,168 | | | | | |
Banner Corp. | | | 51,000 | | | | 2,531,640 | | | | | |
BCB Bancorp, Inc. | | | 45,715 | | | | 485,951 | | | | | |
Bread Financial Holdings, Inc.+ | | | 139,600 | | | | 6,220,576 | | | | | |
Byline Bancorp, Inc. | | | 191,200 | | | | 4,539,088 | | | | | |
Cathay General Bancorp | | | 69,000 | | | | 2,602,680 | | | | | |
City Holding Co. | | | 41,200 | | | | 4,377,500 | | | | | |
Eagle Bancorp, Inc. | | | 117,400 | | | | 2,218,860 | | | | | |
Encore Capital Group, Inc.* | | | 98,900 | | | | 4,127,097 | | | | | |
Enstar Group, Ltd.* | | | 22,300 | | | | 6,817,110 | | | | | |
Farmers & Merchants | | | | | | | | | | | | |
Bancorp, Inc./Archbold | | | 51,400 | | | | 1,193,508 | | | | | |
FB Financial Corp. | | | 72,100 | | | | 2,814,063 | | | | | |
Federal Agricultural Mortgage Corp., Class C | | | 9,288 | | | | 1,679,456 | | | | | |
First BanCorp | | | 74,100 | | | | 1,355,289 | | | | | |
First Bancshares, Inc. (The) | | | 67,200 | | | | 1,745,856 | | | | | |
First Financial Bancorp | | | 70,900 | | | | 1,575,398 | | | | | |
Fulton Financial Corp. | | | 221,700 | | | | 3,764,466 | | | | | |
Green Dot Corp., Class A* | | | 358,451 | | | | 3,387,362 | | | | | |
Hanmi Financial Corp. | | | 263,200 | | | | 4,400,704 | | | | | |
Jackson Financial, Inc., Class A | | | 99,392 | | | | 7,380,850 | | | | | |
LendingTree, Inc.* | | | 113,000 | | | | 4,699,670 | | | | | |
Live Oak Bancshares, Inc. | | | 90,551 | | | | 3,174,718 | | | | | |
MVB Financial Corp. | | | 111,500 | | | | 2,078,360 | | | | | |
| | | | |
Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Common Stocks (continued) | | | |
Financials (continued) | | | |
Pacific Premier Bancorp, Inc. | | | 47,200 | | | $ | 1,084,184 | | | |
Pagseguro Digital, Ltd., Class A* | | | 376,800 | | | | 4,404,792 | | | |
Pathward Financial, Inc. | | | 107,100 | | | | 6,058,647 | | | |
PROG Holdings, Inc. | | | 134,769 | | | | 4,673,789 | | | |
Stewart Information Services Corp. | | | 29,100 | | | | 1,806,528 | | | |
UMB Financial Corp.* | | | 21,500 | | | | 1,793,530 | | | |
Victory Capital Holdings, Inc., Class A | | | 65,700 | | | | 3,135,861 | | | |
Virtus Investment Partners, Inc. | | | 23,500 | | | | 5,307,475 | | | |
Waterstone Financial, Inc. | | | 250,400 | | | | 3,202,616 | | | |
WSFS Financial Corp. | | | 137,059 | | | | 6,441,773 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 126,592,034 | | | |
| |
Health Care - 8.75% | | | |
Addus HomeCare Corp.* | | | 42,100 | | | | 4,888,231 | | | |
Brookdale Senior Living, Inc.* | | | 789,616 | | | | 5,393,077 | | | |
Community Health Systems, Inc.* | | | 1,025,155 | | | | 3,444,521 | | | |
Cross Country Healthcare, Inc.* | | | 96,170 | | | | 1,330,993 | | | |
Inogen, Inc.* | | | 455,280 | | | | 3,701,426 | | | |
Ironwood Pharmaceuticals, Inc.* | | | 280,200 | | | | 1,826,904 | | | |
Neogen Corp.*+ | | | 315,500 | | | | 4,931,265 | | | |
OraSure Technologies, Inc.* | | | 390,000 | | | | 1,661,400 | | | |
PetIQ, Inc.* | | | 233,816 | | | | 5,157,981 | | | |
Prestige Consumer Healthcare, Inc.* | | | 92,700 | | | | 6,382,395 | | | |
Veracyte, Inc.* | | | 182,200 | | | | 3,948,274 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 42,666,467 | | | |
| |
Industrials - 11.26% | | | |
BlueLinx Holdings, Inc.* | | | 55,857 | | | | 5,199,728 | | | |
Boise Cascade Co. | | | 50,800 | | | | 6,056,376 | | | |
Costamare, Inc. | | | 340,827 | | | | 5,599,788 | | | |
EnerSys | | | 46,700 | | | | 4,834,384 | | | |
Enviri Corp.* | | | 587,178 | | | | 5,067,346 | | | |
ESCO Technologies, Inc. | | | 48,450 | | | | 5,089,188 | | | |
GMS, Inc.* | | | 57,515 | | | | 4,636,284 | | | |
Interface, Inc. | | | 166,166 | | | | 2,439,317 | | | |
Kelly Services, Inc., Class A | | | 138,169 | | | | 2,958,198 | | | |
Manitowoc Co., Inc. (The)* | | | 211,358 | | | | 2,436,958 | | | |
Standex International Corp. | | | 22,900 | | | | 3,690,335 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
Industrials (continued) | | | |
Sterling Infrastructure, Inc.* | | | 42,600 | | | $ | 5,041,284 | | | |
TrueBlue, Inc.* | | | 180,508 | | | | 1,859,232 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 54,908,418 | | | |
| |
Information Technology - 6.40% | | | |
Amkor Technology, Inc. | | | 175,900 | | | | 7,039,518 | | | |
Digi International, Inc.* | | | 86,200 | | | | 1,976,566 | | | |
Kulicke & Soffa Industries, Inc. | | | 102,000 | | | | 5,017,380 | | | |
LiveRamp Holdings, Inc.* | | | 154,700 | | | | 4,786,418 | | | |
NetScout Systems, Inc.* | | | 127,800 | | | | 2,337,462 | | | |
ScanSource, Inc.* | | | 114,600 | | | | 5,077,926 | | | |
Squarespace, Inc., Class A* | | | 114,200 | | | | 4,982,546 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 31,217,816 | | | |
| |
Materials - 8.58% | | | |
Alpha Metallurgical | | | | | | | | | | |
Resources, Inc. | | | 20,658 | | | | 5,795,189 | | | |
Clearwater Paper Corp.* | | | 98,700 | | | | 4,783,989 | | | |
Innospec, Inc. | | | 40,000 | | | | 4,943,600 | | | |
Koppers Holdings, Inc. | | | 32,800 | | | | 1,213,272 | | | |
Metallus, Inc.* | | | 242,900 | | | | 4,923,583 | | | |
O-I Glass, Inc.* | | | 212,400 | | | | 2,364,012 | | | |
Olympic Steel, Inc. | | | 79,116 | | | | 3,546,770 | | | |
Radius Recycling, Inc., Class A | | | 87,668 | | | | 1,338,690 | | | |
Rayonier Advanced Materials, Inc.* | | | 655,000 | | | | 3,563,200 | | | |
Ryerson Holding Corp. | | | 205,700 | | | | 4,011,150 | | | |
SunCoke Energy, Inc. | | | 485,800 | | | | 4,760,840 | | | |
Trinseo PLC+ | | | 263,000 | | | | 607,530 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 41,851,825 | | | |
| |
Real Estate - 7.99% | | | |
Anywhere Real Estate, Inc.* | | | 731,895 | | | | 2,422,573 | | | |
Community Healthcare Trust, Inc. | | | 126,910 | | | | 2,968,425 | | | |
Equity Commonwealth* | | | 149,000 | | | | 2,890,600 | | | |
Essential Properties Realty Trust, Inc.+ | | | 203,900 | | | | 5,650,069 | | | |
Four Corners Property Trust, Inc.+ | | | 226,000 | | | | 5,575,420 | | | |
Getty Realty Corp. | | | 140,900 | | | | 3,756,394 | | | |
Innovative Industrial Properties, Inc. | | | 32,200 | | | | 3,516,884 | | | |
Newmark Group, Inc., Class A | | | 162,557 | | | | 1,662,958 | | | |
| | |
| | |
| 22 | | Annual Report | June 30, 2024 |
| | | | |
Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | | | | | |
| Industry Company | | | | | Shares | | | Value | | | |
| |
Common Stocks (continued) | | | |
Real Estate (continued) | | | |
Opendoor Technologies, Inc.*+ | | | | 2,397,300 | | | $ | 4,411,032 | | | |
Retail Opportunity | | | | | | | | | | | |
Investments Corp. | | | | 237,959 | | | | 2,957,830 | | | |
Terreno Realty Corp. | | | | 53,100 | | | | 3,142,458 | | | |
| | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | 38,954,643 | | | |
| |
Utilities - 1.16% | | | |
MGE Energy, Inc.+ | | | | 42,800 | | | | 3,198,016 | | | |
Otter Tail Corp. | | | | 28,300 | | | | 2,478,797 | | | |
| | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | 5,676,813 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL COMMON STOCKS - 99.90% | | | | 487,244,811 | | | |
| | | | | | | | | | | | | | |
(Cost $467,932,837) | | | | | | | | | | | |
| | | | |
| | | Rate^ | | | Shares | | | Value | | | |
| | |
MONEY MARKET FUND - 0.12% | | | | | | | |
Fidelity Investments Money Market Government Portfolio Class I | | | 5.21 | % | | | 607,005 | | | | 607,005 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL MONEY MARKET FUND - 0.12% | | | | 607,005 | | | |
| | | | | | | | | | | | | | |
(Cost $607,005) | | | | | | | |
| |
| INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.80% | | | |
Dreyfus Institutional Preferred Government Money Market Fund** | | | 5.27 | % | | | 3,914,348 | | | | 3,914,348 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 0.80% | | | | 3,914,348 | | | |
| | | | | | | | | | | | | | |
(Cost $3,914,348) | | | | | | | |
| | |
TOTAL INVESTMENTS - 100.82% | | | $ | 491,766,164 | | | |
(Cost $472,454,190) | | | | | | | |
Liabilities in Excess of Other Assets - (0.82%) | | | | (3,976,046) | | | |
| | | | | | | | | | | | | | |
| | |
NET ASSETS - 100.00% | | | $ | 487,790,118 | | | |
| | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | | | | |
| * | Non-income producing security. |
| ** | This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2024. |
| ^ | Rate disclosed as of June 30, 2024. |
| + | This security or a portion of the security is out on loan as of June 30, 2024. Total loaned securities had a value of $20,445,639 as of June 30, 2024. 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 6/30/2024:
| | | | | | | | | | | | | | | | |
| Valuation Inputs | |
| |
| Investment in Securities (Value) | |
| |
| | | Level 1 Quoted Prices | | | Level 2 Significant Observable Inputs | | | Level 3 Significant Unobservable Inputs | | | Total | |
| |
Common Stocks (a) | | | $487,244,811 | | | | $– | | | | $– | | | | $487,244,811 | |
Money Market Fund | | | 607,005 | | | | – | | | | – | | | | 607,005 | |
Investments Purchased With Cash Proceeds From Securities Lending | | | 3,914,348 | | | | – | | | | – | | | | 3,914,348 | |
| | | | | | | | | | | | | | | | |
TOTAL | | | $491,766,164 | | | | $– | | | | $– | | | | $491,766,164 | |
| | | | | | | | | | | | | | | | |
| (a) | - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings. |
See Notes to Financial Statements.
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| |
COMMON STOCKS - 99.73% | | | |
Communication Services - 5.52% | | | |
Advantage Solutions, Inc.* | | | 1,480,000 | | | $ | 4,765,600 | | | |
AMC Networks, Inc., Class A* | | | 173,500 | | | | 1,676,010 | | | |
ATN International, Inc. | | | 50,600 | | | | 1,153,680 | | | |
comScore, Inc.* | | | 15,000 | | | | 212,850 | | | |
Consolidated Communications Holdings, Inc.* | | | 249,000 | | | | 1,095,600 | | | |
Creative Realities, Inc.* | | | 10,000 | | | | 46,900 | | | |
Cumulus Media, Inc., Class A* | | | 73,300 | | | | 149,532 | | | |
EchoStar Corp., Class A*+ | | | 335,930 | | | | 5,982,913 | | | |
Entravision Communications Corp., Class A | | | 260,800 | | | | 529,424 | | | |
Gaia, Inc.* | | | 77,000 | | | | 339,570 | | | |
Gannett Co., Inc.* | | | 797,700 | | | | 3,677,397 | | | |
Gray Television, Inc. | | | 330,000 | | | | 1,716,000 | | | |
Harte Hanks, Inc.* | | | 7,700 | | | | 62,524 | | | |
Liberty Latin America, Ltd., Class A* | | | 180,000 | | | | 1,729,800 | | | |
Liberty Latin America, Ltd., Class C* | | | 776,500 | | | | 7,469,930 | | | |
Marcus Corp. (The)+ | | | 193,000 | | | | 2,194,410 | | | |
Outbrain, Inc.* | | | 66 | | | | 329 | | | |
Saga Communications, Inc., Class A | | | 27,000 | | | | 425,250 | | | |
Scholastic Corp. | | | 126,750 | | | | 4,495,823 | | | |
Sinclair, Inc.+ | | | 284,746 | | | | 3,795,664 | | | |
Sphere Entertainment Co.*+ | | | 170,000 | | | | 5,960,200 | | | |
Telephone and Data Systems, Inc. | | | 468,800 | | | | 9,718,224 | | | |
Townsquare Media, Inc., Class A | | | 129,900 | | | | 1,423,704 | | | |
United States Cellular Corp.* | | | 125,400 | | | | 6,999,828 | | | |
WideOpenWest, Inc.* | | | 100,600 | | | | 544,246 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 66,165,408 | | | |
| | |
Consumer Discretionary - 13.91% | | | | | | | |
1-800-Flowers.com, Inc., Class A*+ | | | 241,400 | | | | 2,298,128 | | | |
Aaron’s Co., Inc. (The) | | | 68,800 | | | | 686,624 | | | |
Abercrombie & Fitch Co., Class A* | | | 47,000 | | | | 8,358,480 | | | |
aka Brands Holding Corp.* | | | 1,000 | | | | 15,250 | | | |
A-Mark Precious Metals, Inc. | | | 10,000 | | | | 323,700 | | | |
AMCON Distributing Co. | | | 2,450 | | | | 335,797 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | |
Consumer Discretionary (continued) | | | | | | | |
American Axle & Manufacturing Holdings, Inc.* | | | 586,496 | | | $ | 4,099,607 | | | |
American Outdoor Brands, Inc.* | | | 49,500 | | | | 445,500 | | | |
American Public Education, Inc.* | | | 61,100 | | | | 1,074,138 | | | |
AMMO, Inc.* | | | 656,200 | | | | 1,102,416 | | | |
Ark Restaurants Corp. | | | 8,500 | | | | 110,585 | | | |
Bally’s Corp.* | | | 75,200 | | | | 900,144 | | | |
Bassett Furniture Industries, Inc. | | | 21,900 | | | | 311,199 | | | |
Beazer Homes USA, Inc.* | | | 147,500 | | | | 4,053,300 | | | |
Big 5 Sporting Goods Corp.+ | | | 113,700 | | | | 336,552 | | | |
Biglari Holdings, Inc., Class B* | | | 6,200 | | | | 1,198,956 | | | |
Caleres, Inc. | | | 25,000 | | | | 840,000 | | | |
Chegg, Inc.* | | | 9,800 | | | | 30,968 | | | |
China Automotive Systems, Inc.* | | | 146,350 | | | | 519,542 | | | |
Citi Trends, Inc.* | | | 33,400 | | | | 710,084 | | | |
Clarus Corp. | | | 114,400 | | | | 769,912 | | | |
Container Store Group, Inc. (The)* | | | 1,650 | | | | 891 | | | |
Crown Crafts, Inc. | | | 75,850 | | | | 396,695 | | | |
Dana, Inc. | | | 531,600 | | | | 6,442,992 | | | |
Designer Brands, Inc., Class A+ | | | 269,500 | | | | 1,840,685 | | | |
Destination XL Group, Inc.* | | | 169,544 | | | | 617,140 | | | |
Duluth Holdings, Inc., Class B* | | | 98,300 | | | | 362,727 | | | |
El Pollo Loco Holdings, Inc.* | | | 158,300 | | | | 1,790,373 | | | |
Escalade, Inc. | | | 5,200 | | | | 71,708 | | | |
Ethan Allen Interiors, Inc. | | | 3,500 | | | | 97,615 | | | |
Flanigan’s Enterprises, Inc. | | | 14,000 | | | | 376,320 | | | |
Flexsteel Industries, Inc. | | | 20,159 | | | | 626,139 | | | |
Foot Locker, Inc. | | | 255,000 | | | | 6,354,600 | | | |
Genesco, Inc.* | | | 45,000 | | | | 1,163,700 | | | |
GigaCloud Technology, Inc., Class A*+ | | | 178,700 | | | | 5,436,054 | | | |
G-III Apparel Group, Ltd.* | | | 232,500 | | | | 6,293,775 | | | |
Good Times Restaurants, Inc.* | | | 106,000 | | | | 268,180 | | | |
Hamilton Beach Brands Holding Co., Class A | | | 44,900 | | | | 771,831 | | | |
Haverty Furniture Cos., Inc. | | | 82,400 | | | | 2,083,896 | | | |
Hibbett, Inc. | | | 60,900 | | | | 5,311,089 | | | |
Holley, Inc.* | | | 46,300 | | | | 165,754 | | | |
Hooker Furnishings Corp. | | | 51,000 | | | | 738,480 | | | |
| | |
| | |
| 24 | | Annual Report | June 30, 2024 |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | |
Common Stocks (continued) | | | | | | | |
Consumer Discretionary (continued) | | | | | | | |
Hovnanian Enterprises, Inc., Class A* | | | 27,389 | | | $ | 3,887,047 | | | |
JAKKS Pacific, Inc.* | | | 62,300 | | | | 1,115,793 | | | |
Johnson Outdoors, Inc., Class A | | | 1,959 | | | | 68,526 | | | |
Kandi Technologies Group, Inc.*+ | | | 135,700 | | | | 297,183 | | | |
Lands’ End, Inc.* | | | 25,100 | | | | 341,109 | | | |
Landsea Homes Corp.* | | | 214,729 | | | | 1,973,360 | | | |
Latham Group, Inc.* | | | 402,300 | | | | 1,218,969 | | | |
La-Z-Boy, Inc. | | | 166,000 | | | | 6,188,480 | | | |
Legacy Housing Corp.* | | | 43,331 | | | | 994,013 | | | |
Lifetime Brands, Inc. | | | 116,850 | | | | 1,003,741 | | | |
Live Ventures, Inc.* | | | 15,550 | | | | 352,830 | | | |
Lovesac Co. (The)* | | | 31,000 | | | | 699,980 | | | |
Lulu’s Fashion Lounge Holdings, Inc.* | | | 25,000 | | | | 46,250 | | | |
M/I Homes, Inc.* | | | 88,200 | | | | 10,772,748 | | | |
MarineMax, Inc.* | | | 77,000 | | | | 2,492,490 | | | |
MasterCraft Boat Holdings, Inc.* | | | 51,600 | | | | 974,208 | | | |
Motorcar Parts of America, Inc.* | | | 94,121 | | | | 580,727 | | | |
Movado Group, Inc. | | | 84,200 | | | | 2,093,212 | | | |
ODP Corp. (The)* | | | 174,000 | | | | 6,832,980 | | | |
OneWater Marine, Inc., Class A* | | | 4,900 | | | | 135,093 | | | |
Patrick Industries, Inc.+ | | | 90,000 | | | | 9,769,500 | | | |
Perdoceo Education Corp. | | | 352,879 | | | | 7,558,668 | | | |
Qurate Retail, Inc., Class A* | | | 687,500 | | | | 433,125 | | | |
Rocky Brands, Inc. | | | 18,200 | | | | 672,672 | | | |
Sally Beauty Holdings, Inc.* | | | 327,448 | | | | 3,513,517 | | | |
Shoe Carnival, Inc.+ | | | 104,500 | | | | 3,855,005 | | | |
Smith & Wesson Brands, Inc. | | | 59,400 | | | | 851,796 | | | |
Solo Brands, Inc., Class A*+ | | | 165,000 | | | | 376,200 | | | |
Sportsman’s Warehouse Holdings, Inc.* | | | 38,300 | | | | 92,303 | | | |
Standard Motor Products, Inc. | | | 81,600 | | | | 2,262,768 | | | |
Strattec Security Corp.* | | | 12,012 | | | | 300,300 | | | |
Superior Group of Cos., Inc. | | | 38,000 | | | | 718,580 | | | |
Tilly’s, Inc., Class A* | | | 101,600 | | | | 612,648 | | | |
Traeger, Inc.* | | | 497,300 | | | | 1,193,520 | | | |
Unifi, Inc.* | | | 54,273 | | | | 319,668 | | | |
Universal Electronics, Inc.* | | | 8,160 | | | | 94,819 | | | |
Universal Technical Institute, Inc.* | | | 221,400 | | | | 3,482,622 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | |
Consumer Discretionary (continued) | | | | | | | |
Vera Bradley, Inc.* | | | 130,600 | | | $ | 817,556 | | | |
Vista Outdoor, Inc.* | | | 267,191 | | | | 10,059,741 | | | |
VOXX International Corp.*+ | | | 62,100 | | | | 196,236 | | | |
Weyco Group, Inc. | | | 40,000 | | | | 1,212,800 | | | |
Winnebago Industries, Inc. | | | 121,481 | | | | 6,584,270 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 166,778,579 | | | |
| | | |
Consumer Staples - 2.90% | | | | | | | | | | |
Andersons, Inc. (The) | | | 160,438 | | | | 7,957,725 | | | |
B&G Foods, Inc.+ | | | 217,000 | | | | 1,753,360 | | | |
Coffee Holding Co., Inc.* | | | 1,000 | | | | 2,340 | | | |
Dole PLC | | | 477,500 | | | | 5,844,600 | | | |
Fresh Del Monte Produce, Inc. | | | 191,477 | | | | 4,183,772 | | | |
HF Foods Group, Inc.* | | | 13,826 | | | | 41,478 | | | |
Ingles Markets, Inc., Class A | | | 63,400 | | | | 4,349,874 | | | |
