N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number            811-08200                

                                     Bridgeway Funds, Inc.                                    

(Exact name of registrant as specified in charter)

20 Greenway Plaza, Suite 450

                                     Houston, Texas 77046                                    

(Address of principal executive offices) (Zip code)

Michael D. Mulcahy, President

Bridgeway Funds, Inc.

20 Greenway Plaza, Suite 450

                                     Houston, Texas 77046                                    

(Name and address of agent for service)

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

Date of fiscal year end:  June 30

Date of reporting period: July 1, 2012 through December 31, 2012

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

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1.   Reports to Stockholders.

The Report to Shareholders is attached herewith.

A no-load mutual fund family of domestic funds
Semi-Annual Report December 31, 2012 (Unaudited)
AGGRESSIVE INVESTORS 1	BRAGX
ULTRA-SMALL COMPANY	BRUSX
(Open to Existing Investors — Direct Only)
ULTRA-SMALL COMPANY MARKET	BRSIX
SMALL-CAP MOMENTUM	BRSMX
SMALL-CAP GROWTH	BRSGX
SMALL-CAP VALUE	BRSVX
LARGE-CAP GROWTH	BRLGX
BLUE CHIP 35 INDEX	BRLIX
MANAGED VOLATILITY	BRBPX
www.bridgeway.com

TABLE OF CONTENTS

Letter from the Investment Management Team	1
AGGRESSIVE INVESTORS 1 FUND
Manager’s Commentary	8
Schedule of Investments	12
ULTRA-SMALL COMPANY FUND
Manager’s Commentary	15
Schedule of Investments	19
ULTRA-SMALL COMPANY MARKET FUND
Manager’s Commentary	25
Schedule of Investments	29
SMALL-CAP MOMENTUM FUND
Manager’s Commentary	41
Schedule of Investments	45
SMALL-CAP GROWTH FUND
Manager’s Commentary	52
Schedule of Investments	56
SMALL-CAP VALUE FUND
Manager’s Commentary	59
Schedule of Investments	63
LARGE-CAP GROWTH FUND
Manager’s Commentary	66
Schedule of Investments	69
BLUE CHIP 35 INDEX FUND
Manager’s Commentary	72
Schedule of Investments	76
MANAGED VOLATILITY FUND
Manager’s Commentary	78
Schedule of Investments	82
Schedule of Options Written	86
STATEMENTS OF ASSETS AND LIABILITIES	89
STATEMENTS OF OPERATIONS	91
STATEMENTS OF CHANGES IN NET ASSETS	93
FINANCIAL HIGHLIGHTS	97
Notes to Financial Statements	103
Other Information	117
Disclosure of Fund Expenses	118

Bridgeway Funds Standardized Returns as of December 31, 2012* (Unaudited)

					Annualized
Fund	Quarter		Six Months		1 Year		5 Years		10 Years		Inception to Date		Inception Date		Gross Expense Ratio2			Net Expense Ratio2
Aggressive Investors 1		2.60%		11.92%		21.58%		-6.93%		6.45%		12.53%		8/5/1994		1.33%	3		NA	3
Ultra-Small Company		2.91%		10.11%		24.49%		1.00%		11.52%		14.91%		8/5/1994		1.25%			1.25%
Ultra-Small Co Market		-0.49%		5.21%		19.83%		1.00%		9.53%		9.73%		7/31/1997		0.95%	1		0.87%	1
Small-Cap Momentum		0.47%		6.36%		14.18%		NA		NA		12.11%		5/28/2010		5.76%	1		0.93%	1
Small-Cap Growth		-2.33%		4.56%		11.05%		-4.31%		NA		2.22%		10/31/2003		1.08%	1		0.94%	1
Small-Cap Value		2.66%		11.11%		20.99%		-0.30%		NA		5.97%		10/31/2003		0.99%	1		0.94%	1
Large-Cap Growth		0.95%		6.71%		16.21%		-0.50%		NA		4.30%		10/31/2003		0.92%	1		0.84%	1
Blue Chip 35 Index		-1.41%		4.76%		15.20%		2.11%		6.26%		4.95%		7/31/1997		0.29%	1		0.15%	1
Managed Volatility		-0.40%		2.18%		6.46%		0.72%		4.80%		3.63%		6/30/2001		1.44%	1		0.95%	1