Mannatech, Inc. | | | 8,378 | | | | 58,730 | | | |
Natural Alternatives International, Inc.* | | | 18,100 | | | | 108,962 | | | |
Natural Grocers by Vitamin Cottage, Inc. | | | 81,100 | | | | 1,719,320 | | | |
Nature’s Sunshine Products, Inc.* | | | 6,593 | | | | 99,357 | | | |
Seneca Foods Corp., Class A* | | | 25,900 | | | | 1,486,660 | | | |
SpartanNash Co. | | | 133,946 | | | | 2,512,827 | | | |
Village Super Market, Inc., Class A | | | 65,750 | | | | 1,736,457 | | | |
Weis Markets, Inc. | | | 34,825 | | | | 2,185,965 | | | |
Whole Earth Brands, Inc.*+ | | | 150,000 | | | | 729,000 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 34,770,427 | | | |
| | | |
Energy - 12.51% | | | | | | | | | | |
Adams Resources & Energy, Inc. | | | 20,500 | | | | 574,000 | | | |
Amplify Energy Corp.* | | | 174,600 | | | | 1,183,788 | | | |
Archrock, Inc. | | | 137,346 | | | | 2,777,136 | | | |
Ardmore Shipping Corp. | | | 216,400 | | | | 4,875,492 | | | |
Barnwell Industries, Inc. | | | 15,500 | | | | 36,425 | | | |
Berry Corp. | | | 353,400 | | | | 2,282,964 | | | |
Bristow Group, Inc.* | | | 64,033 | | | | 2,147,026 | | | |
Crescent Energy Co., Class A | | | 790,655 | | | | 9,369,262 | | | |
Delek US Holdings, Inc. | | | 307,000 | | | | 7,601,320 | | | |
DMC Global, Inc.*+ | | | 80,000 | | | | 1,153,600 | | | |
Dorian LPG, Ltd. | | | 211,300 | | | | 8,866,148 | | | |
Epsilon Energy, Ltd. | | | 90,000 | | | | 490,500 | | | |
Forum Energy Technologies, Inc.* | | | 28,900 | | | | 487,254 | | | |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Energy (continued) | | | | | | | | | | |
FutureFuel Corp. | | | 245,300 | | | $ | 1,258,389 | | | |
Geospace Technologies Corp.* | | | 46,416 | | | | 416,816 | | | |
Gran Tierra Energy, Inc.* | | | 150,000 | | | | 1,450,500 | | | |
Gulf Island Fabrication, Inc.* | | | 10,000 | | | | 60,700 | | | |
Gulfport Energy Corp.* | | | 44,600 | | | | 6,734,600 | | | |
Hallador Energy Co.* | | | 255,000 | | | | 1,981,350 | | | |
Mammoth Energy Services, Inc.* | | | 185,000 | | | | 606,800 | | | |
NACCO Industries, Inc., Class A | | | 41,945 | | | | 1,160,618 | | | |
Natural Gas Services Group, Inc.* | | | 114,752 | | | | 2,308,810 | | | |
NCS Multistage Holdings, Inc.* | | | 10,000 | | | | 167,800 | | | |
Oil States International, Inc.* | | | 155,700 | | | | 691,308 | | | |
Overseas Shipholding Group, Inc., Class A | | | 593,300 | | | | 5,031,184 | | | |
Par Pacific Holdings, Inc.* | | | 272,400 | | | | 6,878,100 | | | |
PHX Minerals, Inc. | | | 129,800 | | | | 423,148 | | | |
PrimeEnergy Resources Corp.* | | | 41 | | | | 4,360 | | | |
ProPetro Holding Corp.* | | | 480,000 | | | | 4,161,600 | | | |
Ranger Energy Services, Inc. | | | 113,850 | | | | 1,197,702 | | | |
REX American Resources Corp.* | | | 90,900 | | | | 4,144,131 | | | |
Ring Energy, Inc.* | | | 774,500 | | | | 1,308,905 | | | |
RPC, Inc.+ | | | 862,000 | | | | 5,387,500 | | | |
SandRidge Energy, Inc. | | | 100,550 | | | | 1,300,112 | | | |
SEACOR Marine Holdings, Inc.* | | | 26,390 | | | | 356,001 | | | |
Select Water Solutions, Inc. | | | 381,300 | | | | 4,079,910 | | | |
SFL Corp., Ltd. | | | 761,000 | | | | 10,562,680 | | | |
Smart Sand, Inc.* | | | 220,500 | | | | 465,255 | | | |
Solaris Oilfield Infrastructure, Inc., Class A | | | 68,593 | | | | 588,528 | | | |
Talos Energy, Inc.*+ | | | 608,400 | | | | 7,392,060 | | | |
Teekay Corp.* | | | 590,000 | | | | 5,292,300 | | | |
Teekay Tankers, Ltd., Class A | | | 167,000 | | | | 11,491,270 | | | |
US Energy Corp. | | | 27,000 | | | | 27,540 | | | |
US Silica Holdings, Inc.* | | | 360,000 | | | | 5,562,000 | | | |
VAALCO Energy, Inc. | | | 472,200 | | | | 2,960,694 | | | |
Vital Energy, Inc.*+ | | | 162,000 | | | | 7,260,840 | | | |
World Kinect Corp. | | | 210,600 | | | | 5,433,480 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 149,991,906 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Financials - 33.78% | | | | | | | | | | |
1st Source Corp. | | | 85,000 | | | $ | 4,557,700 | | | |
Acacia Research Corp.*+ | | | 45,000 | | | | 225,450 | | | |
ACNB Corp.+ | | | 51,400 | | | | 1,864,278 | | | |
AFC Gamma, Inc. | | | 37,500 | | | | 457,500 | | | |
Alerus Financial Corp. | | | 80,200 | | | | 1,572,722 | | | |
Amalgamated Financial Corp. | | | 129,930 | | | | 3,560,082 | | | |
Ambac Financial Group, Inc.* | | | 250,000 | | | | 3,205,000 | | | |
AmeriServ Financial, Inc. | | | 78,000 | | | | 176,280 | | | |
Ames National Corp. | | | 1,008 | | | | 20,654 | | | |
Associated Capital Group, Inc., Class A+ | | | 1,000 | | | | 34,020 | | | |
Atlantic Union Bankshares Corp. | | | 33,750 | | | | 1,108,688 | | | |
Atlanticus Holdings Corp.* | | | 1,610 | | | | 45,370 | | | |
Auburn National BanCorp, Inc. | | | 4,500 | | | | 82,305 | | | |
Banc of California, Inc. | | | 267,463 | | | | 3,418,177 | | | |
Banco Latinoamericano de Comercio Exterior SA, Class E | | | 133,400 | | | | 3,957,978 | | | |
Bank of Marin Bancorp | | | 15,047 | | | | 243,611 | | | |
Bank of NT Butterfield & Son, Ltd. (The) | | | 25,000 | | | | 878,000 | | | |
Bank of the James Financial Group, Inc. | | | 13,000 | | | | 146,380 | | | |
Bank7 Corp. | | | 51,500 | | | | 1,611,950 | | | |
BankFinancial Corp. | | | 44,100 | | | | 453,789 | | | |
BankUnited, Inc. | | | 284,764 | | | | 8,335,042 | | | |
Bankwell Financial Group, Inc. | | | 15,000 | | | | 380,550 | | | |
Banner Corp. | | | 83,127 | | | | 4,126,424 | | | |
Bar Harbor Bankshares | | | 50,966 | | | | 1,369,966 | | | |
BayCom Corp. | | | 38,313 | | | | 779,670 | | | |
BCB Bancorp, Inc. | | | 60,400 | | | | 642,052 | | | |
Berkshire Hills Bancorp, Inc. | | | 115,000 | | | | 2,622,000 | | | |
BM Technologies, Inc.* | | | 20,500 | | | | 46,125 | | | |
Bread Financial Holdings, Inc.+ | | | 195,500 | | | | 8,711,480 | | | |
Bridgewater Bancshares, Inc.* | | | 57,500 | | | | 667,575 | | | |
Brookline Bancorp, Inc. | | | 250,000 | | | | 2,087,500 | | | |
Burke & Herbert Financial Services Corp. | | | 4,173 | | | | 212,740 | | | |
Business First Bancshares, Inc. | | | 85,800 | | | | 1,867,008 | | | |
Byline Bancorp, Inc. | | | 120,800 | | | | 2,867,792 | | | |
C&F Financial Corp. | | | 13,600 | | | | 655,520 | | | |
California BanCorp* | | | 30,000 | | | | 645,000 | | | |
Cambridge Bancorp | | | 18,000 | | | | 1,242,000 | | | |
| | |
| | |
| 26 | | Annual Report | June 30, 2024 |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Financials (continued) | | | | | | | | | | |
Camden National Corp. | | | 39,100 | | | $ | 1,290,300 | | | |
Capital Bancorp, Inc.+ | | | 76,950 | | | | 1,577,475 | | | |
Capital City Bank Group, Inc. | | | 37,172 | | | | 1,057,172 | | | |
Capitol Federal Financial, Inc. | | | 325,000 | | | | 1,784,250 | | | |
Carter Bankshares, Inc.* | | | 85,685 | | | | 1,295,557 | | | |
CB Financial Services, Inc. | | | 20,400 | | | | 462,264 | | | |
Central Pacific Financial Corp. | | | 67,000 | | | | 1,420,400 | | | |
CF Bankshares, Inc. | | | 19,000 | | | | 356,440 | | | |
Chemung Financial Corp. | | | 19,500 | | | | 936,000 | | | |
ChoiceOne Financial Services, Inc.+ | | | 28,500 | | | | 816,525 | | | |
Citizens Community Bancorp, Inc. | | | 52,500 | | | | 607,425 | | | |
Citizens Financial Services, Inc. | | | 2,448 | | | | 110,013 | | | |
Citizens, Inc.*+ | | | 79,500 | | | | 216,240 | | | |
Civista Bancshares, Inc. | | | 42,523 | | | | 658,681 | | | |
CNB Financial Corp. | | | 64,300 | | | | 1,312,363 | | | |
Coastal Financial Corp.* | | | 6,500 | | | | 299,910 | | | |
Codorus Valley Bancorp, Inc. | | | 56,622 | | | | 1,361,193 | | | |
Colony Bankcorp, Inc. | | | 56,010 | | | | 686,123 | | | |
Community Trust Bancorp, Inc. | | | 60,000 | | | | 2,619,600 | | | |
Community West Bancshares | | | 100,030 | | | | 1,850,555 | | | |
ConnectOne Bancorp, Inc. | | | 114,446 | | | | 2,161,885 | | | |
Consumer Portfolio Services, Inc.*+ | | | 146,650 | | | | 1,437,170 | | | |
CrossFirst Bankshares, Inc.* | | | 184,100 | | | | 2,581,082 | | | |
Customers Bancorp, Inc.* | | | 79,591 | | | | 3,818,776 | | | |
Dime Community Bancshares, Inc. | | | 104,112 | | | | 2,123,885 | | | |
Donegal Group, Inc., Class A | | | 123,000 | | | | 1,584,240 | | | |
Eagle Bancorp Montana, Inc. | | | 21,000 | | | | 278,670 | | | |
Eagle Bancorp, Inc. | | | 58,070 | | | | 1,097,523 | | | |
Encore Capital Group, Inc.* | | | 77,500 | | | | 3,234,075 | | | |
Enova International, Inc.* | | | 105,407 | | | | 6,561,586 | | | |
Enterprise Bancorp, Inc. | | | 39,375 | | | | 979,650 | | | |
Enterprise Financial | | | | | | | | | | |
Services Corp. | | | 110,400 | | | | 4,516,464 | | | |
Equity Bancshares, Inc., Class A | | | 91,000 | | | | 3,203,200 | | | |
ESSA Bancorp, Inc. | | | 44,700 | | | | 786,273 | | | |
Evans Bancorp, Inc.+ | | | 8,000 | | | | 224,880 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Financials (continued) | | | | | | | | | | |
EZCORP, Inc., Class A* | | | 416,200 | | | $ | 4,357,614 | | | |
Farmers National Banc Corp. | | | 22,968 | | | | 286,870 | | | |
FB Financial Corp. | | | 136,600 | | | | 5,331,498 | | | |
Federal Agricultural Mortgage Corp., Class C | | | 26,600 | | | | 4,809,812 | | | |
Financial Institutions, Inc. | | | 70,000 | | | | 1,352,400 | | | |
Finwise Bancorp* | | | 30,700 | | | | 313,447 | | | |
First Bancorp, Inc. (The) | | | 1,000 | | | | 24,850 | | | |
First Bancshares, Inc. (The) | | | 79,400 | | | | 2,062,812 | | | |
First Bank | | | 85,230 | | | | 1,085,830 | | | |
First Busey Corp. | | | 184,000 | | | | 4,454,640 | | | |
First Business Financial Services, Inc. | | | 45,400 | | | | 1,679,346 | | | |
First Capital, Inc. | | | 15,035 | | | | 457,816 | | | |
First Commonwealth Financial Corp. | | | 273,800 | | | | 3,781,178 | | | |
First Community Corp. | | | 35,000 | | | | 603,750 | | | |
First Financial Bancorp | | | 287,000 | | | | 6,377,140 | | | |
First Financial Corp. | | | 39,362 | | | | 1,451,671 | | | |
First Financial Northwest, Inc. | | | 17,882 | | | | 377,847 | | | |
First Guaranty Bancshares, Inc. | | | 27,472 | | | | 247,248 | | | |
First Internet Bancorp | | | 25,000 | | | | 675,500 | | | |
First Merchants Corp. | | | 190,600 | | | | 6,345,074 | | | |
First Mid Bancshares, Inc. | | | 51,500 | | | | 1,693,320 | | | |
First National Corp.+ | | | 33,800 | | | | 513,422 | | | |
First Northwest Bancorp | | | 30,287 | | | | 293,481 | | | |
First of Long Island Corp. (The) | | | 32,100 | | | | 321,642 | | | |
First Savings Financial Group, Inc. | | | 20,700 | | | | 368,253 | | | |
First United Corp. | | | 29,176 | | | | 595,774 | | | |
First US Bancshares, Inc. | | | 6,468 | | | | 59,829 | | | |
Flushing Financial Corp. | | | 90,997 | | | | 1,196,611 | | | |
Franklin Financial Services Corp. | | | 30,700 | | | | 868,196 | | | |
FS Bancorp, Inc. | | | 39,000 | | | | 1,421,550 | | | |
FVCBankcorp, Inc.* | | | 42,499 | | | | 464,089 | | | |
Great Elm Group, Inc.* | | | 4,500 | | | | 8,100 | | | |
Great Southern Bancorp, Inc. | | | 10,000 | | | | 556,100 | | | |
Green Dot Corp., Class A* | | | 85,000 | | | | 803,250 | | | |
Guild Holdings Co., Class A# | | | 227,001 | | | | 3,357,345 | | | |
Hanmi Financial Corp. | | | 98,100 | | | | 1,640,232 | | | |
Hanover Bancorp, Inc. | | | 13,924 | | | | 229,746 | | | |
HarborOne Bancorp, Inc. | | | 112,400 | | | | 1,251,012 | | | |
Hawthorn Bancshares, Inc.+ | | | 28,404 | | | | 562,399 | | | |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Financials (continued) | | | | | | | | | | |
Heartland Financial USA, Inc. | | | 119,700 | | | $ | 5,320,665 | | | |
Hennessy Advisors, Inc. | | | 7,000 | | | | 49,840 | | | |
Heritage Commerce Corp. | | | 132,464 | | | | 1,152,437 | | | |
Heritage Financial Corp. | | | 122,500 | | | | 2,208,675 | | | |
Heritage Insurance Holdings, Inc.* | | | 97,100 | | | | 687,468 | | | |
Hilltop Holdings, Inc. | | | 152,000 | | | | 4,754,560 | | | |
HMN Financial, Inc. | | | 23,800 | | | | 544,782 | | | |
Home Bancorp, Inc. | | | 30,494 | | | | 1,220,065 | | | |
Hope Bancorp, Inc. | | | 404,800 | | | | 4,347,552 | | | |
Horace Mann Educators Corp. | | | 153,100 | | | | 4,994,122 | | | |
Horizon Bancorp, Inc. | | | 127,667 | | | | 1,579,241 | | | |
Independent Bank Corp. | | | 113,100 | | | | 3,646,700 | | | |
Independent Bank Group, Inc. | | | 39,350 | | | | 1,791,212 | | | |
Investar Holding Corp. | | | 43,000 | | | | 662,200 | | | |
Investors Title Co. | | | 5,494 | | | | 989,634 | | | |
James River Group Holdings, Ltd. | | | 75,000 | | | | 579,750 | | | |
Kearny Financial Corp. | | | 131,462 | | | | 808,491 | | | |
Landmark Bancorp, Inc. | | | 17,707 | | | | 339,974 | | | |
LCNB Corp.+ | | | 58,600 | | | | 815,126 | | | |
LendingTree, Inc.* | | | 15,000 | | | | 623,850 | | | |
loanDepot, Inc., Class A* | | | 912,664 | | | | 1,505,896 | | | |
Logan Ridge Finance Corp. | | | 12,600 | | | | 283,374 | | | |
MainStreet Bancshares, Inc. | | | 36,000 | | | | 638,280 | | | |
Mercantile Bank Corp. | | | 47,300 | | | | 1,918,961 | | | |
Merchants Bancorp | | | 167,211 | | | | 6,778,734 | | | |
Mercury General Corp. | | | 64,500 | | | | 3,427,530 | | | |
Meridian Corp. | | | 43,800 | | | | 460,776 | | | |
Metrocity Bankshares, Inc. | | | 9,291 | | | | 245,282 | | | |
Metropolitan Bank Holding Corp.* | | | 23,300 | | | | 980,697 | | | |
Mid Penn Bancorp, Inc. | | | 26,603 | | | | 583,936 | | | |
Middlefield Banc Corp. | | | 34,000 | | | | 817,700 | | | |
Midland States Bancorp, Inc. | | | 113,700 | | | | 2,575,305 | | | |
MidWestOne Financial Group, Inc. | | | 49,260 | | | | 1,107,857 | | | |
MVB Financial Corp. | | | 32,600 | | | | 607,664 | | | |
National Bank Holdings Corp., Class A | | | 30,000 | | | | 1,171,500 | | | |
National Western Life Group, Inc., Class A | | | 3,600 | | | | 1,788,984 | | | |
Navient Corp. | | | 450,000 | | | | 6,552,000 | | | |
Nicolet Bankshares, Inc. | | | 18,170 | | | | 1,508,837 | | | |
NMI Holdings, Inc., Class A* | | | 10,000 | | | | 340,400 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Financials (continued) | | | | | | | | | | |
Northeast Community Bancorp, Inc. | | | 53,139 | | | $ | 946,937 | | | |
Northfield Bancorp, Inc. | | | 114,800 | | | | 1,088,304 | | | |
Northrim BanCorp, Inc. | | | 30,800 | | | | 1,775,312 | | | |
Northwest Bancshares, Inc. | | | 413,200 | | | | 4,772,460 | | | |
Oak Valley Bancorp | | | 40,000 | | | | 998,800 | | | |
OceanFirst Financial Corp. | | | 170,323 | | | | 2,706,432 | | | |
Ohio Valley Banc Corp. | | | 15,700 | | | | 314,000 | | | |
Old Second Bancorp, Inc. | | | 132,603 | | | | 1,963,850 | | | |
Onity Group, Inc.* | | | 42,501 | | | | 1,019,174 | | | |
OP Bancorp | | | 91,900 | | | | 881,321 | | | |
Oportun Financial Corp.* | | | 112,500 | | | | 326,250 | | | |
Oppenheimer Holdings, Inc., Class A | | | 49,493 | | | | 2,371,210 | | | |
Origin Bancorp, Inc. | | | 92,522 | | | | 2,934,798 | | | |
Orrstown Financial Services, Inc. | | | 31,600 | | | | 864,576 | | | |
Parke Bancorp, Inc.+ | | | 50,099 | | | | 871,723 | | | |
Pathfinder Bancorp, Inc. | | | 10,200 | | | | 134,436 | | | |
Pathward Financial, Inc. | | | 15,181 | | | | 858,789 | | | |
Patriot National Bancorp, Inc.* | | | 15,182 | | | | 28,390 | | | |
Paysafe, Ltd.* | | | 218,900 | | | | 3,870,152 | | | |
PCB Bancorp | | | 58,600 | | | | 954,008 | | | |
Peapack-Gladstone Financial Corp. | | | 43,894 | | | | 994,199 | | | |
Penns Woods Bancorp, Inc.+ | | | 23,229 | | | | 477,356 | | | |
Peoples Bancorp of North Carolina, Inc. | | | 27,617 | | | | 806,416 | | | |
Peoples Bancorp, Inc. | | | 152,470 | | | | 4,574,100 | | | |
Peoples Financial Services Corp.+ | | | 22,900 | | | | 1,042,866 | | | |
Pioneer Bancorp, Inc.* | | | 82,600 | | | | 826,826 | | | |
Plumas Bancorp | | | 2,000 | | | | 71,960 | | | |
Preferred Bank | | | 20,833 | | | | 1,572,683 | | | |
Premier Financial Corp. | | | 110,300 | | | | 2,256,738 | | | |
Primis Financial Corp. | | | 31,600 | | | | 331,168 | | | |
Princeton Bancorp, Inc. | | | 34,480 | | | | 1,141,288 | | | |
PROG Holdings, Inc. | | | 34,500 | | | | 1,196,460 | | | |
Provident Bancorp, Inc.*+ | | | 54,600 | | | | 556,374 | | | |
Provident Financial Holdings, Inc. | | | 26,600 | | | | 332,500 | | | |
Provident Financial Services, Inc. | | | 132,631 | | | | 1,903,255 | | | |
QCR Holdings, Inc. | | | 61,000 | | | | 3,660,000 | | | |
RBB Bancorp | | | 65,883 | | | | 1,239,259 | | | |
Red River Bancshares, Inc.+ | | | 200 | | | | 9,598 | | | |
Regional Management Corp. | | | 56,100 | | | | 1,612,314 | | | |
| | |
| | |
| 28 | | Annual Report | June 30, 2024 |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Financials (continued) | | | | | | | | | | |
Renasant Corp. | | | 203,280 | | | $ | 6,208,171 | | | |
Republic Bancorp, Inc., Class A | | | 49,362 | | | | 2,646,297 | | | |
Rhinebeck Bancorp, Inc.* | | | 30,000 | | | | 235,800 | | | |
Richmond Mutual BanCorp, Inc. | | | 25,000 | | | | 293,500 | | | |
Riverview Bancorp, Inc. | | | 119,500 | | | | 476,805 | | | |
Runway Growth Finance Corp. | | | 78,400 | | | | 921,984 | | | |
S&T Bancorp, Inc. | | | 149,601 | | | | 4,995,177 | | | |
Sandy Spring Bancorp, Inc. | | | 72,450 | | | | 1,764,882 | | | |
SB Financial Group, Inc. | | | 35,490 | | | | 496,860 | | | |
Security National Financial Corp., Class A* | | | 56,672 | | | | 452,809 | | | |
Shore Bancshares, Inc. | | | 117,844 | | | | 1,349,314 | | | |
Sierra Bancorp | | | 53,000 | | | | 1,186,140 | | | |
Simmons First National Corp., Class A | | | 257,800 | | | | 4,532,124 | | | |
SiriusPoint, Ltd.* | | | 697,100 | | | | 8,504,620 | | | |
SmartFinancial, Inc. | | | 56,500 | | | | 1,337,355 | | | |
Sound Financial Bancorp, Inc. | | | 10,000 | | | | 439,600 | | | |
South Plains Financial, Inc. | | | 99,700 | | | | 2,691,900 | | | |
Southern First Bancshares, Inc.* | | | 27,038 | | | | 790,591 | | | |
Southern Missouri Bancorp, Inc. | | | 11,000 | | | | 495,110 | | | |
Southern States Bancshares, Inc. | | | 35,000 | | | | 949,900 | | | |
Southside Bancshares, Inc. | | | 29,500 | | | | 814,495 | | | |
Stellar Bancorp, Inc. | | | 25,000 | | | | 574,000 | | | |
Stewart Information Services Corp. | | | 103,814 | | | | 6,444,773 | | | |
Summit State Bank | | | 21,000 | | | | 198,450 | | | |
SWK Holdings Corp.* | | | 33,405 | | | | 567,551 | | | |
Third Coast Bancshares, Inc.* | | | 58,000 | | | | 1,233,660 | | | |
Timberland Bancorp, Inc. | | | 47,900 | | | | 1,297,611 | | | |
Tiptree, Inc. | | | 177,200 | | | | 2,922,028 | | | |
Towne Bank | | | 120,600 | | | | 3,288,762 | | | |
TriCo Bancshares | | | 15,900 | | | | 629,163 | | | |
TrustCo Bank Corp. NY | | | 46,680 | | | | 1,342,984 | | | |
Trustmark Corp. | | | 200,500 | | | | 6,023,020 | | | |
Union Bankshares, Inc. | | | 139 | | | | 2,986 | | | |
United Bancorp, Inc. | | | 8,400 | | | | 105,420 | | | |
United Fire Group, Inc. | | | 53,100 | | | | 1,141,119 | | | |
United Security Bancshares | | | 50,000 | | | | 362,500 | | | |
Unity Bancorp, Inc. | | | 43,867 | | | | 1,297,147 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Financials (continued) | | | | | | | | | | |
Universal Insurance Holdings, Inc. | | | 91,617 | | | $ | 1,718,735 | | | |
Univest Financial Corp. | | | 123,179 | | | | 2,812,177 | | | |
US Global Investors, Inc., Class A | | | 48,500 | | | | 126,585 | | | |
Velocity Financial, Inc.*+ | | | 156,650 | | | | 2,808,735 | | | |
Veritex Holdings, Inc. | | | 139,380 | | | | 2,939,524 | | | |
Virtus Investment Partners, Inc. | | | 11,232 | | | | 2,536,747 | | | |
WaFd, Inc. | | | 241,352 | | | | 6,897,840 | | | |
Washington Trust Bancorp, Inc. | | | 45,000 | | | | 1,233,450 | | | |
Waterstone Financial, Inc. | | | 37,000 | | | | 473,230 | | | |
WesBanco, Inc. | | | 134,000 | | | | 3,739,940 | | | |
Western New England Bancorp, Inc. | | | 83,597 | | | | 575,147 | | | |
Westwood Holdings Group, Inc. | | | 26,452 | | | | 322,185 | | | |
World Acceptance Corp.* | | | 20,100 | | | | 2,483,958 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 404,846,117 | | | |
| | | |
Health Care - 3.07% | | | | | | | | | | |
AdaptHealth Corp.* | | | 470,000 | | | | 4,700,000 | | | |
American Shared Hospital Services* | | | 8,500 | | | | 27,157 | | | |
Avanos Medical, Inc.* | | | 143,417 | | | | 2,856,867 | | | |
Aytu BioPharma, Inc.*+ | | | 1,500 | | | | 4,365 | | | |
Bioventus, Inc., Class A* | | | 225,000 | | | | 1,293,750 | | | |
CareCloud, Inc.* | | | 29,200 | | | | 56,064 | | | |
Cross Country Healthcare, Inc.* | | | 105,800 | | | | 1,464,272 | | | |
Enhabit, Inc.* | | | 184,300 | | | | 1,643,956 | | | |
FONAR Corp.* | | | 30,300 | | | | 484,800 | | | |
Fulgent Genetics, Inc.* | | | 37,708 | | | | 739,831 | | | |
Innoviva, Inc.*+ | | | 289,190 | | | | 4,742,716 | | | |
Multiplan Corp.* | | | 940,100 | | | | 365,135 | | | |
Ocuphire Pharma, Inc.* | | | 80,400 | | | | 123,012 | | | |
OraSure Technologies, Inc.* | | | 279,000 | | | | 1,188,540 | | | |
Owens & Minor, Inc.*+ | | | 293,600 | | | | 3,963,600 | | | |
Pediatrix Medical Group, Inc.* | | | 265,000 | | | | 2,000,750 | | | |
Premier, Inc., Class A | | | 30,000 | | | | 560,100 | | | |
ProPhase Labs, Inc.*+ | | | 5,000 | | | | 20,900 | | | |
Retractable Technologies, Inc.* | | | 9,430 | | | | 10,184 | | | |
SCYNEXIS, Inc.* | | | 186,000 | | | | 372,000 | | | |
Spero Therapeutics, Inc.* | | | 50,000 | | | | 65,000 | | | |
Vanda Pharmaceuticals, Inc.* | | | 25,100 | | | | 141,815 | | | |
Varex Imaging Corp.* | | | 184,700 | | | | 2,720,631 | | | |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Health Care (continued) | | | | | | | | | | |
Vir Biotechnology, Inc.* | | | 295,200 | | | $ | 2,627,280 | | | |
Voyager Therapeutics, Inc.*+ | | | 138,000 | | | | 1,091,580 | | | |
XBiotech, Inc.* | | | 20,000 | | | | 102,800 | | | |
Zymeworks, Inc.* | | | 406,900 | | | | 3,462,719 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 36,829,824 | | | |
| | | |
Industrials - 15.82% | | | | | | | | | | |
ACCO Brands Corp. | | | 381,300 | | | | 1,792,110 | | | |
Air Industries Group* | | | 9 | | | | 31 | | | |
Air Transport Services Group, Inc.* | | | 170,000 | | | | 2,357,900 | | | |
Allegiant Travel Co.+ | | | 68,200 | | | | 3,425,686 | | | |
Alpha Pro Tech, Ltd.* | | | 24,124 | | | | 132,682 | | | |
American Woodmark Corp.* | | | 83,400 | | | | 6,555,240 | | | |
ARC Document Solutions, Inc. | | | 301,700 | | | | 796,488 | | | |
Avalon Holdings Corp., Class A* | | | 16,900 | | | | 37,180 | | | |
AZZ, Inc. | | | 59,600 | | | | 4,604,100 | | | |
BlueLinx Holdings, Inc.* | | | 45,000 | | | | 4,189,050 | | | |
BrightView Holdings, Inc.* | | | 454,500 | | | | 6,044,850 | | | |
Caesarstone, Ltd.* | | | 123,177 | | | | 615,885 | | | |
CBAK Energy Technology, Inc.* | | | 360,000 | | | | 493,200 | | | |
Civeo Corp. | | | 77,255 | | | | 1,925,195 | | | |
Commercial Vehicle Group, Inc.* | | | 128,600 | | | | 630,140 | | | |
CompX International, Inc. | | | 1,000 | | | | 24,670 | | | |
Concrete Pumping Holdings, Inc.* | | | 313,000 | | | | 1,881,130 | | | |
Conduent, Inc.* | | | 684,200 | | | | 2,230,492 | | | |
Costamare, Inc. | | | 570,400 | | | | 9,371,672 | | | |
Covenant Logistics Group, Inc. | | | 85,400 | | | | 4,209,366 | | | |
Deluxe Corp. | | | 187,000 | | | | 4,200,020 | | | |
DNOW, Inc.* | | | 250,000 | | | | 3,432,500 | | | |
Eastern Co. (The) | | | 19,601 | | | | 499,237 | | | |
Enviri Corp.* | | | 387,580 | | | | 3,344,815 | | | |
Genco Shipping & Trading, Ltd. | | | 230,900 | | | | 4,920,479 | | | |
Golden Ocean Group, Ltd.+ | | | 738,400 | | | | 10,189,920 | | | |
Greenbrier Cos., Inc. (The)+ | | | 151,500 | | | | 7,506,825 | | | |
Greenland Technologies Holding Corp.* | | | 5,000 | | | | 7,050 | | | |
Heartland Express, Inc. | | | 268,000 | | | | 3,304,440 | | | |
Hurco Cos., Inc. | | | 12,060 | | | | 184,036 | | | |
JELD-WEN Holding, Inc.* | | | 381,200 | | | | 5,134,764 | | | |
JetBlue Airways Corp.*+ | | | 1,157,500 | | | | 7,049,175 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Industrials (continued) | | | | | | | | | | |
Kelly Services, Inc., Class A | | | 139,383 | | | $ | 2,984,190 | | | |
Limbach Holdings, Inc.* | | | 3,000 | | | | 170,790 | | | |
Manitowoc Co., Inc. (The)* | | | 146,550 | | | | 1,689,722 | | | |
Mastech Digital, Inc.* | | | 1,000 | | | | 7,500 | | | |
Masterbrand, Inc.* | | | 570,000 | | | | 8,367,600 | | | |
Mayville Engineering Co., Inc.* | | | 97,810 | | | | 1,629,515 | | | |
MillerKnoll, Inc. | | | 322,000 | | | | 8,529,780 | | | |
Mistras Group, Inc.* | | | 137,050 | | | | 1,136,144 | | | |
NL Industries, Inc. | | | 66,962 | | | | 403,781 | | | |
NN, Inc.* | | | 137,500 | | | | 412,500 | | | |
Northwest Pipe Co.* | | | 50,000 | | | | 1,698,500 | | | |
Orion Group Holdings, Inc.* | | | 65,422 | | | | 622,163 | | | |
PAM Transportation Services, Inc.* | | | 94,220 | | | | 1,636,601 | | | |
Pangaea Logistics Solutions, Ltd.+ | | | 296,300 | | | | 2,320,029 | | | |
Park-Ohio Holdings Corp. | | | 22,484 | | | | 582,111 | | | |
Perma-Pipe International Holdings, Inc.* | | | 14,000 | | | | 124,600 | | | |
Preformed Line Products Co. | | | 1,000 | | | | 124,540 | | | |
Proto Labs, Inc.* | | | 39,800 | | | | 1,229,422 | | | |
Quad/Graphics, Inc. | | | 306,500 | | | | 1,670,425 | | | |
Quanex Building Products Corp. | | | 126,700 | | | | 3,503,255 | | | |
Radiant Logistics, Inc.* | | | 175,250 | | | | 997,172 | | | |
Resources Connection, Inc. | | | 135,500 | | | | 1,495,920 | | | |
Safe Bulkers, Inc. | | | 542,100 | | | | 3,155,022 | | | |
Servotronics, Inc.* | | | 1,500 | | | | 17,850 | | | |
SkyWest, Inc.* | | | 175,000 | | | | 14,362,250 | | | |
Star Bulk Carriers Corp. | | | 114,279 | | | | 2,786,122 | | | |
Steelcase, Inc., Class A | | | 495,000 | | | | 6,415,200 | | | |
Sun Country Airlines Holdings, Inc.* | | | 198,800 | | | | 2,496,928 | | | |
Titan International, Inc.*+ | | | 364,200 | | | | 2,698,722 | | | |
TrueBlue, Inc.* | | | 32,150 | | | | 331,145 | | | |
Tutor Perini Corp.* | | | 275,000 | | | | 5,989,500 | | | |
Universal Logistics Holdings, Inc. | | | 115,189 | | | | 4,675,522 | | | |
V2X, Inc.* | | | 21,500 | | | | 1,031,140 | | | |
Wabash National Corp. | | | 37,700 | | | | 823,368 | | | |
Willis Lease Finance Corp. | | | 35,400 | | | | 2,453,220 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 189,662,577 | | | |
| | |
Information Technology - 4.98% | | | | | | | |
Adeia, Inc. | | | 431,800 | | | | 4,829,683 | | | |
| | |
| | |
| 30 | | Annual Report | June 30, 2024 |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | |
Common Stocks (continued) | | | | | | | |
Information Technology (continued) | | | | | | | |
Alpha & Omega Semiconductor, Ltd.* | | | 74,544 | | | $ | 2,785,709 | | | |
Benchmark Electronics, Inc. | | | 47,385 | | | | 1,869,812 | | | |
Cleanspark, Inc.*+ | | | 275,000 | | | | 4,386,250 | | | |
Daktronics, Inc.* | | | 211,100 | | | | 2,944,845 | | | |
Data Storage Corp.*+ | | | 2,266 | | | | 14,865 | | | |
E2open Parent Holdings, Inc.* | | | 769,600 | | | | 3,455,504 | | | |
Eastman Kodak Co.* | | | 273,000 | | | | 1,468,740 | | | |
Key Tronic Corp.* | | | 2,000 | | | | 8,100 | | | |
Kimball Electronics, Inc.* | | | 12,900 | | | | 283,542 | | | |
Methode Electronics, Inc. | | | 66,000 | | | | 683,100 | | | |
NCR Voyix Corp.* | | | 525,000 | | | | 6,483,750 | | | |
NETGEAR, Inc.* | | | 103,400 | | | | 1,582,020 | | | |
NetScout Systems, Inc.* | | | 177,400 | | | | 3,244,646 | | | |
Photronics, Inc.* | | | 206,050 | | | | 5,083,254 | | | |
Richardson Electronics, Ltd. | | | 15,000 | | | | 178,350 | | | |
ScanSource, Inc.* | | | 104,301 | | | | 4,621,577 | | | |
SigmaTron International, Inc.* | | | 2,000 | | | | 11,180 | | | |
Synchronoss Technologies, Inc.* | | | 2,000 | | | | 18,600 | | | |
Taitron Components, Inc., Class A | | | 10,000 | | | | 26,500 | | | |
Trio-Tech International* | | | 21,800 | | | | 132,758 | | | |
TTM Technologies, Inc.* | | | 490,653 | | | | 9,533,388 | | | |
Upland Software, Inc.* | | | 25,000 | | | | 62,250 | | | |
WidePoint Corp.* | | | 11,000 | | | | 46,090 | | | |
Xerox Holdings Corp.+ | | | 512,500 | | | | 5,955,250 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 59,709,763 | | | |
| | | |
Materials - 5.48% | | | | | | | | | | |
AdvanSix, Inc. | | | 100,700 | | | | 2,308,044 | | | |
Alto Ingredients, Inc.* | | | 302,000 | | | | 436,390 | | | |
Ascent Industries Co.* | | | 39,525 | | | | 385,764 | | | |
Caledonia Mining Corp. PLC | | | 9,200 | | | | 89,424 | | | |
Clearwater Paper Corp.* | | | 91,650 | | | | 4,442,275 | | | |
Core Molding Technologies, Inc.* | | | 37,900 | | | | 604,126 | | | |
Friedman Industries, Inc. | | | 20,300 | | | | 306,530 | | | |
Intrepid Potash, Inc.* | | | 56,856 | | | | 1,332,136 | | | |
Koppers Holdings, Inc. | | | 4,100 | | | | 151,659 | | | |
Kronos Worldwide, Inc. | | | 35,800 | | | | 449,290 | | | |
Mativ Holdings, Inc. | | | 165,000 | | | | 2,798,400 | | | |
Mercer International, Inc. | | | 276,150 | | | | 2,358,321 | | | |
Metallus, Inc.* | | | 259,000 | | | | 5,249,930 | | | |
Olympic Steel, Inc. | | | 67,267 | | | | 3,015,580 | | | |
Pactiv Evergreen, Inc. | | | 712,643 | | | | 8,067,119 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Materials (continued) | | | | | | | | | | |
Radius Recycling, Inc., Class A | | | 92,800 | | | $ | 1,417,056 | | | |
Ramaco Resources, Inc., Class A+ | | | 1,400 | | | | 17,430 | | | |
Ranpak Holdings Corp.* | | | 296,000 | | | | 1,903,280 | | | |
Rayonier Advanced Materials, Inc.* | | | 246,091 | | | | 1,338,735 | | | |
Ryerson Holding Corp. | | | 90,000 | | | | 1,755,000 | | | |
SunCoke Energy, Inc. | | | 497,700 | | | | 4,877,460 | | | |
Tronox Holdings PLC | | | 663,000 | | | | 10,402,470 | | | |
Universal Stainless & Alloy Products, Inc.* | | | 40,000 | | | | 1,095,200 | | | |
Valhi, Inc. | | | 93,527 | | | | 1,667,586 | | | |
Warrior Met Coal, Inc. | | | 146,992 | | | | 9,226,688 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 65,695,893 | | | |
| | | |
Real Estate - 1.76% | | | | | | | | | | |
AMREP Corp.* | | | 52,000 | | | | 983,320 | | | |
Anywhere Real Estate, Inc.* | | | 195,000 | | | | 645,450 | | | |
Forestar Group, Inc.* | | | 224,800 | | | | 7,191,352 | | | |
Newmark Group, Inc., Class A | | | 705,000 | | | | 7,212,150 | | | |
Opendoor Technologies, Inc.* | | | 2,325,000 | | | | 4,278,000 | | | |
RE/MAX Holdings, Inc., Class A | | | 91,400 | | | | 740,340 | | | |
Transcontinental Realty Investors, Inc.* | | | 1,400 | | | | 38,822 | | | |
| | | | | | | | | | |
| | | | | | | 21,089,434 | | | |
| | | | | | | | | | |
| | |
TOTAL COMMON STOCKS - 99.73% | | | | 1,195,539,928 | | | |
| | | | | | | | | | |
(Cost $948,908,868) | | | | | | | | | | |
| | | | | | | | | | |
| |
PREFERRED STOCK - 0.00% | | | |
Air T Funding, 8.00%+ | | | 221 | | | | 3,735 | | | |
| | | | | | | | | | |
| | |
TOTAL PREFERRED STOCK - 0.00% | | | | 3,735 | | | |
| | | | | | | | | | |
(Cost $4,596) | | | | | | | | | | |
| | | | | | | | | | |
| | | |
RIGHTS - 0.01% | | | | | | | | | | |
Pineapple Holdings, Inc., CVR*Δ#+++ | | | 5,000 | | | | 1,350 | | | |
Resolute Forest Products, Inc., CVR, expiring 12/31/49*Δ# | | | 335,500 | | | | 97,295 | | | |
| | | | | | | | | | |
TOTAL RIGHTS - 0.01% | | | | 98,645 | | | |
| | | | | | | | | | |
(Cost $ – ) | | | | | | | | | | |
| | | | | | | | | | |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | | | | | |
| | | Rate^ | | | Shares | | | Value | | | |
| | |
MONEY MARKET FUND - 0.27% | | | | | | | |
Fidelity Investments Money Market Government Portfolio Class I | | | 5.21% | | | | 3,238,788 | | | $ | 3,238,788 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL MONEY MARKET FUND - 0.27% | | | | 3,238,788 | | | |
| | | | | | | | | | | | | | |
(Cost $3,238,788) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| |
INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES
LENDING - 1.50% | | | |
Dreyfus Institutional Preferred Government Money Market Fund** | | | 5.27% | | | | 17,988,025 | | | | 17,988,025 | | | |
| | | | | | | | | | | | | | |
| | |
TOTAL INVESTMENTS PURCHASED WITH CASH PROCEEDS FROM SECURITIES LENDING - 1.50% | | | | 17,988,025 | | | |
| | | | | | | | | | | | | | |
(Cost $17,988,025) | | | | | | | |
| | |
TOTAL INVESTMENTS - 101.51% | | | $ | 1,216,869,121 | | | |
(Cost $970,140,277) | | | | | | | | | | | | | | |
Liabilities in Excess of Other
Assets - (1.51%) | | | | (18,142,646 | ) | | |
| | | | | | | | | | | | | | |
| | |
NET ASSETS - 100.00% | | | $ | 1,198,726,475 | | | |
| | | | | | | | | | | | | | |
| * | Non-income producing security. |
| + | This security or a portion of the security is out on loan as of June 30, 2024. Total loaned securities had a value of $69,796,086 as of June 30, 2024. 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 $3,455,990, which is 0.29% of total net assets. |
| +++ | No stated maturity date. |
| Δ | Security was fair valued using significant unobservable inputs. |
| | As such, the security is classified as Level 3 in the fair value hierarchy. |
| ^ | Rate disclosed as of June 30, 2024. |
| ** | This security represents the investment of the cash collateral received in connection with securities out on loan as of June 30, 2024. |
CVR - Contingent Value Right
PLC - Public Limited Company
| | |
| | |
| 32 | | Annual Report | June 30, 2024 |
| | | | |
Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Summary of inputs used to value the Fund’s investments as of 6/30/2024:
| | | | | | | | | | | | | | | | |
| | | Valuation Inputs | |
| | | Investment in Securities (Value) | |
| | | Level 1 Quoted Prices | | | Level 2 Significant
Observable Inputs | | | Level 3 Significant
Unobservable
Inputs | | | Total | |
Common Stocks | | | | | | | | | | | | | | | | |
Consumer Discretionary | | | $166,442,782 | | | | $335,797 | | | | $– | | | | $166,778,579 | |
Other Industries (a) | | | 1,028,761,349 | | | | – | | | | – | | | | 1,028,761,349 | |
| | | | | | | | | | | | | | | | |
Total Common Stocks | | | 1,195,204,131 | | | | 335,797 | | | | – | | | | 1,195,539,928 | |
Preferred Stock | | | 3,735 | | | | – | | | | – | | | | 3,735 | |
Rights | | | – | | | | – | | | | 98,645 | | | | 98,645 | |
Money Market Fund | | | 3,238,788 | | | | – | | | | – | | | | 3,238,788 | |
Investments Purchased With Cash Proceeds From Securities Lending | | | 17,988,025 | | | | – | | | | – | | | | 17,988,025 | |
| | | | | | | | | | | | | | | | |
TOTAL | | | $1,216,434,679 | | | | $335,797 | | | | $98,645 | | | | $1,216,869,121 | |
| | | | | | | | | | | | | | | | |
(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
| | | | |
| Investment in Securities (Value) | |
| | | Rights |
| |
Balance as of 06/30/2023 | | $ | 97,295 | |
Purchases/Issuances | | | – | |
Sales/Expirations | | | – | |
Return of Capital | | | – | |
Realized Gain/(Loss) | | | – | |
Change in unrealized Appreciation/(Depreciation) | | | 1,350 | |
Transfers in | | | – | |
Transfers out | | | – | |
| | | | |
Balance as of 06/30/2024 | | $ | 98,645 | |
| | | | |
Net change in unrealized Appreciation/(Depreciation) from investments held as of 06/30/2024 | | $ | 1,350 | |
| | | | |
See Notes to Financial Statements.