Bridgeway Funds Returns for Calendar Years 1999 through 2012* (Unaudited)

	1999			2000			2001			2002			2003			2004			2005			2006			2007			2008			2009			2010			2011			2012
Aggressive Investors 1		120.62	%		13.58	%		-11.20	%		-18.01	%		53.97	%		12.21	%		14.93	%		7.11	%		25.80	%		-56.16	%		23.98	%		17.82	%		-10.31	%		21.58	%
Ultra-Small Company		40.41	%		4.75	%		34.00	%		3.98	%		88.57	%		23.33	%		2.99	%		21.55	%		-2.77	%		-46.24	%		48.93	%		23.55	%		-14.64	%		24.49	%
Ultra-Small Co Market		31.49	%		0.67	%		23.98	%		4.90	%		79.43	%		20.12	%		4.08	%		11.48	%		-5.40	%		-39.49	%		25.95	%		24.86	%		-7.86	%		19.83	%
Small-Cap Momentum																																						-0.92	%		14.18	%
Small-Cap Growth																	11.59	%		18.24	%		5.31	%		6.87	%		-43.48	%		15.04	%		11.77	%		-0.63	%		11.05	%
Small-Cap Value																	17.33	%		18.92	%		12.77	%		6.93	%		-45.57	%		26.98	%		16.55	%		1.05	%		20.99	%
Large-Cap Growth																	6.77	%		9.33	%		4.99	%		19.01	%		-45.42	%		36.66	%		13.34	%		-0.71	%		16.21	%
Blue Chip 35 Index		30.34	%		-15.12	%		-9.06	%		-18.02	%		28.87	%		4.79	%		0.05	%		15.42	%		6.07	%		-33.30	%		26.61	%		10.60	%		3.17	%		15.20	%
Managed Volatility											-3.51	%		17.82	%		7.61	%		6.96	%		6.65	%		6.58	%		-19.38	%		12.39	%		5.41	%		1.94	%		6.46	%

Performance figures quoted represent past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than original cost. To obtain performance current to the most recent month- end, please visit our website at www.bridgeway.com or call 1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains.

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

² Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2012.

³ The management fee included in the gross expense ratio for the Aggressive Investors 1 Fund has been restated to reflect only the base management fee payable under the Fund’s performance-based management fee structure. The total actual management fee for the fiscal year ended June 30, 2012 was -0.47%. The actual total management fee for the prior fiscal year was negative due to the negative performance adjustment of the investment management fee under the Fund’s performance-based management fee structure.

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

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

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

  i   www.bridgeway.com

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM

December 31, 2012

Dear Fellow Shareholders,

Uncertainty ruled the equity market for the last quarter of 2012. The outcome of the U.S. presidential election, the effects of Superstorm Sandy, and the drama of the potential fiscal cliff caused continued volatility. Before staging an impressive recovery from mid-November to close the quarter almost flat, the S&P 500 Index had been down almost 5%. The smaller and more value style parts of the U.S. markets were the only segments in positive territory. Stock correlations continued to fall from the June spike, an environment generally favorable to our Select Funds and especially to our growth Funds, as discussed in previous letters. Details appear on page 2. Individual Fund performance appears on the previous page, with Fund by Fund details starting on page 8.

As documented in earlier shareholder letters, Bridgeway continues to believe that bond investors face the extraordinary risk of rising interest rates and inflation. Our research team recently looked at a popular fixed income alternative, high yield stocks. See page 3 for an eye-popping statistical development that we have not seen in the last four decades.

Each calendar year we have a friendly competition with Morningstar’s “Fund picks.” In spite of the macro driven market of the June quarter, this year our Funds led Morningstar’s picks 8 to 3. See details on page 4.

Bridgeway continues to field questions about our very unusual policy of capping the compensation of our highest paid people at seven times the lowest compensated ones. On page 5, our president discusses the reasons, implications, and benefits of this policy, which dates back to our founding nearly two decades ago.