| | | | |
Managed Volatility Fund SCHEDULE OF INVESTMENTS | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
COMMON STOCKS - 62.37% | | | | | | | | | | |
Communication Services - 5.89% | | | | | | | | | | |
Alphabet, Inc., Class A# | | | 3,300 | | | $ | 601,095 | | | |
Alphabet, Inc., Class C# | | | 3,300 | | | | 605,286 | | | |
AT&T, Inc. | | | 1,740 | | | | 33,251 | | | |
Comcast Corp., Class A | | | 600 | | | | 23,496 | | | |
Electronic Arts, Inc.# | | | 1,900 | | | | 264,727 | | | |
Meta Platforms, Inc., Class A# | | | 400 | | | | 201,688 | | | |
Verizon Communications, Inc. | | | 900 | | | | 37,116 | | | |
Walt Disney Co. (The) | | | 565 | | | | 56,099 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 1,822,758 | | | |
| | | |
Consumer Discretionary - 7.19% | | | | | | | | | | |
Amazon.com, Inc.*# | | | 4,100 | | | | 792,325 | | | |
AutoZone, Inc.* | | | 100 | | | | 296,410 | | | |
eBay, Inc. | | | 500 | | | | 26,860 | | | |
Expedia Group, Inc.*# | | | 2,500 | | | | 314,975 | | | |
Ford Motor Co. | | | 875 | | | | 10,972 | | | |
General Motors Co.# | | | 700 | | | | 32,522 | | | |
McDonald’s Corp.# | | | 1,800 | | | | 458,712 | | | |
NIKE, Inc., Class B | | | 400 | | | | 30,148 | | | |
Ross Stores, Inc. | | | 500 | | | | 72,660 | | | |
Starbucks Corp. | | | 400 | | | | 31,140 | | | |
Tesla, Inc.* | | | 600 | | | | 118,728 | | | |
Yum! Brands, Inc. | | | 300 | | | | 39,738 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 2,225,190 | | | |
| | | |
Consumer Staples - 4.26% | | | | | | | | | | |
Archer-Daniels-Midland Co.# | | | 400 | | | | 24,180 | | | |
Coca-Cola Co. (The) | | | 1,300 | | | | 82,745 | | | |
Colgate-Palmolive Co. | | | 400 | | | | 38,816 | | | |
Constellation Brands, Inc., Class A# | | | 400 | | | | 102,912 | | | |
Costco Wholesale Corp.# | | | 300 | | | | 254,997 | | | |
Dollar General Corp. | | | 300 | | | | 39,669 | | | |
General Mills, Inc. | | | 500 | | | | 31,630 | | | |
J M Smucker Co. (The) | | | 200 | | | | 21,808 | | | |
Kimberly-Clark Corp. | | | 400 | | | | 55,280 | | | |
Kroger Co. (The) | | | 600 | | | | 29,958 | | | |
Mondelez International, Inc., Class A | | | 700 | | | | 45,808 | | | |
PepsiCo, Inc.# | | | 2,300 | | | | 379,339 | | | |
Procter & Gamble Co. (The) | | | 600 | | | | 98,952 | | | |
Target Corp. | | | 300 | | | | 44,412 | | | |
Walmart, Inc.# | | | 1,000 | | | | 67,710 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 1,318,216 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Energy - 7.34% | | | | | | | | | | |
APA Corp.# | | | 7,000 | | | $ | 206,080 | | | |
Cheniere Energy, Inc.# | | | 2,000 | | | | 349,660 | | | |
Chevron Corp.# | | | 678 | | | | 106,053 | | | |
ConocoPhillips | | | 587 | | | | 67,141 | | | |
EOG Resources, Inc.# | | | 500 | | | | 62,935 | | | |
EQT Corp.# | | | 4,300 | | | | 159,014 | | | |
Exxon Mobil Corp.# | | | 958 | | | | 110,285 | | | |
HF Sinclair Corp.# | | | 1,000 | | | | 53,340 | | | |
Marathon Petroleum Corp.# | | | 2,900 | | | | 503,092 | | | |
Occidental Petroleum Corp.# | | | 2,860 | | | | 180,266 | | | |
Phillips 66 | | | 500 | | | | 70,585 | | | |
Schlumberger NV | | | 600 | | | | 28,308 | | | |
Valero Energy Corp.# | | | 2,400 | | | | 376,224 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 2,272,983 | | | |
| | | |
Financials - 6.95% | | | | | | | | | | |
American Express Co. | | | 300 | | | | 69,465 | | | |
Aon PLC, Class A | | | 200 | | | | 58,716 | | | |
Bank of America Corp. | | | 1,700 | | | | 67,609 | | | |
Berkshire Hathaway, Inc., Class B*# | | | 710 | | | | 288,828 | | | |
BlackRock, Inc. | | | 100 | | | | 78,732 | | | |
Capital One Financial Corp. | | | 200 | | | | 27,690 | | | |
Charles Schwab Corp. (The)# | | | 800 | | | | 58,952 | | | |
Chubb, Ltd. | | | 261 | | | | 66,576 | | | |
Citigroup, Inc.# | | | 810 | | | | 51,402 | | | |
CME Group, Inc.# | | | 900 | | | | 176,940 | | | |
Comerica, Inc. | | | 300 | | | | 15,312 | | | |
Goldman Sachs Group, Inc. (The) | | | 200 | | | | 90,464 | | | |
JPMorgan Chase & Co.# | | | 1,000 | | | | 202,260 | | | |
KeyCorp. | | | 400 | | | | 5,684 | | | |
Marsh & McLennan Cos., Inc. | | | 400 | | | | 84,288 | | | |
Mastercard, Inc., Class A# | | | 400 | | | | 176,464 | | | |
Morgan Stanley# | | | 800 | | | | 77,752 | | | |
PayPal Holdings, Inc.* | | | 400 | | | | 23,212 | | | |
PNC Financial Services Group, Inc. (The) | | | 200 | | | | 31,096 | | | |
Progressive Corp. (The) | | | 320 | | | | 66,467 | | | |
S&P Global, Inc. | | | 200 | | | | 89,200 | | | |
T Rowe Price Group, Inc. | | | 100 | | | | 11,531 | | | |
Truist Financial Corp. | | | 300 | | | | 11,655 | | | |
U.S. Bancorp# | | | 1,900 | | | | 75,430 | | | |
Visa, Inc., Class A# | | | 600 | | | | 157,482 | | | |
| | |
| | |
| 34 | | Annual Report | June 30, 2024 |
| | | | |
Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Common Stocks (continued) | | | | | | | | | | |
Financials (continued) | | | | | | | | | | |
Wells Fargo & Co. | | | 1,471 | | | $ | 87,363 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 2,150,570 | | | |
| | | |
Health Care - 6.66% | | | | | | | | | | |
Abbott Laboratories | | | 700 | | | | 72,737 | | | |
AbbVie, Inc. | | | 1,559 | | | | 267,400 | | | |
Amgen, Inc.# | | | 500 | | | | 156,225 | | | |
Baxter International, Inc. | | | 300 | | | | 10,035 | | | |
Becton Dickinson & Co. | | | 173 | | | | 40,432 | | | |
Biogen, Inc.* | | | 200 | | | | 46,364 | | | |
Bristol-Myers Squibb Co.# | | | 2,179 | | | | 90,494 | | | |
Cigna Group (The) | | | 299 | | | | 98,840 | | | |
CVS Health Corp. | | | 400 | | | | 23,624 | | | |
Danaher Corp. | | | 200 | | | | 49,970 | | | |
DaVita, Inc.*# | | | 900 | | | | 124,713 | | | |
Elevance Health, Inc. | | | 200 | | | | 108,372 | | | |
Gilead Sciences, Inc.# | | | 2,800 | | | | 192,108 | | | |
Johnson & Johnson# | | | 600 | | | | 87,696 | | | |
Medtronic PLC | | | 200 | | | | 15,742 | | | |
Merck & Co., Inc. | | | 1,600 | | | | 198,080 | | | |
Pfizer, Inc. | | | 1,700 | | | | 47,566 | | | |
Solventum Corp.* | | | 125 | | | | 6,610 | | | |
Stryker Corp. | | | 160 | | | | 54,440 | | | |
Thermo Fisher Scientific, Inc.# | | | 300 | | | | 165,900 | | | |
UnitedHealth Group, Inc.# | | | 400 | | | | 203,704 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 2,061,052 | | | |
| | | |
Industrials - 3.72% | | | | | | | | | | |
3M Co. | | | 500 | | | | 51,095 | | | |
Automatic Data Processing, Inc. | | | 50 | | | | 11,935 | | | |
Carrier Global Corp. | | | 540 | | | | 34,063 | | | |
Emerson Electric Co. | | | 400 | | | | 44,064 | | | |
FedEx Corp.# | | | 600 | | | | 179,904 | | | |
Honeywell International, Inc. | | | 600 | | | | 128,124 | | | |
Johnson Controls International PLC | | | 454 | | | | 30,177 | | | |
L3Harris Technologies, Inc. | | | 100 | | | | 22,458 | | | |
Lockheed Martin Corp. | | | 270 | | | | 126,117 | | | |
Northrop Grumman Corp.# | | | 200 | | | | 87,190 | | | |
Otis Worldwide Corp. | | | 270 | | | | 25,990 | | | |
RTX Corp. | | | 1,240 | | | | 124,484 | | | |
Trane Technologies PLC | | | 200 | | | | 65,786 | | | |
Union Pacific Corp. | | | 300 | | | | 67,878 | | | |
United Parcel Service, Inc., Class B | | | 300 | | | | 41,055 | | | |
Veralto Corp. | | | 66 | | | | 6,301 | | | |
| | | | | | | | | | |
| Industry Company | | Shares | | | Value | | | |
| | | |
Industrials (continued) | | | | | | | | | | |
Waste Management, Inc. | | | 500 | | | $ | 106,670 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 1,153,291 | | | |
| | | |
Information Technology - 16.89% | | | | | | | | | | |
Accenture PLC, Class A | | | 200 | | | | 60,682 | | | |
Adobe, Inc.*# | | | 400 | | | | 222,216 | | | |
Analog Devices, Inc. | | | 200 | | | | 45,652 | | | |
Apple, Inc.# | | | 5,400 | | | | 1,137,348 | | | |
Applied Materials, Inc.# | | | 1,100 | | | | 259,589 | | | |
Broadcom, Inc. | | | 210 | | | | 337,161 | | | |
Cisco Systems, Inc.# | | | 2,700 | | | | 128,277 | | | |
Cognizant Technology Solutions Corp., Class A | | | 700 | | | | 47,600 | | | |
Dropbox, Inc., Class A*# | | | 4,000 | | | | 89,880 | | | |
HP, Inc. | | | 1,500 | | | | 52,530 | | | |
Intel Corp. | | | 1,400 | | | | 43,358 | | | |
International Business Machines Corp. | | | 200 | | | | 34,590 | | | |
Intuit, Inc. | | | 200 | | | | 131,442 | | | |
Juniper Networks, Inc. | | | 600 | | | | 21,876 | | | |
Micron Technology, Inc.# | | | 1,900 | | | | 249,907 | | | |
Microsoft Corp.# | | | 2,500 | | | | 1,117,375 | | | |
NVIDIA Corp.# | | | 5,000 | | | | 617,700 | | | |
Oracle Corp. | | | 860 | | | | 121,432 | | | |
QUALCOMM, Inc.# | | | 1,200 | | | | 239,016 | | | |
Salesforce, Inc. | | | 700 | | | | 179,970 | | | |
Texas Instruments, Inc. | | | 470 | | | | 91,429 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 5,229,030 | | | |
| | | |
Materials - 1.98% | | | | | | | | | | |
CF Industries Holdings, Inc.# | | | 1,700 | | | | 126,004 | | | |
Dow, Inc. | | | 333 | | | | 17,666 | | | |
DuPont de Nemours, Inc. | | | 400 | | | | 32,196 | | | |
Ecolab, Inc. | | | 200 | | | | 47,600 | | | |
Freeport-McMoRan, Inc.# | | | 1,600 | | | | 77,760 | | | |
Linde PLC | | | 200 | | | | 87,762 | | | |
Sherwin-Williams Co. (The) | | | 100 | | | | 29,843 | | | |
Steel Dynamics, Inc.# | | | 1,500 | | | | 194,250 | | | |
| | | | | | | | | | |
| | | |
| | | | | | | 613,081 | | | |
| | | |
Real Estate - 0.69% | | | | | | | | | | |
American Tower Corp. | | | 300 | | | | 58,314 | | | |
Crown Castle, Inc. | | | 500 | | | | 48,850 | | | |
Equinix, Inc. | | | 40 | | | | 30,264 | | | |
Prologis, Inc. | | | 250 | | | | 28,078 | | | |
Public Storage | | | 100 | | | | 28,765 | | | |
| | | | |
Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | | | | | |
| Industry Company | | | Shares | | | Value | | | |
| | |
Common Stocks (continued) | | | | | | | |
Real Estate (continued) | | | | | | | |
Welltower, Inc. | | | | 200 | | | $ | 20,850 | | | |
| | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | 215,121 | | | |
| | |
Utilities - 0.80% | | | | | | | |
American Electric Power Co., Inc. | | | | 400 | | | | 35,096 | | | |
Dominion Energy, Inc. | | | | 420 | | | | 20,580 | | | |
Duke Energy Corp. | | | | 383 | | | | 38,388 | | | |
NextEra Energy, Inc. | | | | 1,300 | | | | 92,053 | | | |
Sempra | | | | 660 | | | | 50,200 | | | |
Xcel Energy, Inc. | | | | 240 | | | | 12,818 | | | |
| | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | 249,135 | | | |
| | | | | | | | | | | | | | |
TOTAL COMMON STOCKS - 62.37% | | | | 19,310,427 | | | |
| | | | | | | | | | | | | | |
(Cost $9,011,418) | | | | | | | | | | | |
| | | | |
| Due Date | | Discount Rate or Coupon
Rate(a) | | | Principal
Amount | | | Value | | | |
U.S. GOVERNMENT OBLIGATIONS - 28.96% | | | |
U.S. Treasury Bills - 28.96% | | | | | | | |
07/05/2024 | | | 5.301 | % | | $ | 3,000,000 | | | | 2,998,253 | | | |
08/22/2024 | | | 5.315 | % | | | 1,000,000 | | | | 992,453 | | | |
07/25/2024 | | | 5.211 | % | | | 2,000,000 | | | | 1,993,033 | | | |
08/08/2024 | | | 5.321 | % | | | 3,000,000 | | | | 2,983,429 | | | |
| | | | | | | | | | | | | | |
TOTAL U.S. GOVERNMENT OBLIGATIONS - 28.96% | | | | 8,967,168 | | | |
| | | | | | | | | | | | | | |
(Cost $8,967,200) | | | | | | | |
| | | | |
| | | Rate^ | | | Shares | | | Value | | | |
MONEY MARKET FUND - 6.49% | | | | | | | |
Fidelity Investments Money Market Government Portfolio Class I | | | 5.21 | % | | | 2,008,234 | | | | 2,008,234 | | | |
| | | | | | | | | | | | | | |
TOTAL MONEY MARKET FUND - 6.49% | | | | 2,008,234 | | | |
| | | | | | | | | | | | | | |
(Cost $2,008,234) | | | | | | | | | | | |
| | |
| TOTAL INVESTMENTS BEFORE OPTIONS WRITTEN - 97.82% | | | | 30,285,829 | | | |
| | | | | | | | | | | | | | |
(Cost $19,986,852) | | | | | | | | | | | |
| | | | | | |
| | | Value | | | |
| | |
WRITTEN OPTIONS - (1.67%) | | | | | | |
| | |
TOTAL WRITTEN OPTIONS - (1.67%) | | $ | (517,488) | | | |
| | | | | | |
(Premiums Received $(563,183)) | | | | | | |
| | |
TOTAL INVESTMENTS - 96.15% | | $ | 29,768,341 | | | |
(Cost $19,423,669) | | | | | | |
Other Assets in Excess of Liabilities - 3.85% | | | 1,192,030 | | | |
| | | | | | |
| | |
NET ASSETS - 100.00% | | $ | 30,960,371 | | | |
| | | | | | |
| # | 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 June 30, 2024. |
PLC - Public Limited Company
| | |
| | |
| 36 | | Annual Report | June 30, 2024 |
| | | | |
Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | | | | | | | | | | | |
| Description | | Number of
Contracts | | Notional
Amount | | | Exercise
Price | | | Expiration
Date | | | Value | |
EXCHANGE TRADED PUT OPTIONS WRITTEN - (0.58%) | | | | | | | | | | | | | |
| | | | | |
Akamai Technologies, Inc. | | | 30 | | | $ | (270,240) | | | $ | 90.00 | | | | 08/16/24 | | | $ | (13,200) | |
American International Group, Inc. | | | 20 | | | | (148,480) | | | | 75.00 | | | | 08/16/24 | | | | (4,900) | |
Amphenol Corp., Class A | | | 40 | | | | (269,480) | | | | 130.00 | | | | 07/19/24 | | | | (2,360) | |
AppLovin Corp., Class A | | | 50 | | | | (416,100) | | | | 75.00 | | | | 07/19/24 | | | | (3,500) | |
Archer-Daniels-Midland Co. | | | 50 | | | | (302,250) | | | | 60.00 | | | | 07/19/24 | | | | (4,500) | |
Bristol-Myers Squibb Co. | | | 37 | | | | (153,661) | | | | 44.00 | | | | 07/19/24 | | | | (11,766) | |
Caterpillar, Inc. | | | 10 | | | | (333,100) | | | | 330.00 | | | | 08/16/24 | | | | (11,800) | |
CF Industries Holdings, Inc. | | | 15 | | | | (111,180) | | | | 72.50 | | | | 08/16/24 | | | | (3,075) | |
Cisco Systems, Inc. | | | 23 | | | | (109,273) | | | | 45.00 | | | | 08/16/24 | | | | (1,495) | |
CME Group, Inc. | | | 5 | | | | (98,300) | | | | 200.00 | | | | 08/16/24 | | | | (3,350) | |
Delta Air Lines, Inc. | | | 10 | | | | (47,440) | | | | 50.00 | | | | 07/19/24 | | | | (3,630) | |
General Motors Co. | | | 30 | | | | (139,380) | | | | 43.00 | | | | 07/19/24 | | | | (390) | |
Gilead Sciences, Inc. | | | 20 | | | | (137,220) | | | | 65.00 | | | | 07/19/24 | | | | (500) | |
GoDaddy, Inc., Class A | | | 15 | | | | (209,565) | | | | 130.00 | | | | 08/16/24 | | | | (3,900) | |
Jabil, Inc. | | | 15 | | | | (163,185) | | | | 115.00 | | | | 07/19/24 | | | | (9,450) | |
Johnson & Johnson | | | 20 | | | | (292,320) | | | | 150.00 | | | | 07/19/24 | | | | (9,000) | |
Marathon Oil Corp. | | | 50 | | | | (143,350) | | | | 27.00 | | | | 07/19/24 | | | | (350) | |
Match Group, Inc. | | | 45 | | | | (136,710) | | | | 30.00 | | | | 08/16/24 | | | | (7,110) | |
Meta Platforms, Inc., Class A | | | 7 | | | | (352,954) | | | | 475.00 | | | | 08/16/24 | | | | (10,731) | |
Microchip Technology, Inc. | | | 15 | | | | (137,250) | | | | 90.00 | | | | 07/19/24 | | | | (2,775) | |
Northrop Grumman Corp. | | | 7 | | | | (305,165) | | | | 430.00 | | | | 08/16/24 | | | | (6,230) | |
NRG Energy, Inc. | | | 5 | | | | (38,930) | | | | 70.00 | | | | 08/16/24 | | | | (875) | |
NVIDIA Corp. | | | 10 | | | | (123,540) | | | | 120.00 | | | | 08/16/24 | | | | (6,750) | |
Snowflake, Inc., Class A | | | 9 | | | | (121,581) | | | | 130.00 | | | | 08/16/24 | | | | (4,545) | |
U.S. Bancorp | | | 65 | | | | (258,050) | | | | 40.00 | | | | 08/16/24 | | | | (11,050) | |
Vertiv Holdings Co., Class A | | | 40 | | | | (346,280) | | | | 85.00 | | | | 07/19/24 | | | | (14,200) | |
Vistra Corp. | | | 35 | | | | (300,930) | | | | 82.50 | | | | 08/16/24 | | | | (21,000) | |
Vistra Corp. | | | 15 | | | | (128,970) | | | | 82.50 | | | | 07/19/24 | | | | (5,250) | |
Williams-Sonoma, Inc. | | | 5 | | | | (141,185) | | | | 270.00 | | | | 07/19/24 | | | | (2,885) | |
| | | | | | | | | | | | | | | | | | | | |
| | | |
Total Exchange Traded Put Options Written (Premiums Received $(220,828)) | | | | | | | | | | | $ | (180,567) | |
| | | | | | | | | | | | | | | | | | | | |
| | | |
EXCHANGE TRADED CALL OPTIONS WRITTEN - (1.09%) | | | | | | | | | | | | | |
| | | | | |
Adobe, Inc. | | | 2 | | | $ | (111,108) | | | $ | 550.00 | | | | 09/20/24 | | | | (7,510) | |
Alphabet, Inc., Class A | | | 14 | | | | (255,010) | | | | 175.00 | | | | 08/16/24 | | | | (17,724) | |
Alphabet, Inc., Class C | | | 10 | | | | (183,420) | | | | 170.00 | | | | 07/19/24 | | | | (14,400) | |
Amazon.com, Inc. | | | 15 | | | | (289,875) | | | | 195.00 | | | | 08/16/24 | | | | (15,345) | |
Amgen, Inc. | | | 2 | | | | (62,490) | | | | 310.00 | | | | 08/16/24 | | | | (2,558) | |
APA Corp. | | | 70 | | | | (206,080) | | | | 30.00 | | | | 07/19/24 | | | | (4,620) | |
Apple, Inc. | | | 20 | | | | (421,240) | | | | 205.00 | | | | 09/20/24 | | | | (26,800) | |
Applied Materials, Inc. | | | 4 | | | | (94,396) | | | | 210.00 | | | | 07/19/24 | | | | (11,600) | |
Berkshire Hathaway, Inc., Class B | | | 2 | | | | (81,360) | | | | 400.00 | | | | 08/16/24 | | | | (2,860) | |
Bristol-Myers Squibb Co. | | | 13 | | | | (53,989) | | | | 44.00 | | | | 08/16/24 | | | | (962) | |
CF Industries Holdings, Inc. | | | 17 | | | | (126,004) | | | | 77.50 | | | | 08/16/24 | | | | (3,060) | |
Charles Schwab Corp. (The) | | | 3 | | | | (22,107) | | | | 75.00 | | | | 07/19/24 | | | | (498) | |
Cheniere Energy, Inc. | | | 20 | | | | (349,660) | | | | 160.00 | | | | 07/19/24 | | | | (28,600) | |
| | | | |
Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Showing percentage of net assets as of June 30, 2024
| | | | | | | | | | | | | | | | | | | | |
| Description | | Number of
Contracts | | Notional
Amount | | | Exercise
Price | | | Expiration
Date | | | Value | |
| | | | | |
Exchange Traded Call Options Written (continued) | | | | | | | | | | | | | | | | | | | | |
Chevron Corp. | | | 3 | | | $ | (46,926) | | | $ | 155.00 | | | | 07/19/24 | | | $ | (1,158) | |
Cisco Systems, Inc. | | | 12 | | | | (57,012) | | | | 47.50 | | | | 08/16/24 | | | | (1,884) | |
Citigroup, Inc. | | | 3 | | | | (19,038) | | | | 62.50 | | | | 08/16/24 | | | | (879) | |
CME Group, Inc. | | | 9 | | | | (176,940) | | | | 200.00 | | | | 08/16/24 | | | | (4,185) | |
Constellation Brands, Inc., Class A | | | 2 | | | | (51,456) | | | | 265.00 | | | | 07/19/24 | | | | (580) | |
Costco Wholesale Corp. | | | 1 | | | | (84,999) | | | | 800.00 | | | | 09/20/24 | | | | (7,050) | |
DaVita, Inc. | | | 8 | | | | (110,856) | | | | 145.00 | | | | 07/19/24 | | | | (1,280) | |
Dropbox, Inc., Class A | | | 40 | | | | (89,880) | | | | 22.00 | | | | 08/16/24 | | | | (5,680) | |
Electronic Arts, Inc. | | | 19 | | | | (264,727) | | | | 135.00 | | | | 07/19/24 | | | | (10,450) | |
EOG Resources, Inc. | | | 3 | | | | (37,761) | | | | 130.00 | | | | 09/20/24 | | | | (1,140) | |
EQT Corp. | | | 43 | | | | (159,014) | | | | 38.00 | | | | 07/19/24 | | | | (2,580) | |
Expedia Group, Inc. | | | 25 | | | | (314,975) | | | | 125.00 | | | | 08/16/24 | | | | (21,425) | |
Exxon Mobil Corp. | | | 3 | | | | (34,536) | | | | 115.00 | | | | 07/19/24 | | | | (678) | |
FedEx Corp. | | | 2 | | | | (59,968) | | | | 290.00 | | | | 09/20/24 | | | | (4,270) | |
Freeport-McMoRan, Inc. | | | 5 | | | | (24,300) | | | | 55.00 | | | | 08/16/24 | | | | (345) | |
Gilead Sciences, Inc. | | | 24 | | | | (164,664) | | | | 67.50 | | | | 08/16/24 | | | | (7,104) | |
HF Sinclair Corp. | | | 10 | | | | (53,340) | | | | 55.00 | | | | 08/16/24 | | | | (1,650) | |
JPMorgan Chase & Co. | | | 3 | | | | (60,678) | | | | 200.00 | | | | 08/16/24 | | | | (2,259) | |
Marathon Petroleum Corp. | | | 23 | | | | (399,004) | | | | 180.00 | | | | 08/16/24 | | | | (10,787) | |
Mastercard, Inc., Class A | | | 2 | | | | (88,232) | | | | 450.00 | | | | 08/16/24 | | | | (1,800) | |
McDonald’s Corp. | | | 13 | | | | (331,292) | | | | 265.00 | | | | 08/16/24 | | | | (4,290) | |
Micron Technology, Inc. | | | 7 | | | | (92,071) | | | | 125.00 | | | | 08/16/24 | | | | (8,400) | |
Microsoft Corp. | | | 9 | | | | (402,255) | | | | 430.00 | | | | 08/16/24 | | | | (27,450) | |
Morgan Stanley | | | 3 | | | | (29,157) | | | | 97.50 | | | | 07/19/24 | | | | (801) | |
NVIDIA Corp. | | | 20 | | | | (247,080) | | | | 110.00 | | | | 08/16/24 | | | | (35,300) | |
Occidental Petroleum Corp. | | | 25 | | | | (157,575) | | | | 65.00 | | | | 09/20/24 | | | | (5,000) | |
PepsiCo, Inc. | | | 16 | | | | (263,888) | | | | 175.00 | | | | 08/16/24 | | | | (1,488) | |
PepsiCo, Inc. | | | 3 | | | | (49,479) | | | | 175.00 | | | | 07/19/24 | | | | (84) | |
QUALCOMM, Inc. | | | 6 | | | | (119,508) | | | | 200.00 | | | | 08/16/24 | | | | (7,080) | |
Steel Dynamics, Inc. | | | 15 | | | | (194,250) | | | | 130.00 | | | | 08/16/24 | | | | (9,300) | |
Thermo Fisher Scientific, Inc. | | | 2 | | | | (110,600) | | | | 570.00 | | | | 09/20/24 | | | | (3,680) | |
UnitedHealth Group, Inc. | | | 2 | | | | (101,852) | | | | 500.00 | | | | 08/16/24 | | | | (4,490) | |
Valero Energy Corp. | | | 22 | | | | (344,872) | | | | 165.00 | | | | 07/19/24 | | | | (3,366) | |
Visa, Inc., Class A | | | 2 | | | | (52,494) | | | | 275.00 | | | | 07/19/24 | | | | (176) | |
Walmart, Inc. | | | 3 | | | | (20,313) | | | | 60.00 | | | | 07/19/24 | | | | (2,295) | |
| | | | | | | | | | | | | | | | | | | | |
| | | |
Total Exchange Traded Call Options Written (Premiums Received $(342,355)) | | | | | | | | | | | $ | (336,921) | |
| | | | | | | | | | | | | | | | | | | | |
| | |
| | |
| 38 | | Annual Report | June 30, 2024 |
| | | | |
Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued) | | | | |
Summary of inputs used to value the Fund’s investments as of 6/30/2024:
| | | | | | | | | | | | | | | | |
| | | | | | 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) | | | $19,310,427 | | | | $– | | | | $– | | | | $19,310,427 | |
| | | | |
U.S. Government Obligations | | | – | | | | 8,967,168 | | | | – | | | | 8,967,168 | |
| | | | |
Money Market Fund | | | 2,008,234 | | | | – | | | | – | | | | 2,008,234 | |
| | | | | | | | | | | | | | | | |
| | | | |
TOTAL | | | $21,318,661 | | | | $8,967,168 | | | | $– | | | | $30,285,829 | |
| | | | | | | | | | | | | | | | |
| | | | |
| | | | | | 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 | | | $(496,088) | | | | $(21,400) | | | | $– | | | | $(517,488) | |
| | | | | | | | | | | | | | | | |
| | | | |
TOTAL | | | $(496,088) | | | | $(21,400) | | | | $– | | | | $(517,488) | |
| | | | | | | | | | | | | | | | |
(a) - Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
See Notes to Financial Statements.
| | | | |
| STATEMENTS OF ASSETS AND LIABILITIES | | | | |
June 30, 2024
| | | | | | | | | | | | |
| | | |
| ASSETS | | Aggressive Investors 1 | | | | | | Ultra-Small Company |
Investments at value(c) | | $ | 178,513,682 | | | | | | | $ | 84,074,358 | |
| | | |
Deposit with brokers for options written | | | – | | | | | | | | – | |
| | | |
Deposits with brokers for future contracts | | | – | | | | | | | | – | |
| | | |
Receivables: | | | | | | | | | | | | |
| | | |
Portfolio securities sold | | | – | | | | | | | | – | |
| | | |
Fund shares sold | | | 1,096 | | | | | | | | 857 | |
| | | |
Dividends and interest | | | 89,632 | | | | | | | | 35,341 | |
| | | |
Prepaid expenses | | | 42,182 | | | | | | | | 15,380 | |
| | | | |
Total assets | | | 178,646,592 | | | | | | | | 84,125,936 | |
| | | |
LIABILITIES | | | | | | | | | | | | |
| | | |
Payables: | | | | | | | | | | | | |
| | | |
Portfolio securities purchased | | | – | | | | | | | | 93,458 | |
| | | |
Fund shares redeemed | | | 4,438 | | | | | | | | 6,919 | |
| | | |
Payable upon return of securities loaned | | | 144,564 | | | | | | | | 6,157,502 | |
| | | |
Accrued Liabilities: | | | | | | | | | | | | |
| | | |
Investment adviser fees | | | 37,870 | | | | | | | | 58,002 | |
| | | |
Administration fees | | | 875 | | | | | | | | 353 | |
| | | |
Directors’ fees | | | 291 | | | | | | | | 891 | |
| | | |
Other | | | 71,786 | | | | | | | | 43,831 | |
| | | |
Put options written at value | | | – | | | | | | | | – | |
| | | |
Call options written at value | | | – | | | | | | | | – | |
| | | | |
Total liabilities | | | 259,824 | | | | | | | | 6,360,956 | |
| | | | |
NET ASSETS | | $ | 178,386,768 | | | | | | | $ | 77,764,980 | |
| | | |
NET ASSETS REPRESENT | | | | | | | | | | | | |
| | | |
Paid-in capital | | $ | 130,860,522 | | | | | | | $ | 75,710,983 | |
| | | |
Distributable earnings/(Accumulated losses) | | | 47,526,246 | | | | | | | | 2,053,997 | |
| | | | |
NET ASSETS | | $ | 178,386,768 | | | | | | | $ | 77,764,980 | |
| | | | |
Shares of common stock outstanding of $.001 par value(a) | | | 2,080,870 | | | | | | | | 2,843,170 | |
| | | | |
Net asset value, offering price and redemption price per share | | $ | 85.73 | | | | | | | $ | 27.35 | |
| | | |
Investments at cost | | $ | 130,987,436 | | | | | | | $ | 83,891,815 | |
| | | |
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.
| | |
| | |
| 40 | | Annual Report | June 30, 2024 |
| | | | | | | | | | | | | | |
Ultra-Small Company Market | | | Small-Cap Value | | | Omni Small-Cap Value | | | Managed Volatility |
| | $ 186,486,955 | | | $ | 491,766,164 | | | $ | 1,216,869,121 | | | $ | 30,285,829 | |
| | – | | | | – | | | | – | | | | 212,078 | |
| | – | | | | – | | | | – | | | | 830,106 | |
| | | | | | | | | | | | | | | |
| | 3,230,367 | | | | 356,875 | | | | 955,390 | | | | 203,719 | |
| | 41,070 | | | | 58,450 | | | | 620,583 | | | | – | |
| | 164,466 | | | | 377,185 | | | | 774,449 | | | | 18,238 | |
| | 33,576 | | | | 73,996 | | | | 129,990 | | | | 25,140 | |
| | | |
| | 189,956,434 | | | | 492,632,670 | | | | 1,219,349,533 | | | | 31,575,110 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | 3,552,589 | | | | – | | | | 1,712,268 | | | | 39,066 | |
| | 1,952 | | | | 410,161 | | | | 334,552 | | | | – | |
| | 18,765,742 | | | | 3,914,348 | | | | 17,988,025 | | | | – | |
| | | | | | | | | | | | | | | |
| | 66,655 | | | | 283,358 | | | | 264,163 | | | | 7,126 | |
| | 761 | | | | 2,365 | | | | 5,757 | | | | 178 | |
| | 2,534 | | | | 9,669 | | | | 9,273 | | | | 406 | |
| | 87,531 | | | | 222,651 | | | | 309,020 | | | | 50,475 | |
| | – | | | | – | | | | – | | | | 180,567 | |
| | – | | | | – | | | | – | | | | 336,921 | |
| | | | |
| | 22,477,764 | | | | 4,842,552 | | | | 20,623,058 | | | | 614,739 | |
| | | |
| | $ 167,478,670 | | | $ | 487,790,118 | | | $ | 1,198,726,475 | | | $ | 30,960,371 | |
| | | | | | | | | | | | | | | |
| | $ 184,833,825 | | | $ | 455,531,773 | | | $ | 875,956,513 | | | $ | 20,736,452 | |
| | | |
| | (17,355,155 | ) | | | 32,258,345 | | | | 322,769,962 | | | | 10,223,919 | |
| | | | |
| | $ 167,478,670 | | | $ | 487,790,118 | | | $ | 1,198,726,475 | | | $ | 30,960,371 | |
| | | |
| | 15,469,168 | | | | 13,038,825 | | | | 65,055,834 | | | | 1,815,543 | |
| | | |
| | $ 10.83 | (b) | | $ | 37.41 | | | $ | 18.43 | | | $ | 17.05 | |
| | | |
| | $ 171,416,256 | | | $ | 472,454,190 | | | $ | 970,140,277 | | | $ | 19,986,852 | |
| | $ – | | | $ | – | | | $ | – | | | $ | 220,828 | |
| | $ – | | | $ | – | | | $ | – | | | $ | 342,355 | |
Year Ended June 30, 2024
| | | | | | | | | | | | |
| | | Aggressive Investors 1 | | | | | | Ultra-Small Company |
| | | |
INVESTMENT INCOME | | | | | | | | | | | | |
| | | |
Dividends | | $ | 1,945,659 | | | | | | | $ | 730,119 | |
| | | |
Less: foreign taxes withheld | | | (7,690 | ) | | | | | | | (8,652 | ) |
| | | |
Interest | | | 30,385 | | | | | | | | 34,384 | |
| | | |
Securities lending | | | 6,175 | | | | | | | | 187,268 | |
| | | | |
Total Investment Income | | | 1,974,529 | | | | | | | | 943,119 | |
| | | |
EXPENSES | | | | | | | | | | | | |
| | | |
Investment advisory fees - Base fees | | | 1,453,927 | | | | | | | | 727,078 | |
| | | |
Investment advisory fees - Performance adjustment | | | (1,141,129 | ) | | | | | | | – | |
| | | |
Administration fees | | | 9,629 | | | | | | | | 4,816 | |
| | | |
Accounting fees | | | 67,142 | | | | | | | | 60,929 | |
| | | |
Transfer agent fees | | | 115,857 | | | | | | | | 51,826 | |
| | | |
Audit fees | | | 17,296 | | | | | | | | 14,101 | |
| | | |
Legal fees | | | 25,493 | | | | | | | | 13,710 | |
| | | |
Custody fees | | | 4,410 | | | | | | | | 13,328 | |
| | | |
Blue sky fees | | | 20,161 | | | | | | | | 13,103 | |
| | | |
Directors’ and officers’ fees | | | 26,622 | | | | | | | | 14,111 | |
| | | |
Shareholder servicing fees | | | 78,699 | | | | | | | | 26,052 | |
| | | |
Reports to shareholders | | | 32,182 | | | | | | | | 22,566 | |
| | | |
Insurance expenses | | | 17,724 | | | | | | | | 10,006 | |
| | | |
Miscellaneous expenses | | | 19,965 | | | | | | | | 16,580 | |
| | | | |
Total Expenses | | | 747,978 | | | | | | | | 988,206 | |
| | | |
Less investment advisory fees waived and other expenses reimbursed | | | – | | | | | | | | – | |
| | | | |
Net Expenses | | | 747,978 | | | | | | | | 988,206 | |
| | | |
| NET INVESTMENT INCOME (LOSS) | | | 1,226,551 | | | | | | | | (45,087 | ) |
| | | | |
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | | | | | | | | | | | | |
| | | |
Realized Gain (Loss) on: | | | | | | | | | | | | |
| | | |
Investments | | | 9,219,002 | | | | | | | | 2,075,200 | |
| | | |
Foreign Currency Transactions | | | (306 | ) | | | | | | | – | |
| | | |
Written options | | | – | | | | | | | | – | |
| | | |
Futures contracts | | | – | | | | | | | | – | |
| | | | |
Net Realized Gain (Loss) | | | 9,218,696 | | | | | | | | 2,075,200 | |
| | | |
Change in Unrealized Appreciation (Depreciation) on: | | | | | | | | | | | | |
| | | |
Investments | | | 30,472,596 | | | | | | | | 2,505,443 | |
| | | |
Foreign Currency Translations | | | 66 | | | | | | | | – | |
| | | |
Written options | | | – | | | | | | | | – | |
| | | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 30,472,662 | | | | | | | | 2,505,443 | |
| | | | |
Net Realized and Unrealized Gain on Investments | | | 39,691,358 | | | | | | | | 4,580,643 | |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 40,917,909 | | | | | | | $ | 4,535,556 | |
See Notes to Financial Statements.