One of the strongest parts of our culture is a commitment to community and world change. We believe this gives us a broader world view, which helps every aspect of our organization, including managing your money. Or, as one Partner recently said, “It is engrained in the fabric of who we are – as individuals and as a corporation; and how we work - providing service and returns to our shareholders and our world. We can’t divorce one from the other.” On page 5, Dick Cancelmo, our Managed Volatility portfolio manager and head of Trading, and Bill Baumeyer, a marketing and client service team member, paint a word picture of transformational change from their vantage points.

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

Sincerely,

Your Investment Management Team

John Montgomery	Christine L. Wang	Michael Whipple
Elena Khoziaeva	Dick Cancelmo	Rasool Shaik

1 Semi-Annual Report  |  December 31, 2012 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Market Review

The Short Version: In a volatile climate, and as measured by the S&P 500 Index, the market declined during the quarter almost 5%, but recovered a majority of that to close down only a fraction of a percent.

The fourth quarter of 2012 experienced volatility across the domestic equity markets with the uncertainty of the outcome of the U.S. presidential election, the effects of Superstorm Sandy, and the drama of the approaching fiscal cliff. Despite the volatility, the quarter ended with the S&P 500 Index down 0.38% and the Dow down 1.74%.

October started the quarter on a sour note with domestic equity markets turning negative. Despite improvement in some economic indicators, such as a drop in the unemployment rate to the lowest rate since the beginning of 2009, the highest level of housing starts in over four years, and an increase in consumer confidence, markets still reacted with uncertainty ahead of the U.S. presidential election. The S&P 500 Index lost almost two percent, the Dow was down two and one-half percent, and the Nasdaq Composite Index fell by more than four percent.

All of this uncertainty led to large daily moves for the Dow, averaging +/-0.7%. For the month, the Dow ranged 819 points from high to low – the widest range since June. By mid-month, broad domestic equity markets were off about 5% before an impressive rally, resulting in the S&P 500 Index and Nasdaq Composite closing fractionally higher and the Dow finishing slightly negative for the month.

While most markets posted mixed returns through the end of November, December provided some much needed positive performance, pulling segments of the market (the smaller and more value segments) in the black for the quarter. With the uncertainty of the fiscal cliff and the possibility of tax increases, 483 companies declared special dividends versus 142 a year ago and many companies sped up the payment of regular dividends to secure the 2012 tax rate. Towards the end of December, dismal fiscal cliff negotiations rankled the markets, but on the last day of the month when it appeared that a deal would be struck, the markets turned positive.

Additionally, the Federal Reserve held its last monetary policy meeting of the year in December. For the first time, the Fed tied its monetary policy to a specific economic indicator instead of a time period. The Fed announced they will continue with easy monetary policy until the unemployment rate hits 6.5% or lower as long as inflation forecasts remain near its 2% target. In addition, the Fed will make purchases totaling $85 billion per month: $40 billion in mortgage backed securities and $45 billion in long-term Treasuries which is a slight modification from Operation Twist (selling $45 billion a month of short-term Treasuries to fund the long-term purchases).

Returns across U.S equity style boxes, as defined by Morningstar, were mixed for the quarter. Value outperformed growth, and small- and mid-cap stocks were favored over large-cap stocks. Small-cap value posted a 2.13% gain while large-cap growth was down 4.18% for the quarter.

Sector performance for the S&P 500 Index was mixed with half of the sectors positive and half negative leaving the Index essentially flat. Financials led the way gaining approximately six percent followed by Industrials up four percent and consumer discretionary up two percent. Telecommunication Services and Information Technology suffered the most, falling approximately six percent each, while Utilities and Energy were down nearly three percent each.

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

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Using High Dividend Stocks to Reduce Risk (by Bridgeway’s research team)

The Short Version: For the same reasons that many investors have sold stock funds to buy bond funds, many investors have turned to high yield stocks as an alternative to produce current income. Bridgeway’s research indicates that high yield stocks are somewhat expensive relative to history and the overall stock market and thus represent their own (rather eye popping) risks.

Previously, we discussed the unusual risk of bonds and other fixed income instruments in the current environment. [See letters from March, June, and September 2012.] As many investors see money market rates near zero, or wonder what to do with the proceeds from maturing bonds, they look desperately for some extra yield, even a moderate amount. One place they have turned is high yield dividend paying stocks. While these stocks do provide some potential reduction of inflation risk, benefits from diversification (if owned along with fixed income and other asset classes), and the benefit of current income, Bridgeway’s investment team recently asked the question, “How cheap or expensive are these stocks?”