| | |
| | |
| 42 | | Annual Report | June 30, 2024 |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
Ultra-Small
Company Market | | | Small-Cap Value | | | Omni Small-Cap Value | | | Managed Volatility |
| | | |
| | | | | | | | | | | | | | | |
| | | |
| | $ 1,578,514 | | | $ | 9,383,976 | | | $ | 26,565,156 | | | $ | 342,819 | |
| | | |
| | (159 | ) | | | (19,554 | ) | | | (16,116 | ) | | | – | |
| | | |
| | 39,846 | | | | 147,689 | | | | 98,617 | | | | 623,319 | |
| | | |
| | 840,887 | | | | 37,654 | | | | 203,160 | | | | – | |
| | | | |
| | 2,459,088 | | | | 9,549,765 | | | | 26,850,817 | | | | 966,138 | |
| | | |
| | | | | | | | | | | | | | |
| | | |
| | 888,098 | | | | 3,197,885 | | | | 5,380,110 | | | | 184,325 | |
| | | |
| | – | | | | 145,080 | | | | – | | | | – | |
| | | |
| | 10,590 | | | | 31,809 | | | | 71,321 | | | | 1,835 | |
| | | |
| | 80,052 | | | | 116,566 | | | | 212,076 | | | | 53,253 | |
| | | |
| | 87,190 | | | | 242,023 | | | | 13,043 | | | | 38,265 | |
| | | |
| | 17,776 | | | | 34,844 | | | | 53,017 | | | | 16,966 | |
| | | |
| | 30,355 | | | | 95,024 | | | | 194,320 | | | | 5,364 | |
| | | |
| | 13,921 | | | | 16,745 | | | | 24,954 | | | | 3,990 | |
| | | |
| | 26,622 | | | | 52,763 | | | | 69,435 | | | | 20,343 | |
| | | |
| | 31,187 | | | | 98,276 | | | | 201,179 | | | | 5,488 | |
| | | |
| | 148,777 | | | | 445,509 | | | | 1,029,747 | | | | 21,640 | |
| | | |
| | 34,852 | | | | 100,325 | | | | 73,848 | | | | 19,344 | |
| | | |
| | 22,765 | | | | 66,358 | | | | 131,153 | | | | 3,774 | |
| | | |
| | 15,164 | | | | 68,598 | | | | 110,845 | | | | 17,433 | |
| | | | |
| | 1,407,349 | | | | 4,711,805 | | | | 7,565,048 | | | | 392,020 | |
| | | |
| | (75,202 | ) | | | – | | | | (1,945,822 | ) | | | (103,248 | ) |
| | | | |
| | 1,332,147 | | | | 4,711,805 | | | | 5,619,226 | | | | 288,772 | |
| | | | |
| | 1,126,941 | | | | 4,837,960 | | | | 21,231,591 | | | | 677,366 | |
| | | |
| | | | | | | | | | | | | | | |
| | | |
| | | | | | | | | | | | | | | |
| | (7,184,077 | ) | | | 13,981,733 | | | | 86,257,635 | | | | 1,397,772 | |
| | | |
| | 8 | | | | – | | | | – | | | | – | |
| | | |
| | – | | | | – | | | | – | | | | 298,613 | |
| | | |
| | – | | | | – | | | | – | | | | (1,624,683 | ) |
| | | | |
| | (7,184,069 | ) | | | 13,981,733 | | | | 86,257,635 | | | | 71,702 | |
| | | |
| | | | | | | | | | | | | | |
| | 11,740,679 | | | | 13,105,923 | | | | 69,467,332 | | | | 2,067,671 | |
| | | |
| | (34 | ) | | | – | | | | – | | | | – | |
| | | |
| | – | | | | – | | | | – | | | | (88,565 | ) |
| | | |
| | 11,740,645 | | | | 13,105,923 | | | | 69,467,332 | | | | 1,979,106 | |
| | | |
| | 4,556,576 | | | | 27,087,656 | | | | 155,724,967 | | | | 2,050,808 | |
| | | | |
| | $ 5,683,517 | | | $ | 31,925,616 | | | $ | 176,956,558 | | | $ | 2,728,174 | |
| | | | |
| STATEMENTS OF CHANGES IN NET ASSETS | | | | |
| | | | | | | | | | | | | | | | |
| | | Aggressive Investors 1 | | | Ultra-Small Company | |
| | |
| | | Year Ended June 30, | | | Year Ended June 30, | |
| | | | |
| | | 2024 | | | 2023 | | | 2024 | | | 2023 | |
| | | | |
OPERATIONS | | | | | | | | | | | | | | | | |
| | | | |
Net investment income (loss) | | $ | 1,226,551 | | | $ | 1,792,022 | | | $ | (45,087 | ) | | $ | (47,737 | ) |
| | | | |
Net realized gain (loss) on investments | | | 9,218,696 | | | | (6,694,951 | ) | | | 2,075,200 | | | | 10,737,492 | |
| | | | |
Net change in unrealized appreciation (depreciation) on investments | | | 30,472,662 | | | | 29,439,691 | | | | 2,505,443 | | | | (2,700,149 | ) |
| | | | | |
Net increase in net assets resulting from operations | | | 40,917,909 | | | | 24,536,762 | | | | 4,535,556 | | | | 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 | | | 2,258,504 | | | | 1,334,030 | | | | 251,569 | | | | 662,893 | |
| | | | |
Reinvestment of distributions | | | 1,332,748 | | | | 1,909,352 | | | | 3,893,496 | | | | 11,514,136 | |
| | | | |
Cost of shares redeemed | | | (15,624,576 | ) | | | (10,394,348 | ) | | | (9,217,969 | ) | | | (3,765,829 | ) |
| | | | |
Redemption fees | | | – | | | | – | | | | – | | | | – | |
| | | | | |
Net increase (decrease) in net assets resulting from share transactions | | | (12,033,324 | ) | | | (7,150,966 | ) | | | (5,072,904 | ) | | | 8,411,200 | |
Net increase (decrease) in net assets | | | 27,494,262 | | | | 15,382,658 | | | | (4,629,707 | ) | | | 3,907,175 | |
| | | | |
NET ASSETS: | | | | | | | | | | | | | | | | |
| | | | |
Beginning of year | | | 150,892,506 | | | | 135,509,848 | | | | 82,394,687 | | | | 78,487,512 | |
| | | | | |
End of year | | $ | 178,386,768 | | | $ | 150,892,506 | | | $ | 77,764,980 | | | $ | 82,394,687 | |
| | | | |
SHARES ISSUED & REDEEMED | | | | | | | | | | | | | | | | |
| | | | |
Issued | | | 30,914 | | | | 21,758 | | | | 8,687 | | | | 23,570 | |
| | | | |
Distributions reinvested | | | 18,674 | | | | 31,285 | | | | 148,042 | | | | 455,825 | |
| | | | |
Redeemed | | | (207,616 | ) | | | (166,206 | ) | | | (335,138 | ) | | | (135,871 | ) |
| | | | |
Net increase (decrease) | | | (158,028 | ) | | | (113,163 | ) | | | (178,409 | ) | | | 343,524 | |
| | | | |
Outstanding at beginning of year | | | 2,238,898 | | | | 2,352,061 | | | | 3,021,579 | | | | 2,678,055 | |
| | | | | |
Outstanding at end of year | | | 2,080,870 | | | | 2,238,898 | | | | 2,843,170 | | | | 3,021,579 | |
See Notes to Financial Statements.
| | |
| | |
| 44 | | Annual Report | June 30, 2024 |
| | | | |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Ultra-Small Company Market | | | Small-Cap Value | | | Omni Small-Cap Value | |
| | |
Year Ended June 30, | | | Year Ended June 30, | | | Year Ended June 30, | |
| | | | | |
| 2024 | | | 2023 | | | 2024 | | | 2023 | | | 2024 | | | 2023 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | $ 1,126,941 | | | $ | 1,680,427 | | | $ | 4,837,960 | | | $ | 7,901,047 | | | $ | 21,231,591 | | | $ | 22,771,852 | |
| | | | | |
| | (7,184,069 | ) | | | (26,363,666 | ) | | | 13,981,733 | | | | 13,058,912 | | | | 86,257,635 | | | | 105,110,438 | |
| | | | | |
| | 11,740,645 | | | | 25,013,533 | | | | 13,105,923 | | | | 24,242,974 | | | | 69,467,332 | | | | (64,596,869 | ) |
| | | | | |
| | 5,683,517 | | | | 330,294 | | | | 31,925,616 | | | | 45,202,933 | | | | 176,956,558 | | | | 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 | ) |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | 5,817,267 | | | | 26,230,413 | | | | 140,013,203 | | | | 281,484,779 | | | | 106,123,416 | | | | 229,039,073 | |
| | | | | |
| | 1,547,171 | | | | 3,707,860 | | | | 14,272,088 | | | | 4,723,622 | | | | 104,131,268 | | | | 218,471,046 | |
| | | | | |
| | (28,519,977 | ) | | | (31,049,948 | ) | | | (230,058,983 | ) | | | (202,895,796 | ) | | | (203,971,070 | ) | | | (331,319,501 | ) |
| | | | | |
| | 26,858 | | | | 23,911 | | | | – | | | | – | | | | – | | | | – | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | (21,128,681 | ) | | | (1,087,764 | ) | | | (75,773,692 | ) | | | 83,312,605 | | | | 6,283,614 | | | | 116,190,618 | |
| | | | | |
| | (17,125,613 | ) | | | (4,699,453 | ) | | | (58,544,287 | ) | | | 123,621,759 | | | | 79,006,351 | | | | (39,221,312 | ) |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | 184,604,283 | | | | 189,303,736 | | | | 546,334,405 | | | | 422,712,646 | | | | 1,119,720,124 | | | | 1,158,941,436 | |
| | | | | | |
| | $ 167,478,670 | | | $ | 184,604,283 | | | $ | 487,790,118 | | | $ | 546,334,405 | | | $ | 1,198,726,475 | | | $ | 1,119,720,124 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | 545,206 | | | | 2,486,450 | | | | 3,805,717 | | | | 7,883,750 | | | | 5,830,299 | | | | 12,341,533 | |
| | | | | |
| | 149,775 | | | | 368,209 | | | | 388,991 | | | | 135,736 | | | | 5,765,851 | | | | 12,505,498 | |
| | | | | |
| | (2,639,313 | ) | | | (2,913,014 | ) | | | (6,270,857 | ) | | | (5,797,264 | ) | | | (11,152,058 | ) | | | (17,739,796 | ) |
| | | | | | |
| | (1,944,332 | ) | | | (58,355 | ) | | | (2,076,149 | ) | | | 2,222,222 | | | | 444,092 | | | | 7,107,235 | |
| | | | | |
| | 17,413,500 | | | | 17,471,855 | | | | 15,114,974 | | | | 12,892,752 | | | | 64,611,742 | | | | 57,504,507 | |
| | | | | | |
| | 15,469,168 | | | | 17,413,500 | | | | 13,038,825 | | | | 15,114,974 | | | | 65,055,834 | | | | 64,611,742 | |
| | | | |
| STATEMENT OF CHANGES IN NET ASETS (continued) | | | | |
| | | | | | | | |
| | | Managed Volatility | |
| |
| | | Year Ended June 30, | |
| | |
| | | 2024 | | | 2023 | |
| | |
OPERATIONS | | | | | | | | |
Net investment income | | $ | 677,366 | | | $ | 474,184 | |
| | |
Net realized gain on investments | | | 71,702 | | | | 879,193 | |
| | |
Net change in unrealized appreciation (depreciation) on investments | | | 1,979,106 | | | | 1,997,142 | |
| | | |
Net increase in net assets resulting from operations | | | 2,728,174 | | | | 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 | | | 1,420,279 | | | | 2,541,769 | |
| | |
Reinvestment of distributions | | | 1,652,131 | | | | 1,663,038 | |
| | |
Cost of shares redeemed | | | (3,905,629 | ) | | | (3,687,157 | ) |
| | | |
Net increase (decrease) in net assets resulting from share transactions | | | (833,219 | ) | | | 517,650 | |
| | |
Net increase in net assets | | | 224,239 | | | | 2,097,079 | |
| | |
NET ASSETS: | | | | | | | | |
| | |
Beginning of year | | | 30,736,132 | | | | 28,639,053 | |
End of year | | $ | 30,960,371 | | | $ | 30,736,132 | |
| | |
SHARES ISSUED & REDEEMED | | | | | | | | |
| | |
Issued | | | 85,557 | | | | 158,492 | |
| | |
Distributions reinvested | | | 102,172 | | | | 107,086 | |
| | |
Redeemed | | | (235,491 | ) | | | (231,144 | ) |
| | |
Net increase (decrease) | | | (47,762 | ) | | | 34,434 | |
| | |
Outstanding at beginning of year | | | 1,863,305 | | | | 1,828,871 | |
| | | |
Outstanding at end of year | | | 1,815,543 | | | | 1,863,305 | |
See Notes to Financial Statements.
| | |
| | |
| 46 | | Annual Report | June 30, 2024 |
| | | | |
| FINANCIAL HIGHLIGHTS | | | | |
(for a share outstanding throughout each year indicated)
AGGRESSIVE INVESTORS 1
| | | | | | | | | | |
| | | Year Ended June 30 |
| | | | | |
| | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
| | | | | |
Net Asset Value, Beginning of Year | | $67.40 | | $57.61 | | $82.61 | | $56.59 | | $62.01 |
| | | | | | | | | | |
| | | | | |
Income from Investment Operations: | | | | | | | | | | |
| | | | | |
Net Investment Income(a) | | 0.57 | | 0.78 | | 0.69 | | 0.86 | | 0.61 |
| | | | | |
Net Realized and Unrealized Gain (Loss) | | 18.40 | | 9.88 | | (18.56) | | 25.88 | | (5.21) |
| | | | | | | | | | |
| | | | | |
Total from Investment Operations | | 18.97 | | 10.66 | | (17.87) | | 26.74 | | (4.60) |
| | | | | | | | | | |
| | | | | |
Less Distributions to Shareholders from: | | | | | | | | | | |
| | | | | |
Net Investment Income | | (0.64) | | (0.87) | | (0.83) | | (0.72) | | (0.82) |
| | | | | |
Net Realized Gain | | – | | – | | (6.30) | | – | | – |
| | | | | | | | | | |
| | | | | |
Total Distributions | | (0.64) | | (0.87) | | (7.13) | | (0.72) | | (0.82) |
| | | | | | | | | | |
| | | | | |
Net Asset Value, End of Year | | $85.73 | | $67.40 | | $57.61 | | $82.61 | | $56.59 |
| | | | | | | | | | |
| | | | | |
Total Return | | 28.34% | | 18.66% | | (23.81%) | | 47.48% | | (7.53%) |
| | | | | |
Ratios and Supplemental Data: | | | | | | | | | | |
| | | | | |
Net Assets, End of Year (in 000’s) | | $178,387 | | $150,893 | | $135,510 | | $190,248 | | $142,728 |
| | | | | |
Expenses Before Waivers and Reimbursements(b) | | 0.46% | | 0.32% | | 0.39% | | 0.34% | | 0.28% |
| | | | | |
Expenses After Waivers and Reimbursements | | 0.46% | | 0.32% | | 0.39% | | 0.34% | | 0.28% |
| | | | | |
Net Investment Income After Waivers and Reimbursements | | 0.76% | | 1.25% | | 0.90% | | 1.22% | | 1.04% |
| | | | | |
Portfolio Turnover Rate | | 65% | | 81% | | 64% | | 88% | | 125% |
| (a) | Per share amounts calculated based on the average daily shares outstanding during the year. |
| (b) | 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. |
See Notes to Financial Statements.
| | | | |
| FINANCIAL HIGHLIGHTS | | | | |
(for a share outstanding throughout each year indicated)
ULTRA-SMALL COMPANY
| | | | | | | | | | |
| | | Year Ended June 30 |
| | | | | |
| | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
| | | | | |
Net Asset Value, Beginning of Year | | $27.27 | | $29.31 | | $46.46 | | $22.06 | | $24.16 |
| | | | | | | | | | |
| | | | | |
Income from Investment Operations: | | | | | | | | | | |
| | | | | |
Net Investment Income (Loss)(a) | | (0.02) | | (0.02) | | 0.19 | | 0.16 | | (0.02) |
| | | | | |
Net Realized and Unrealized Gain (Loss) | | 1.52 | | 2.69 | | (9.11) | | 24.24 | | (1.80) |
| | | | | | | | | | |
| | | | | |
Total from Investment Operations | | 1.50 | | 2.67 | | (8.92) | | 24.40 | | (1.82) |
| | | | | | | | | | |
| | | | | |
Less Distributions to Shareholders from: | | | | | | | | | | |
| | | | | |
Net Investment Income | | – | | – | | (0.24) | | – | | (0.28) |
| | | | | |
Net Realized Gain | | (1.42) | | (4.71) | | (7.99) | | – | | – |
| | | | | | | | | | |
| | | | | |
Total Distributions | | (1.42) | | (4.71) | | (8.23) | | – | | (0.28) |
| | | | | | | | | | |
| | | | | |
Net Asset Value, End of Year | | $27.35 | | $27.27 | | $29.31 | | $46.46(b) | | $22.06 |
| | | | | | | | | | |
| | | | | |
Total Return | | 5.71% | | 10.37% | | (21.04%) | | 110.61% | | (7.63%) |
| | | | | |
Ratios and Supplemental Data: | | | | | | | | | | |
| | | | | |
Net Assets, End of Year (in 000’s) | | $77,765 | | $82,395 | | $78,488 | | $109,592 | | $57,511 |
| | | | | |
Expenses Before Waivers and Reimbursements | | 1.22% | | 1.20% | | 1.15% | | 1.19% | | 1.32% |
| | | | | |
Expenses After Waivers and Reimbursements | | 1.22% | | 1.20% | | 1.15% | | 1.19% | | 1.32% |
| | | | | |
Net Investment Income (Loss) After Waivers and Reimbursements | | (0.06%) | | (0.06%) | | 0.50% | | 0.48% | | (0.09%) |
| | | | | |
Portfolio Turnover Rate | | 72% | | 74% | | 109% | | 82% | | 104% |
| (a) | Per share amounts calculated based on the average daily shares outstanding during the year. |
| (b) | Includes adjustments in accordance with accounting principles generally accepted in the United States; consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
See Notes to Financial Statements.
| | |
| | |
| 48 | | Annual Report | June 30, 2024 |
| | | | |
| FINANCIAL HIGHLIGHTS | | | | |
(for a share outstanding throughout each year indicated)
ULTRA-SMALL COMPANY MARKET
| | | | | | | | | | |
| | | Year Ended June 30 |
| | | | | |
| | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
| | | | | |
Net Asset Value, Beginning of Year | | $10.60 | | $10.83 | | $19.61 | | $9.96 | | $11.34 |
| | | | | | | | | | |
| | | | | |
Income from Investment Operations: | | | | | | | | | | |
Net Investment Income(a) | | 0.07 | | 0.09 | | 0.13 | | 0.13 | | 0.13 |
Net Realized and Unrealized Gain (Loss) | | 0.26 | | (0.10) | | (5.43) | | 9.98 | | (1.36) |
| | | | | | | | | | |
| | | | | |
Total from Investment Operations | | 0.33 | | (0.01) | | (5.30) | | 10.11 | | (1.23) |
| | | | | | | | | | |
| | | | | |
Less Distributions to Shareholders from: | | | | | | | | | | |
| | | | | |
Net Investment Income | | (0.10) | | (0.11) | | (0.12) | | (0.14) | | (0.15) |
| | | | | |
Net Realized Gain | | – | | (0.11) | | (3.39) | | (0.35) | | – |
| | | | | | | | | | |
| | | | | |
Total Distributions | | (0.10) | | (0.22) | | (3.51) | | (0.49) | | (0.15) |
| | | | | | | | | | |
Paid-in Capital from Redemption Fees(a) | | 0.00(b) | | 0.00(b) | | 0.03 | | 0.03 | | 0.00(b) |
| | | | | | | | | | |
| | | | | |
Net Asset Value, End of Year | | $10.83 | | $10.60 | | $10.83 | | $19.61 | | $9.96 |
| | | | | | | | | | |
| | | | | |
Total Return | | 3.17%(c) | | (0.01%)(c) | | (30.38%)(c) | | 103.83% | | (10.99%)(c) |
| | | | | |
Ratios and Supplemental Data: | | | | | | | | | | |
| | | | | |
Net Assets, End of Year (in 000’s) | | $167,479 | | $184,604 | | $189,304 | | $386,516 | | $150,054 |
| | | | | |
Expenses Before Waivers and Reimbursements | | 0.79% | | 0.78% | | 0.78% | | 0.75% | | 0.82% |
| | | | | |
Expenses After Waivers and Reimbursements | | 0.75% | | 0.75% | | 0.75% | | 0.75% | | 0.75% |
| | | | | |
Net Investment Income After Waivers and Reimbursements | | 0.63% | | 0.88% | | 0.85% | | 0.83% | | 1.27% |
| | | | | |
Portfolio Turnover Rate | | 44% | | 58% | | 47% | | 52% | | 51% |
| (a) | Per share amounts calculated based on the average daily shares outstanding during the year. |
| (b) | Amount represents less than $0.005. |
| (c) | Total return would have been lower had various fees not been waived during the year. |
See Notes to Financial Statements.
| | | | |
| FINANCIAL HIGHLIGHTS | | | | |
(for a share outstanding throughout each year indicated)
SMALL-CAP VALUE
| | | | | | | | | | |
| | | Year Ended June 30 |
| | | | | |
| | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
| | | | | |
Net Asset Value, Beginning of Year | | $36.15 | | $32.79 | | $36.49 | | $16.52 | | $20.24 |
| | | | | | | | | | |
| | | | | |
Income from Investment Operations: | | | | | | | | | | |
Net Investment Income(a) | | 0.33 | | 0.53 | | 0.15 | | 0.12 | | 0.19 |
Net Realized and Unrealized Gain (Loss) | | 1.95 | | 3.16 | | (2.12) | | 20.05 | | (3.40) |
| | | | | | | | | | |
| | | | | |
Total from Investment Operations | | 2.28 | | 3.69 | | (1.97) | | 20.17 | | (3.21) |
| | | | | | | | | | |
| | | | | |
Less Distributions to Shareholders from: | | | | | | | | | | |
| | | | | |
Net Investment Income | | (0.36) | | (0.33) | | (0.10) | | (0.20) | | (0.51) |
| | | | | |
Net Realized Gain | | (0.66) | | – | | (1.63) | | – | | – |
| | | | | | | | | | |
| | | | | |
Total Distributions | | (1.02) | | (0.33) | | (1.73) | | (0.20) | | (0.51) |
| | | | | | | | | | |
| | | | | |
Net Asset Value, End of Year | | $37.41 | | $36.15 | | $32.79 | | $36.49 | | $16.52 |
| | | | | | | | | | |
| | | | | |
Total Return | | 6.36% | | 11.30% | | (5.81%) | | 122.77% | | (16.43%)(b) |
| | | | | |
Ratios and Supplemental Data: | | | | | | | | | | |
| | | | | |
Net Assets, End of Year (in 000’s) | | $487,790 | | $546,334 | | $422,713 | | $290,686 | | $30,051 |
| | | | | |
Expenses Before Waivers and Reimbursements | | 0.88% | | 0.86%(c) | | 0.83% | | 0.91% | | 1.12% |
| | | | | |
Expenses After Waivers and Reimbursements | | 0.88% | | 0.86%(c) | | 0.83% | | 0.91% | | 0.94% |
| | | | | |
Net Investment Income After Waivers and Reimbursements | | 0.91% | | 1.51% | | 0.42% | | 0.40% | | 1.01% |
| | | | | |
Portfolio Turnover Rate | | 56% | | 61% | | 95% | | 91% | | 87% |
| (a) | Per share amounts calculated based on the average daily shares outstanding during the year. |
| (b) | Total return would have been lower had various fees not been waived during the year. |
| (c) | Includes interest expense of 0.01%. |
See Notes to Financial Statements.