The graph below provides an eye opening answer: On the basis of one measure of valuation, “price to book value”, they are the most expensive, relative to other stocks, we have seen at any time in our data history going back to 1972. On this measure, the price of these stocks has already been bid up on a relative basis. For the first time in at least four decades, high yield large cap stocks are actually more expensive than the broader market. Buyer beware.

Source: Bridgeway analysis.

3 Semi-Annual Report  |  December 31, 2012 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

What’s an investor to do? We believe that creating, writing down, and implementing a disciplined asset allocation plan is the best answer. Right now that might guard against an overreliance on bonds and also high dividend paying stocks, particularly because they’ve done so well over the last one and two decades.

Performance Versus Morningstar Analyst Picks or Gold Rated Funds

The Short Version: The final tally: Bridgeway 8, Morningstar 3. Overall, calendar year 2012 was a good one for our Select Funds. Four (Aggressive Investors 1, Ultra-Small Company, Large-Cap Growth, and Small-Cap Value) of Bridgeway’s eleven Funds outperformed their respective market benchmarks. Four more performed in line with their design, (see details below on Small-Cap Momentum, Ultra-Small Company Market, Blue Chip 35 Index, and Managed Volatility). Bridgeway outperformed Morningstar’s Analyst picks (Gold rated funds) by a solid margin.

Morningstar, the Chicago-based independent research firm, publishes a list of “analysts picks” or “Gold rated Funds” every year for each asset class, as determined by its analysts. Each year in January when the final tallies are in, we compare the performance of each of our Funds to the average returns of Morningstar’s top picks for the comparable asset class. How did we do in 2012?

In a market year that included a high-correlation spike — unfavorable to some of our growth models and Funds — 2012 was still a decent year in our “contest” with Morningstar’s fund “top picks.”

The table below depicts the results by Morningstar category and relevant Bridgeway Fund.

Bridgeway Funds	Morningstar Analyst “Picks”
Name	2012 Return		Morningstar Category	2012 Return
* Aggressive Investors 1		21.58%	Mid-cap blend	17.92%
* Ultra-Small Company2		24.49%	Small growth	17.21%
* Ultra-Small Company Market		19.83%	Small blend	19.12%
Small-Cap Momentum		14.18%	* Small growth	17.21%
Small-Cap Growth		11.05%	* Small growth	17.21%
* Small-Cap Value		20.99%	Small value	10.93%
* Omni Small-Cap Value1		17.74%	Small value	10.93%
* Omni Tax-Managed Small-Cap Value1		16.62%	Small value	10.93%
* Large-Cap Growth		16.21%	Large-cap growth	15.01%
Blue Chip 35 Index		15.20%	* Large-cap blend	15.81%
* Managed Volatility		6.46%	Long-Short Equity	4.51%
1These funds are offered in a separate prospectus and their semi-annual reports are also in a separate report.
2Ultra-Small Company Fund moved from small growth to small value during the quarter ended June 30, 2012.

An “*” means a “win” for that contest. Past performance is not an indicator of future results. The Bridgeway Funds’ adviser, Bridgeway Capital Management, Inc., does not have any influence on the selection of the funds chosen by Morningstar’s analysts. The number and specific funds used in the comparison are in the control and discretion of Morningstar and their analysts and are subject to change. Morningstar’s criteria for choosing Analyst Picks includes, but is not limited to, factors such as performance, expenses, and quality of fund management. In addition, the comparison of Bridgeway Funds to the Morningstar Analyst Picks is limited to performance only and does not take into consideration other factors that are considered by Morningstar when compiling their list of Analyst Picks.

Each Bridgeway Fund is compared to the average total return of the group of funds selected by Morningstar at the beginning of 2012 for the one-year period ended December 31, 2012. These averages in the table are comprised of between one and fifteen funds from within each category. In an effort to provide a complete and balanced assessment, all of the Bridgeway Funds are used in the comparison table shown above, such that no attempt is made to cull out unfavorable results. The purpose of this comparison is to “raise the bar” on performance comparison, as this analysis uses an arguably higher benchmark by comparing the Bridgeway Funds to other funds chosen by an independent source that specializes in investment research.