| | |
| | |
| 50 | | Annual Report | June 30, 2024 |
| | | | |
| FINANCIAL HIGHLIGHTS | | | | |
(for a share outstanding throughout each year indicated)
OMNI SMALL-CAP VALUE
| | | | | | | | | | |
| | | Year Ended June 30 |
| | | | | |
| | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
| | | | | |
Net Asset Value, Beginning of Year | | $17.33 | | $20.15 | | $22.03 | | $11.44 | | $14.97 |
| | | | | | | | | | |
| | | | | |
Income from Investment Operations: | | | | | | | | | | |
Net Investment Income(a) | | 0.32 | | 0.37 | | 0.28 | | 0.21 | | 0.19 |
Net Realized and Unrealized Gain (Loss) | | 2.40 | | 0.67 | | (1.23) | | 10.57 | | (3.56) |
| | | | | | | | | | |
| | | | | |
Total from Investment Operations | | 2.72 | | 1.04 | | (0.95) | | 10.78 | | (3.37) |
| | | | | | | | | | |
| | | | | |
Less Distributions to Shareholders from: | | | | | | | | | | |
| | | | | |
Net Investment Income | | (0.29) | | (0.32) | | (0.41) | | (0.19) | | (0.08) |
| | | | | |
Net Realized Gain | | (1.33) | | (3.54) | | (0.52) | | – | | (0.08) |
| | | | | | | | | | |
| | | | | |
Total Distributions | | (1.62) | | (3.86) | | (0.93) | | (0.19) | | (0.16) |
| | | | | | | | | | |
| | | | | |
Net Asset Value, End of Year | | $18.43 | | $17.33 | | $20.15 | | $22.03 | | $11.44 |
| | | | | | | | | | |
| | | | | |
Total Return(b) | | 15.93% | | 5.04% | | (4.65%) | | 94.92% | | (22.82%) |
| | | | | |
Ratios and Supplemental Data: | | | | | | | | | | |
| | | | | |
Net Assets, End of Year (in 000’s) | | $1,198,726 | | $1,119,720 | | $1,158,941 | | $1,271,035 | | $828,480 |
| | | | | |
Expenses Before Waivers and Reimbursements | | 0.63% | | 0.66% | | 0.66% | | 0.68% | | 0.72% |
| | | | | |
Expenses After Waivers and Reimbursements | | 0.47% | | 0.47% | | 0.47% | | 0.47% | | 0.54% |
| | | | | |
Net Investment Income After Waivers and Reimbursements | | 1.78% | | 1.93% | | 1.25% | | 1.29% | | 1.46% |
| | | | | |
Portfolio Turnover Rate | | 26% | | 38% | | 30% | | 21% | | 43% |
| (a) | Per share amounts calculated based on the average daily shares outstanding during the year. |
| (b) | Total return would have been lower had various fees not been waived during the year. |
See Notes to Financial Statements.
| | | | |
| FINANCIAL HIGHLIGHTS | | | | |
(for a share outstanding throughout each year indicated)
MANAGED VOLATILITY
| | | | | | | | | | |
| | | Year Ended June 30 |
| | | | | |
| | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
| | | | | |
Net Asset Value, Beginning of Year | | $16.50 | | $15.66 | | $17.13 | | $15.56 | | $15.05 |
| | | | | | | | | | |
| | | | | |
Income from Investment Operations: | | | | | | | | | | |
Net Investment Income (Loss)(a) | | 0.36 | | 0.26 | | (0.01) | | (0.01) | | 0.12 |
Net Realized and Unrealized Gain (Loss) | | 1.11 | | 1.56 | | (1.28) | | 2.35 | | 0.55 |
| | | | | | | | | | |
| | | | | |
Total from Investment Operations | | 1.47 | | 1.82 | | (1.29) | | 2.34 | | 0.67 |
| | | | | | | | | | |
| | | | | |
Less Distributions to Shareholders from: | | | | | | | | | | |
| | | | | |
Net Investment Income | | (0.48) | | (0.05) | | – | | – | | (0.16) |
| | | | | |
Net Realized Gain | | (0.44) | | (0.93) | | (0.18) | | (0.77) | | – |
| | | | | | | | | | |
| | | | | |
Total Distributions | | (0.92) | | (0.98) | | (0.18) | | (0.77) | | (0.16) |
| | | | | | | | | | |
| | | | | |
Net Asset Value, End of Year | | $17.05 | | $16.50 | | $15.66 | | $17.13 | | $15.56 |
| | | | | | | | | | |
| | | | | |
Total Return(b) | | 9.24% | | 12.00% | | (7.62%) | | 15.33% | | 4.45% |
| | | | | |
Ratios and Supplemental Data: | | | | | | | | | | |
| | | | | |
Net Assets, End of Year (in 000’s) | | $30,960 | | $30,736 | | $28,639 | | $36,160 | | $29,383 |
| | | | | |
Expenses Before Waivers and Reimbursements | | 1.28% | | 1.26% | | 1.19% | | 1.21% | | 1.27% |
| | | | | |
Expenses After Waivers and Reimbursements | | 0.94% | | 0.94% | | 0.94% | | 0.94% | | 0.94% |
| | | | | |
Net Investment Income (Loss) After Waivers and Reimbursements | | 2.20% | | 1.60% | | (0.08%) | | (0.07%) | | 0.77% |
| | | | | |
Portfolio Turnover Rate | | 9% | | 45% | | 66% | | 41% | | 68% |
| (a) | Per share amounts calculated based on the average daily shares outstanding during the year. |
| (b) | Total return would have been lower had various fees not been waived during the year. |
See Notes to Financial Statements.
| | |
| | |
| 52 | | Annual Report | June 30, 2024 |
| | |
| NOTES TO FINANCIAL STATEMENTS | | |
June 30, 2024
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 June 30, 2024.
Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of June 30, 2024, 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
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
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 June 30, 2024 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.
| | |
| | |
| 54 | | Annual Report | June 30, 2024 |
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
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 year ended June 30, 2024 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 June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | 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 | | | $144,564 | | | | $– | | | | $144,564 | | | | $– | | | | $144,564 | | | | $– | |
Ultra-Small Company | | | | | | | | | | | | | | | | | | | | | | | | |
Securities lending | | | $6,157,502 | | | | – | | | | $6,157,502 | | | | – | | | | $6,157,502 | | | | – | |
Ultra-Small Company Market | | | | | | | | | | | | | | | | | | | | | | | | |
Securities lending | | | $18,765,742 | | | | – | | | | $18,765,742 | | | | – | | | | $18,765,742 | | | | – | |
Small-Cap Value | | | | | | | | | | | | | | | | | | | | | | | | |
Securities lending | | | $3,914,348 | | | | – | | | | $3,914,348 | | | | – | | | | $3,914,348 | | | | – | |
Omni Small-Cap Value | | | | | | | | | | | | | | | | | | | | | | | | |
Securities lending | | | $17,988,025 | | | | – | | | | $17,988,025 | | | | – | | | | $17,988,025 | | | | – | |
| 1 | Securities loaned with a value of $ 263,209 in Ultra-Small Company Market have been sold and are pending settlement on June 30, 2024. |
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
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 | | | | 0.00%- | | | | 07/15/24- | | | | | | | | | | | | | | | | | |
| | | Obligations | | | | 5.43% | | | | 08/15/53 | | | | $705,890 | | | | $144,564 | | | | $850,454 | | | | $829,412 | |
Ultra-Small Company | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities lending | | | U.S.Gov’t | | | | 0.13%- | | | | 10/15/24- | | | | | | | | | | | | | | | | | |
| | | Obligations | | | | 5.25% | | | | 05/15/52 | | | | $1,994,868 | | | | $6,157,502 | | | | $8,152,370 | | | | $7,795,525 | |
Ultra-Small Company Market | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities lending | | | U.S.Gov’t | | | | 0.00%- | | | | 07/11/24- | | | | | | | | | | | | | | | | | |
| | | Obligations | | | | 4.88% | | | | 11/15/52 | | | | $1,250,265 | | | | $18,765,742 | | | | $20,016,007 | | | | $18,808,182 | |
Small-Cap Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities lending | | | U.S.Gov’t | | | | 0.00%- | | | | 07/30/24- | | | | | | | | | | | | | | | | | |
| | | Obligations | | | | 5.34% | | | | 11/15/53 | | | | $16,753,304 | | | | $3,914,348 | | | | $20,667,652 | | | | $20,445,639 | |
Omni Small-Cap Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities lending | | | U.S.Gov’t | | | | 0.00%- | | | | 07/31/24- | | | | | | | | | | | | | | | | | |
| | | Obligations | | | | 5.34% | | | | 11/15/53 | | | | $53,481,358 | | | | $17,988,025 | | | | $71,469,383 | | | | $69,796,086 | |
It is each Fund’s policy to obtain additional collateral from, or return excess collateral to, the borrower by the end of the next business day following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of June 30, 2024, 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 June 30, 2024, Funds with net assets of 25% or greater in a particular sector were as follows:
| | | | |
| Fund | | Sector | | % Net Assets at June 30, 2024 |
Aggressive Investors 1 Fund | | Information Technology | | 29.09% |
Ultra-Small Company Fund | | Health Care | | 25.22% |
Ultra-Small Company Market Fund | | Health Care | | 26.83% |
Small-Cap Value Fund | | Financials | | 25.95% |
Omni Small-Cap Value Fund | | Financials | | 33.78% |
| | |
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| 56 | | Annual Report | June 30, 2024 |
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
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 June 30, 2024 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 | | – | | $180,567 | | Put options written at value |
Written Call Options | | – | | 336,921 | | 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 | | $298,613 | | | | Realized Gain (Loss) on Written Options |
| | | | | | Change in Unrealized Appreciation |
| | | | $(88,565) | | (Depreciation) on Written Options |
Futures Contracts | | $(1,624,683) | | – | | Realized Gain (Loss) on Futures Contracts |
The derivative instruments outstanding as of June 30, 2024, as disclosed in the Schedule of Investments, and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the year ended June 30, 2024, 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
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
the contract. Such receipts or payments are known as “variation margin” and are recorded by a Fund as unrealized appreciation or depreciation. When a contract is closed, a Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. With futures, there is minimal counterparty risk to the Funds, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. As of June 30, 2024, 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 June 30, 2024 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 even if the Fund’s shares increase in value during the performance period, provided that the Fund underperformed its market
| | |
| | |
| 58 | | Annual Report | June 30, 2024 |
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
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.
Managed Volatility: The Fund’s advisory fee is a flat 0.60% of the value of the Fund’s average daily net assets, computed daily and payable monthly.
Expense limitations: The Adviser has agreed to reimburse the Funds for operating expenses and management fees above the expense limitations shown in the table below, which are shown as a ratio of net expenses to average net assets, for each Fund, for the year ended June 30, 2024. Any material change to the expense limitation would require a vote by shareholders
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
of the applicable Fund excluding Omni Small-Cap Value fund where the Expense Limitation Agreement of 0.47% may be changed or eliminated only with the consent of the Board of Directors of Bridgeway Funds.
| | | | | | | | |
| Bridgeway Fund | | Expense Limitation | | | Total Waivers and Reimbursements for Year Ended 06/30/24 | |
| | | | | | | | |
Aggressive Investors 1 | | | 1.75% | | | | $– | |
Ultra-Small Company | | | 1.85% | | | | – | |
Ultra-Small Company Market | | | 0.75% | | | | 75,202 | |
Small-Cap Value | | | 0.94% | | | | – | |
Omni Small-Cap Value* | | | 0.47% | | | | 1,945,822 | |
Managed Volatility | | | 0.94% | | | | 103,248 | |
| * | 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 $1,945,822, $2,244,593, and $755,915, which expire no later than June 30, 2027, June 30, 2026, and June 30, 2025, 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 year ended June 30, 2024 were as follows:
| | | | | | | | |
| Bridgeway Fund | | Inter-Portfolio
Purchases | | | Inter-Portfolio
Sales | |
| | | | | | | | |
Ultra-Small Company | | $ | 3,805,689 | | | $ | 3,838,160 | |
Ultra-Small Company Market | | | 4,050,260 | | | | 3,890,506 | |
Small-Cap Value | | | 2,701,939 | | | | 1,312,332 | |
Omni Small-Cap Value | | | 3,816,563 | | | | 5,333,453 | |
The Adviser entered into an Administrative Services Agreement with Bridgeway, pursuant to which the Adviser provides various administrative services to the Funds, including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds;(iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Bridgeway Funds, the Adviser is paid an annual aggregate fee of $130,000, payable in equal monthly installments. For the allocation of this expense to each of the Funds, please see the Statements of Operations.
Board of Directors 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.
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.
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| 60 | | Annual Report | June 30, 2024 |
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
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 June 30, 2024 were as follows:
| | | | | | | | | | | | | | | | |
| | | Purchases | | | Sales | |
| Bridgeway Fund | | U.S. Government | | | Other | | | U.S. Government | | | Other | |
| | | | | | | | | | | | | |
Aggressive Investors 1 | | | $– | | | $ | 104,308,078 | | | | $– | | | $ | 116,692,130 | |
Ultra-Small Company | | | – | | | | 57,774,696 | | | | – | | | | 66,647,521 | |
Ultra-Small Company Market | | | – | | | | 78,575,868 | | | | – | | | | 98,655,976 | |
Small-Cap Value | | | – | | | | 299,941,293 | | | | – | | | | 385,760,584 | |
Omni Small-Cap Value | | | – | | | | 306,956,471 | | | | – | | | | 385,468,782 | |
Managed Volatility | | | – | | | | 1,625,232 | | | | – | | | | 3,868,209 | |
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 June 30, 2024, were as follows:
| | | | | | | | | | | | |
| | | Aggressive Investors 1 | | | Ultra-Small Company | | | Ultra-Small
Company Market | |
Gross appreciation (excess of value over tax cost) | | | $49,299,155 | | | | $14,033,833 | | | | $44,087,869 | |
Gross depreciation (excess of tax cost over value) | | | (1,772,909) | | | | (13,863,770) | | | | (29,017,558) | |
Net unrealized appreciation | | | $47,526,246 | | | | $170,063 | | | | $15,070,311 | |
Cost of investments for income tax purposes | | | $130,987,436 | | | | $83,904,295 | | | | $171,416,644 | |
| | | |
| | | | | | | | | | | | |
| | | Small-Cap Value | | | Omni Small-Cap Value | | | Managed Volatility | |
Gross appreciation (excess of value over tax cost) | | | $78,555,870 | | | | $314,186,625 | | | | $10,495,686 | |
Gross depreciation (excess of tax cost over value) | | | (59,243,896) | | | | (68,155,190) | | | | (263,735) | |
Net unrealized appreciation | | | $19,311,974 | | | | $246,031,435 | | | | $10,231,951 | |
Cost of investments for income tax purposes | | | $472,454,190 | | | | $970,837,686 | | | | $20,053,878 | |
The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale and passive foreign investment companies (PFICs).
Classifications of Distributions Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes.
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2024 and June 30, 2023 respectively, are as follows:
| | | | | | | | | | | | | | | | |
| | | Aggressive Investors 1 | | | Ultra-Small Company | |
| | | Year Ended | | | Year Ended | | | Year Ended | | | Year Ended | |
| | | June 30, 2024 | | | June 30, 2023 | | | June 30, 2024 | | | June 30, 2023 | |
Distributions paid from: | | | | | | | | | | | | | | | | |
Ordinary Income | | | $1,380,082 | | | | $2,003,138 | | | | $2 | | | | $– | |
Long-Term Capital Gain | | | 10,241 | | | | – | | | | 4,092,357 | | | | 12,509,632 | |
Total | | | $1,390,323 | | | | $2,003,138 | | | | $4,092,359 | | | | $12,509,632 | |
| | |
| | | Ultra-Small Company Market | | | Small-Cap Value | |
| | | Year Ended | | | Year Ended | | | Year Ended | | | Year Ended | |
| | | June 30, 2024 | | | June 30, 2023 | | | June 30, 2024 | | | June 30, 2023 | |
Distributions paid from: | | | | | | | | | | | | | | | | |
Ordinary Income | | | $1,680,449 | | | | $1,949,150 | | | | $5,152,793 | | | | $5,499,665 | |
Long-Term Capital Gain | | | – | | | | 1,992,833 | | | | 9,543,418 | | | | 792,604 | |
Total | | | $1,680,449 | | | | $3,941,983 | | | | $14,696,211 | | | | $6,292,269 | |
| | |
| | | Omni Small-Cap Value | | | Managed Volatility | |
| | | Year Ended | | | Year Ended | | | Year Ended | | | Year Ended | |
| | | June 30, 2024 | | | June 30, 2023 | | | June 30, 2024 | | | June 30, 2023 | |
Distributions paid from: | | | | | | | | | | | | | | | | |
Ordinary Income | | | $18,886,697 | | | | $20,509,847 | | | | $1,306,594 | | | | $95,249 | |
Long-Term Capital Gain | | | 85,347,124 | | | | 210,597,017 | | | | 364,122 | | | | 1,675,841 | |
Total | | | $104,233,821 | | | | $231,106,864 | | | | $1,670,716 | | | | $1,771,090 | |
| | |
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| 62 | | Annual Report | June 30, 2024 |
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
Components of Accumulated Earnings As of June 30, 2024, the components of accumulated earnings on a tax basis were:
| | | | | | |
| | | Aggressive Investors 1 | | Ultra-Small Company | | Ultra-Small Company Market |
Accumulated Net Investment Income | | $– | | $1,883,935 | | $1,126,793 |
Capital Loss Carryovers | | – | | – | | (28,025,847) |
Accumulated Net Realized Gain on Investments | | – | | – | | – |
Post October Losses Deferred* | | – | | – | | (5,526,412) |
Other Temporary Differences | | – | | – | | – |
Net Unrealized Appreciation of Investments | | 47,526,246 | | 170,062 | | 15,070,311 |
Total | | $47,526,246 | | $2,053,997 | | $(17,355,155) |
| | | |
| | | Small-Cap Value | | Omni Small-Cap Value | | Managed Volatility |
Accumulated Net Investment Income | | $1,602,753 | | $9,185,315 | | $42,438 |
Capital Loss Carryovers | | – | | – | | – |
Accumulated Net Realized Gain on Investments | | 11,343,618 | | 67,553,213 | | 15,492 |
Post October Losses Deferred | | – | | – | | – |
Other Temporary Differences** | | – | | – | | (111,656) |
Net Unrealized Appreciation of Investments | | 19,311,974 | | 246,031,435 | | 10,277,645 |
Total | | $32,258,345 | | $322,769,963 | | $10,223,919 |
| * | Includes Post October Losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2025. The Ultra-Small Company Market Fund has elected to defer qualified short term and long term capital gains (losses) of $(5,526,412). The Aggressive Investor 1, 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, 2024 Ultra-Small Company Market Fund had non-expiring short and long term capital loss carryforwards of ($28,025,847). |
| ** | Includes other temporary differences of $(111,656) for deferred straddle losses outstanding. |
For the fiscal year June 30, 2024, 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 | | $(153,837) | | $113,660 | | $– |
Distributable Earnings | | 153,837 | | (113,660) | | – |
| | | |
| | | | | Increase (Decrease) | | |
| | | Small-Cap Value | | Omni Small-Cap Value | | Managed Volatility |
Paid-In Capital | | $3,121,839 | | $7,607,473 | | $22,395 |
Distributable Earnings | | (3,121,839) | | (7,607,473) | | (22,395) |
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.
| | |
| NOTES TO FINANCIAL STATEMENTS (continued) | | |
June 30, 2024
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.
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 year ended June 30, 2024, 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 | | | 6.52% | | | | | | | | $445,681 | | | | | | | | 47 | | | | | | | | $3,793 | | | | | | | | $1,222,000 | |
Ultra-Small Company | | | 6.48% | | | | | | | | 596,074 | | | | | | | | 68 | | | | | | | | 7,296 | | | | | | | | 2,153,000 | |
Ultra-Small Company Market | | | 6.53% | | | | | | | | 330,571 | | | | | | | | 14 | | | | | | | | 840 | | | | | | | | 867,000 | |
Small-Cap Value | | | 6.56% | | | | | | | | 1,294,223 | | | | | | | | 94 | | | | | | | | 22,183 | | | | | | | | 7,789,000 | |
Omni Small-Cap Value | | | 6.45% | | | | | | | | 1,559,077 | | | | | | | | 52 | | | | | | | | 14,521 | | | | | | | | 15,000,000 | |
1Interest expense is included on the Statements of Operations in Miscellaneous expenses.
8. Redemption Fees
In Ultra-Small Company Market Fund, a 2% redemption fee may be charged on shares held less than six months. The fee is charged for the benefit of the remaining shareholders and will be paid to the Fund to help offset transaction costs. The fee is accounted for as an addition to paid-in capital.
9. Subsequent Events
On August 22, 2024, the Board of Directors of the Funds approved a proposal to liquidate the Managed Volatility Fund (the “MV Fund”). Accordingly, effective on August 23, 2024, the MV Fund will no longer accept purchase orders and the MV Fund will be terminated on or about November 18, 2024.
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| 64 | | Annual Report | June 30, 2024 |
| | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | |
June 30, 2024
To the Shareholders and Board of Directors of
Bridgeway Funds, Inc.
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Value Fund, Omni Small-Cap Value Fund, and Managed Volatility Fund (the “Funds”), each a series of Bridgeway Funds, Inc., as of June 30, 2024, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the two years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of June 30, 2024, the results of their operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Funds’ financial highlights for the years ended June 30, 2022, and prior, were audited by other auditors whose report dated August 25, 2022, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2024, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Funds’ auditor since 2023.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
August 23, 2024
| | |
| OTHER INFORMATION | | |
June 30, 2024 (Unaudited)
1. Shareholder Tax Information
Certain tax information regarding the Funds is required to be provided to shareholders, based upon each Fund’s income and distributions for the taxable year ended June 30, 2024. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2023.
The Funds report the following items with regard to distributions paid during the fiscal year ended June 30, 2024 All reportings are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations there under.
| | | | | | | | | | | | |
| | | Aggressive Investors 1 | | | Ultra-Small Company | | | Ultra-Small Company Market | |
Corporate Dividends Received Deduction | | | 100.00 | % | | | 26.06% | | | | 100.00 | % |
Qualified Dividend Income | | | 100.00 | % | | | 23.62% | | | | 100.00 | % |
Qualified Interest Related Dividends | | | 1.54 | % | | | 0.00% | | | | 1.07 | % |
Qualified Short Term Capital Gain Dividends | | | 0.00 | % | | | 100.00% | | | | 0.00 | % |
U.S. Government Income | | | 0.00 | % | | | 0.00% | | | | 0.00 | % |
| | | |
| | | Small-Cap Value | | | Omni Small-Cap Value | | | Managed Volatility | |
Corporate Dividends Received Deduction | | | 94.89 | % | | | 92.51% | | | | 39.09 | % |
Qualified Dividend Income | | | 100.00 | % | | | 100.00% | | | | 39.83 | % |
Qualified Interest Related Dividends | | | 1.44 | % | | | 0.40% | | | | 60.25 | % |
Qualified Short Term Capital Gain Dividends | | | 0.00 | % | | | 0.00% | | | | 100.00 | % |
U.S. Government Income | | | 0.00 | % | | | 0.00% | | | | 39.22 | % |
US Government Income represents the amount of interest that was derived from direct US Government obligations. Generally, such interest is exempt from state income tax. However, for residents of California, New York and Connecticut, the statutory threshold requirements were not satisfied. Due to the diversity in state and local tax law, it is recommended you consult a tax adviser as to the applicability of the information provided for your specific situation.
During the fiscal year ended June 30, 2024, the Funds paid distributions from ordinary income and long-term capital gain that included equalization debits summarized below:
| | | | | | | | | | | | |
| | | Aggressive Investors 1 | | | Ultra-Small Company | | | Ultra-Small Company Market | |
Ordinary Income Distributions | | | $ 1,380,082 | | | | $ 2 | | | | $ 1,680,449 | |
Long-Term Capital Gain Distributions | | | 10,241 | | | | 4,092,357 | | | | – | |
| | | |
| | | Small-Cap Value | | | Omni Small-Cap Value | | | Managed Volatility | |
Ordinary Income Distributions | | | $ 5,152,793 | | | | $ 18,886,697 | | | | $ 1,306,594 | |
Long-Term Capital Gain Distributions | | | 9,543,418 | | | | 85,347,124 | | | | 364,122 | |
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| 66 | | Financial Statements and Other Information | June 30, 2024 |
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| OTHER INFORMATION (continued) | | |
June 30, 2024 (Unaudited)
2. Proxy Voting
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2024 is available without charge at the Funds’ website www.bridgewayfunds.com or by contacting Bridgeway Funds at funds@bridgeway.com. Such information is also available on the SEC’s website at http://www.sec.gov.
3. Fund Holdings
The complete schedules of the Funds’ holdings for the second and fourth quarters of each fiscal year are contained in the Funds’ Financial Statements and Other Information prepared as of each of these periods. 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. All of these reports are available on the Funds’ website www.bridgewayfunds.com. Copies are also available without charge, upon request, by contacting Bridgeway Funds at funds@bridgeway.com and on the SEC’s website at http://www.sec.gov.
4. Approval of Investment Management Agreement
Bridgeway Funds, Inc.’s (the “Company”) management agreement (the “Management Agreement”) with its investment adviser, Bridgeway Capital Management, LLC (the “Adviser”), on behalf of each of the Company’s funds must be approved for an initial term no greater than two years and renewed at least annually thereafter by the board of directors of the Company (the “Board” or “Directors”) or a vote of a majority of the outstanding voting securities of each fund. In addition, the renewal must be approved by a majority of the Directors who are not parties to the Management Agreement or “interested persons” of any party thereto (the “Independent Directors”), cast in person at a meeting called specifically for the purpose of voting on such approval.
The Board has five regularly scheduled meetings each year and takes into account throughout the year matters bearing on the approval of the Management Agreement. For example, the Board or its standing committees consider at meetings during the year various factors that are relevant to the annual renewal of each fund’s Management Agreement, including the quality of services and support provided to each fund by the Adviser, the Adviser’s compliance program, including the effectiveness of its implementation, comparative performance information for each fund, the risk assessment of the funds and “deep dives” on the strategy and performance of certain funds on a periodic basis. Additionally, between regular Board meetings the Adviser provides the Board with updated financial information on the Adviser and strategic direction and marketing efforts.
On May 16, 2024, the Board, including a majority of the Independent Directors, met (the “Meeting”) with the Adviser, the Company’s outside legal counsel, independent legal counsel to the Independent Directors (“Independent Legal Counsel”) and others to consider information bearing on the continuation of the Management Agreement with respect to the following funds of the Company: Aggressive Investors 1 Fund, Ultra-Small Company Fund, Ultra-Small Company Market Fund, Small-Cap Value Fund, Omni Small-Cap Value Fund and Managed Volatility Fund (each a “Fund” and together, the “Funds”).
In reaching its decisions regarding the renewal of the Management Agreement for each Fund, the Board considered the information furnished and discussed throughout the year at regularly scheduled Board and committee meetings, as applicable and as described above, as well as the information provided to it specifically in relation to the annual consideration of the approval of the continuation of the Management Agreement for each Fund.
In preparation for the Meeting, the Independent Directors requested that the Adviser provide specific information relevant to the Board’s consideration of the renewal of the Management Agreement with respect to each Fund. In response to that request, the Board was furnished with a wide variety of information with respect to each Fund, including information regarding:
| · | | investment performance over various time periods and the fees and expenses of the Fund as compared to a comparable group of funds as determined and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data; |
| · | | the nature, extent and quality of services provided by the Adviser to the Fund under the Management Agreement; |
| | |
| OTHER INFORMATION (continued) | | |
June 30, 2024 (Unaudited)
| · | | actual management fees paid by the Fund to the Adviser and a comparison of those fees with the management fees charged to comparable advisory clients of the Adviser, as applicable; |
| · | | the Adviser’s costs of providing services to the Fund and the profitability of the Adviser from its relationship with the Fund; |
| · | | the extent to which economies of scale would be realized as the Fund’s assets increase and whether fee levels reflect these economies of scale for the benefit of Fund investors; and |
| · | | any potential “fall-out” or ancillary benefits accruing to the Adviser as a result of its relationship with the Fund. |
In addition to evaluating the written information provided by the Adviser, the Board also considered the answers to questions posed by the Board to representatives of the Adviser at the Meeting.
In considering the information and materials described above, the Independent Directors met with Independent Legal Counsel to review such information and materials prior to the Meeting. In addition, the Independent Directors met in executive session with Independent Legal Counsel to consider the continuation of the Management Agreement with respect to each Fund outside the presence of management during the Meeting.
The Board also was provided with a written description of its statutory responsibilities and the legal standards that are applicable to approval of the renewal of the Management Agreement.
Although the Management Agreement for all of the Funds was considered at the Meeting, the Directors considered the renewal of the Management Agreement with respect to each Fund separately.
In considering the aforementioned information, the Board took into account management style, investment strategies and prevailing market conditions as reported by the Adviser. Furthermore, in evaluating the Management Agreement, the Directors also considered information provided by the Adviser concerning the following:
| · | | the terms of the Management Agreement, including the services performed by the Adviser in managing each Fund’s assets in accordance with the Fund’s investment objectives, policies and restrictions and how those services and fees differ from those for comparable advisory clients of the Adviser, as applicable; |
| · | | information regarding the advisory fee rates and the expense limitation or fee waiver arrangements, if any, for each Fund; |
| · | | the Adviser’s personnel, staffing levels and the time and attention the Adviser’s personnel devote to the management of the Funds as compared to other advisory clients of the Adviser; |
| · | | the Adviser’s risk assessment and management process; |
| · | | the Adviser’s representation that it does not engage in pre-arranged soft dollar arrangements but that it may receive the benefit of research services provided by broker-dealers; and |
| · | | the financial condition and stability of the Adviser. |
In view of the broad scope and variety of factors and information considered by the Board, the Directors did not find it practicable to, and did not, assign relative weights to the specific factors considered in reaching their conclusions and determinations to approve the continuance of the Management Agreement for each Fund for an additional year. Rather, the Board’s determinations were made on the basis of each Director’s business judgment after consideration of all of the factors taken in their entirety. Although not meant to be all-inclusive, the following describes various factors that were considered by the Board in deciding to approve the continuance of the Management Agreement for each Fund.
Nature, Extent and Quality of Services
In examining the nature, extent and quality of the services provided by the Adviser, the Directors considered the services provided to each Fund and any expected changes thereto, the qualifications, experience and duties of the Adviser’s personnel,
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| 68 | | Financial Statements and Other Information | June 30, 2024 |
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| OTHER INFORMATION (continued) | | |
June 30, 2024 (Unaudited)
the approximate amount of time those personnel devote to the Funds, recent and expected personnel changes, portfolio manager compensation arrangements, business continuity and succession planning, and enterprise risk management (including as it relates to cybersecurity risk). In addition, the Directors considered information provided by the Adviser regarding its overall financial strength and considered the resources and staffing in place with respect to the services provided to the Funds.
Based on the totality of the information considered, the Directors concluded that they were satisfied with the nature, extent and quality of the services provided to each Fund by the Adviser, and that the Adviser has the ability to continue to provide these services based on its experience, operations and current resources.
Investment Performance
The Board considered performance information provided by the Adviser for similarly managed accounts (if any) over the most recent six-month, one-year, three-year, five-year, ten-year and fifteen-year periods ended December 31, 2023, as applicable, as well as Fund performance compared with its benchmark for one-year, three-year, five-year, ten-year and since-inception periods ended December 31, 2023. The Board considered the Adviser’s representation that the differences in the performance of the similarly managed accounts (if any) and Fund performance were within ranges that the Adviser expects for the relevant accounts/Funds given, for example, differences in cash flows, investment restrictions, account size and tax management practices.
In addition, Broadridge provided a report (the “Broadridge Report”) of comparative data regarding fees, expenses and investment performance for each Fund as compared to a peer group selected by Broadridge (“Peer Group”). The performance periods included total return over the most recent calendar year (“one-year period”) and the annualized total returns over the most recent three calendar year period (“three-year period”), five calendar year period (“five-year period”) and ten calendar year period (“ten-year period”). With regard to the performance information provided in the Broadridge Report, the Board considered the performance of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the performance data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance.
In particular, the Board considered the following performance information as of December 31, 2023 provided by the Adviser and from Broadridge:
| · | | With regard to the Aggressive Investors 1 Fund, the Fund’s performance was in the third quintile for the one-year period and in the fifth quintile for the three-year, five-year and ten-year periods, as compared with its Peer Group. The Fund outperformed its primary benchmark for the since inception period, while it underperformed its primary benchmark for the one-year, three-year, five-year and ten-year periods. The Board considered the Adviser’s explanation that the Fund’s deeper value tilt had detracted from the Fund’s relative performance. The Board also took into account that the Adviser plans to assess the Fund’s portfolio design and construction in 2024 with the goal of improving relative performance going forward and that the Fund’s performance was considered in line with its design. Based on their review, the Directors concluded that the Fund’s performance was being addressed. |
| · | | With regard to the Ultra-Small Company Fund, the Fund’s performance was in the second quintile compared to its Peer Group for the one-year period, in the first quintile for the three-year and five-year periods, and in the fifth quintile for the ten-year period. The Fund outperformed its primary benchmark for the one-year, three-year and five-year periods, while it underperformed its primary benchmark for the ten-year period. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark. |
| · | | With regard to the Ultra-Small Company Market Fund, the Fund’s performance was in the fourth quintile for the three-year period and in the fifth quintile for the one-year, five-year and ten-year periods, as compared with its Peer Group. The Fund outperformed its primary benchmark for the one-year, three-year and five-year periods, while it underperformed its primary benchmark for the ten-year period. The Board considered the Adviser’s explanation that the variability in the Fund’s performance relative to peers is expected and largely explained by the market capitalization differences between the ultra-small cap nature of the Fund and the other small-cap funds in its Peer Group as well as by the inherent value tilt of |
| | |
| OTHER INFORMATION (continued) | | |
June 30, 2024 (Unaudited)
| | the CRSP 10 Index relative to small-cap peers in general. The Board also took into account that the Fund’s performance was considered in line with its design. Based on their review, the Directors concluded that the Fund’s performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark. |
| · | | With regard to the Small-Cap Value Fund, the Fund’s performance was in the fourth quintile for the one-year period, while the Fund’s performance was in the first quintile for the three-year, five-year and ten-year periods, as compared with its Peer Group. The Fund outperformed its primary benchmark over the three-year, five-year, ten-year and since-inception periods while it underperformed its primary benchmark for the one-year period. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark. |
| · | | With regard to the Omni Small-Cap Value Fund, the Fund’s performance was in the first quintile of its Peer Group for the three-year and five-year periods and in the second quintile for the one-year and ten-year periods. The Fund outperformed its primary benchmark for the one-year, three-year, five-year, ten-year and since-inception periods. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark. |
| · | | With regard to the Managed Volatility Fund, the Fund’s performance was in the fifth quintile of its Peer Group for the one-year and ten-year periods and in the fourth quintile for the three-year and five-year periods. The Fund underperformed its benchmark for the one-year, three-year, five-year, ten-year and since-inception periods. The Board considered the Adviser’s explanation that the Fund is not designed to outperform its primary benchmark, but instead is designed to capture only a portion of market return while limiting volatility. The Board also took into account that the Fund continues to perform as designed over longer time horizons. Based on their review, the Directors concluded that the Fund’s overall performance was satisfactory relative to the performance of the funds in its Peer Group and its primary benchmark. |
Fund Fees and Expenses
The Board considered information provided by the Adviser regarding the advisory fees it charges to comparable advisory clients and the reasons for any material differences between those fees and the fees it charges to the Funds. The Board also considered the Adviser’s views that, given investment performance and overall expenses, the Adviser believes the management fees for each Fund appear reasonable and appropriate given the distinctive features and design of each Fund, the disciplined implementation of the design by the Adviser, the relatively low management fees in most cases, the performance results in line with design and investor expectations, and the profitability to the Adviser of each Fund. More specifically, with regard to management fee differences among the Funds, the Board considered the Adviser’s view that fee differences stem from market factors as well as the estimated growth rate of the Fund at the time of launch; the potential asset capacity of the Fund; the risks associated with providing the advisory services to the Fund; and estimated costs of providing the advisory services driven by the design complexity of the Fund (e.g., more complex design is higher cost due to the research and portfolio management time required).
With respect to management fee differences between the Funds and other investment company clients of the Adviser, the Board considered that, unlike the Funds, the Adviser serves as a sub-adviser to the other investment company clients, which generally requires the Adviser to furnish fewer services than the services it provides to the Funds. The Board also considered the fees charged to other investment company clients of the Adviser, as well as the Adviser’s representation that for certain Funds, the Adviser did not manage comparable investment companies.
With respect to management fee differences between the Funds and other non-investment company clients of the Adviser, the Board considered that: (i) the management fee charged to the Ultra-Small Company Market Fund is lower than that charged to comparable clients; (ii) the asset-based management fee charged to the Aggressive Investors 1 Fund is higher than that charged to comparable clients, while the Fund’s performance fee rate is significantly lower than the performance fee rate charged to comparable clients (and there are other differences in the performance fee calculations); (iii) the management fee charged to the Small-Cap Value Fund is higher than that charged to one comparable separate account at all asset levels while the Fund’s management fee is equal to the management fee for another comparable separate account on assets over
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| 70 | | Financial Statements and Other Information | June 30, 2024 |
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| OTHER INFORMATION (continued) | | |
June 30, 2024 (Unaudited)
$100 million but it is lower for assets below $100 million; and (iv) the Adviser had no advisory clients comparable to the other Funds.
The Board also considered information compiled by Broadridge comparing each Fund’s contractual management fee rate (excluding any performance fees and using an assumed common asset level for the Fund and the other funds in the Peer Group), actual management fee rate (which included the effect of any fee waivers and any performance fees, and was derived from annual reports) and actual total expense ratios (which also included the effect of any fee waivers and performance fees, and was derived from annual reports) as a percentage of average net assets as compared to other funds in its expense Peer Group. Broadridge’s contractual management fee data included both advisory fees and administrative services fees, except for the Funds. Broadridge excluded administrative services fees for the Funds from contractual management fee data because those fees are fixed (i.e., a stated dollar amount), as opposed to asset based. More specifically, with respect to the Funds, the Adviser provides certain administrative services to the Funds pursuant to a separate contract, in exchange for an annual fixed fee (payable monthly) that the Adviser has represented approximates the cost of providing such services (which the Board considered in connection with profitability, as described below). Broadridge’s actual management fee data for the Funds and the other funds in the Peer Group included both advisory fees and administrative services fees. Thus, the contractual management fee rate in the Funds’ Broadridge comparisons did not reflect these administrative services fees, whereas the actual management fee rate in the Funds’ Broadridge comparisons included both advisory and administrative services fees.
With regard to the expense information provided in the Broadridge Report, the Board considered Fund expenses on a percentile and quintile basis as compared to each Fund’s Peer Group. For purposes of the expense data provided, Broadridge defines the first quintile as 20% of the funds in the applicable Peer Group with the lowest expenses and the fifth quintile as 20% of the funds in the applicable Peer Group with the highest expenses. In particular, the Board considered the following:
| · | | The Aggressive Investors 1 Fund’s contractual management fee was in the fifth quintile of its Peer Group (excluding the performance fee) and the Fund’s actual management fees and actual total expenses (factoring in the performance fee) were each in the first quintile of its Peer Group. The Board also considered the impact of the Fund’s performance fee on the fee comparisons. |
| · | | With respect to the Ultra-Small Company Fund, the Board considered that the Fund’s contractual management fee was in the third quintile, the actual management fee was in the fifth quintile and total expense ratio was in the second quintile of its Peer Group. The Board took into account that the Fund’s total expenses, which included the actual management fee, were below the median of its Peer Group. |
| · | | With respect to the Ultra-Small Company Market Fund, Small-Cap Value Fund, Omni Small-Cap Value Fund and Managed Volatility Fund, the Board considered that each Fund was in the first quintile of its applicable Peer Group for the contractual management fee, actual management fee and total expense ratio. The Board also considered the impact of the performance fee arrangement on actual management fees for the Small-Cap Value Fund. |
In addition, the Board considered that the Adviser is contractually obligated to waive fees and/or pay Fund expenses in order to maintain expense limitations for each of the Funds to ensure that total expense levels do not increase above certain asset percentage levels.
The foregoing comparisons assisted the Board in determining to approve the continuance of the Management Agreement for each Fund by providing it with a basis for evaluating each Fund’s management fee and total expense ratio on a relative basis. Based on their review, the Directors concluded that each Fund’s management fee was reasonable in view of the services received by the Fund and the other factors considered.
Profitability
The Board reviewed the materials it received from the Adviser regarding its revenues and costs in providing investment management and certain administrative services to the Funds and the Company as a whole. In particular, the Board considered the analysis of the Adviser’s profitability with respect to each Fund, calculated for the years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. The Board also considered the Adviser’s
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| OTHER INFORMATION (continued) | | |
June 30, 2024 (Unaudited)
representations that it does not track expenses or maintain staff on a per Fund basis and accordingly the Adviser needed to make certain assumptions to allocate expenses on a Fund-by-Fund basis in order to calculate Fund-by-Fund profitability, making the process a subjective one. The Board also considered that the Adviser was operating certain Funds at a loss but that the Adviser had the resources necessary to continue providing the same level of services to those Funds. Based on their review, the Directors concluded that the Adviser’s profitability from its relationship with each Fund was reasonable.
Economies of Scale
The Board considered the effect of each Fund’s current size and its potential growth on its performance and fees. With respect to whether economies of scale are expected to be realized by the Adviser as a Fund’s assets increase and whether advisory fee levels reflect these economies of scale for the benefit of Fund investors, the Board considered, on a Fund-by-Fund basis, the current level of advisory fees charged and fee structure and concluded that the Adviser’s fee structure with respect to each Fund was appropriate at this time. The Board considered that the Aggressive Investors 1 Fund and Ultra-Small Company Fund each have fee breakpoints in their management fee schedules although neither Fund is at a size currently to benefit from such breakpoints. With respect to Ultra-Small Company Market Fund and Managed Volatility Fund, the Board considered the Adviser’s representation that it believes that neither Fund will produce significant economies of scale because each Fund involves intensive and time-consuming portfolio and trading management, and as a result, neither Fund has breakpoints in its management fee schedule. Lastly, although the Small-Cap Value Fund, Omni Small-Cap Value Fund and Managed Volatility Fund do not have fee breakpoints in their management fee schedules, the Board considered the Adviser’s explanation that these Funds were priced low relative to their respective Peer Groups and ahead of the economies of scale curve at launch. The Board noted that if a Fund’s assets increased over time, the Fund might realize other economies of scale if assets increased proportionally more than certain other expenses.
“Fallout” or Ancillary Benefits
Board considered whether there were any “fall-out” or ancillary benefits that may accrue to the Adviser as a result of its relationships with the Funds. In terms of potential “fall-out” or ancillary benefits to the Adviser due to its position as manager of the Funds, the Board considered benefits related to track record and reputation, and portfolio trading and execution. The Board also considered the Adviser’s representations that it does not engage in pre-arranged soft dollar arrangements but that it may receive the benefit of research services provided by broker-dealers. In addition, the Board took into account that the Adviser receives administrative service fees from the Funds in exchange for providing certain administrative services to the Funds, noting that such services are provided at cost. The Board concluded that the “fall-out” or ancillary benefits accruing to the Adviser by virtue of its relationship with the Funds appeared to be reasonable.
* * * * *
Based on all relevant information and factors discussed above, none of which was individually determinative of the outcome, the Board, including a majority of the Independent Directors, determined that the continuation of the Management Agreement for each Fund was in the best interests of the Fund. As a result, the Board, including a majority of the Independent Directors, approved the renewal of the Management Agreement for each Fund.
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| 72 | | Financial Statements and Other Information | June 30, 2024 |
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| 74 | | Semi-Annual Report | December 31, 2023 (Unaudited) |
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| | 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 |
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| | 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. |
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Included under Item 7 of this Form.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7 of this Form.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 16. Controls and Procedures.
| | (a) | The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of this report, that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by the registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. |
| | (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
| (a)(3)(1) | There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. |
| (a)(3)(2) | There was no change in the Registrant’s independent public accountant during the period covered by the report. |
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.
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(Registrant) Bridgeway Funds, Inc. |
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By (Signature and Title)* | | /s/ Linda Giuffré |
| | Linda Giuffré, President and Principal Executive Officer |
| | (principal executive officer) |
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Date September 3, 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.
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By (Signature and Title)* | | /s/ Linda Giuffré |
| | Linda Giuffré, President and Principal Executive Officer |
| | (principal executive officer) |
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Date September 3, 2024 | | |
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By (Signature and Title)* | | /s/ Deborah L. Hanna |
| | Deborah L. Hanna, Treasurer and Principal Financial Officer |
| | (principal financial officer) |
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Date September 3, 2024 | | |
* Print the name and title of each signing officer under his or her signature.