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Bridgeway’s 7 to 1 Salary Cap Ratio (by Bridgeway’s President)

The Short Version: At Bridgeway, we have a salary-cap policy that limits total compensation of any Partner (full-time staff member) to seven times that of the total compensation of the lowest paid Partner.

On a recent Sunday, a headline in our local paper caught my attention: “Utilities reduced their workforce but greatly increased CEO pay.” A study of investor-owned utilities conducted by Longnecker & Associates showed CEO salaries growing by over 150% over the last 10 years to an average annual pay in excess of $9 million even while workforce numbers were being reduced. A 2012 Economic Policy Institute analysis of CEO pay across 350 of the largest companies showed the average CEO earned over 220 times more than the typical worker (down from over 400x a few years ago). This large disparity in pay has been confirmed by other studies as well. One problem that has been picked up by the media is that this ratio has risen dramatically over the last few decades. In fact, in 1980 – when the CEO to average worker pay was around 30 to 1 - management guru Peter Drucker proposed capping CEO salary at 20 to 1 in order to help ensure that workers are motivated by a sense of purpose rather than money.

For me, I can’t imagine working at a company with such income disparity when I know it takes everyone for a company to be successful. A 2010 joint study by Northeastern University’s business school and Bentley University was one of the first studies to show a negative correlation between employee productivity and CEO to worker pay ratio. Apparently, other people don’t believe that creates a great work environment either.

One unusual part of Bridgeway’s culture that helps us focus on purpose over money is our salary cap policy. Since the founding of Bridgeway in 1993, we have maintained a commitment that no full-time Partner (that is, any full-time staff member) at Bridgeway can make total compensation greater than seven times the total compensation (salary, bonus, retirement) of the lowest paid Partner. What does this mean? Well, it really means what it says: No one - not even the founder, John Montgomery - can make more than 7x the lowest paid Partner.

Why do we do this? Our intent with this policy is multifold:

1) It serves to create a more equitable and amiable workplace by better recognizing the value that all Partners play in the company’s success.

2) It helps to keep our costs low so that we can have more operational flexibility in challenging economic environments (like most of us have faced in the past few years) to continue to invest in our business and Partners.

3) It allows us to create a work environment that attracts, challenges, excites and fulfills in ways that money cannot buy.

4) It serves to protect us from the greed that too often and too easily creeps into a company’s culture.

In 2010, Bridgeway was named as the #4 best medium/small company to work for by Great Place to Work Institute. We believe our bigger focus on mission, value and purpose is a major part of this, and that the salary cap policy is one way to keep our rudder pointed in the right direction.

Transformative Change

The Short Version: This quarter, we are highlighting two of our Partners and their passion and pursuit of transformative change. Dick Cancelmo and Bill Baumeyer have each written a section about their pursuits.

5 Semi-Annual Report  |  December 31, 2012 (Unaudited)

LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

Dick Cancelmo

Bridgeway has enabled me to transform my work life into my life’s work. I love what I do in leading our trading team and managing the Bridgeway Managed Volatility Fund. I also stay active with a few, select non-profit ventures that I believe are quite impactful.

One commitment is to my alma mater – Washington and Lee University and our Shepherd Poverty Program. The program integrates rigorous academic study and focused direct service to disadvantaged communities and persons, and supplements and enriches the education of undergraduate and law students in all majors and career paths. The intent of this program is to prepare students for lives aimed at diminishing poverty and enhancing human capability through professional and civic efforts. Bridgeway thought so highly of this program that we helped start similar programs at Rice University, Baylor University, and Furman University. In addition, a consortium of schools has been established in an effort to create a national movement to expand poverty studies across the country. We now have 20 colleges and universities as members of The Shepherd Higher Education Consortium on Poverty and I am very excited to serve as a founding board member. The students and graduates of this program continually amaze me with their knowledge, dedication and attitude to live a life with meaning and purpose; it brings me great joy to see their lives unfold.

Here in Houston I have a great relationship with ProVision, a local charter school founded by Roy Young, a former NFL player. ProVision serves young men who are underserved by society and are at risk of dropping out of school and an eventual life of poverty or much worse. The teachers and administration of ProVision are an extremely dedicated and capable group of men and women who are devoting their lives to helping these young men. There are strict rules and lots of tough love and I have seen the results first hand. For the last three years I have hosted a group of 7 young men and 2 teachers at a property my wife Martha and I have in rural South Texas. The group comes down on a Friday afternoon and stays all weekend. The teachers have a set program and there are also lots of activities such as hiking, games, wild life viewing plus lots of laughs and plenty of great food. This last year one of the young men came up with a great variation on the favorite camp fire dessert called Smores, he added an Oreo to the mix and created what we now call Smoreos! These young men have the time of their lives and for one short weekend get away from all of their problems and see a completely different world of nature and beauty. They are incredibly well behaved and gracious and while I know they have a great time, I don’t know if they have a better time than me. If it wasn’t for ProVision where would these young men be?

Bill Baumeyer

Bridgeway has created the opportunity that allows us to participate in the world in a big way. We not only get to assist investors in reaching their financial goals, but we get to impact our communities and the world as well.

I have had the honor of serving on the Bridgeway Foundation board for the past eight years and have had the privilege of being a catalyst for hope and reconciliation throughout the world by working towards the prevention of oppression, genocide, and human rights violations. One of our recent grants went towards creating a network of radio towers in Eastern Congo, CAR, and South Sudan to help prevent killings, child abductions, rape, and disruption of life imposed by the Lord’s Resistance Army (LRA). The towers have been effective in tracking the LRA movements and warning communities in advance, allowing them to prepare and not be as impacted as in the past. You can see the results of this system by visiting http://lracrisistracker.theresolve.org and http://invisiblechildren.com/program/fm-radios. There are numerous other projects in which we have been involved to pursue our mission.

I also serve on the Board of Cherish our Children International (COCI). COCI’s mission is to create and fund programs that provide a brighter future for the world’s most vulnerable children. We currently have programs in Serbia, Africa, Mexico and the United States. This past year I have participated with Team COCI, a group of athletes committed to making a difference for children. We had 70 team members participate in 28 different events. The events ranged from Ironman triathlons and marathons to sprint triathlons and 5k runs. The team has two purposes, to support athletes in reaching their athletic goals and to make a difference in the community. This season, we even had the privilege of participating in various athletic events with the children for our U.S. program in a partnership with No More Victims, Inc. (NMVI).

NMVI supports children that have incarcerated parent(s) or family member(s). Nationally, 7.3 million children have at least one parent in jail or prison. Sadly, 60 to 90 percent of these kids are doomed to follow in the same footsteps as their parents,

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LETTER FROM THE INVESTMENT MANAGEMENT TEAM (continued)

becoming imprisoned at some point in their lives. NMVI has been able to flip this statistic with 95% of the children in the program staying out of jail and graduating from high school. I have been able to work with and hear the everyday obstacles they have to overcome. The NMVI program provides a safe place for these children to share their experiences so they don’t feel alone. It provides a structure that is not present in their current family setting which encourages them to do the right things every day.

We created triathlon relay teams with the children and competed in two different sprint triathlons. This was the first time for the kids to participate in an event like this. They trained, competed, and had a great time. They are already talking about what event they want to do this year. The great thing is that the kids motivate us, the Team COCI members, to train harder and meet our athletic goals. It’s a win/win partnership for us all. If you have been looking for a reason to get off the couch or reach for that new “personal record,” consider joining our team this year. If you are interested in learning more about COCI or Team COCI, please visit www.cherishourchildern.org.

7 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Aggressive Investors 1 Fund MANAGER’S COMMENTARY (Unaudited)

December 31, 2012

Dear Fellow Aggressive Investors 1 Fund Shareholder,

For the quarter ended December 31, 2012, Aggressive Investors 1 Fund returned 2.60%, outperforming our primary market benchmark, the S&P 500 Index (-0.38%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+1.42%), and the Russell 2000 Index (+1.85%). It was a quarter without high correlation spikes, the prevailing historical market environment, and also one generally favorable to our Select funds. We are pleased with the results.

For the six-month “semi-annual” period ending December 31, 2012, our Fund returned 11.92%, easily outpacing our primary market benchmark, the S&P 500 Index (+5.95%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+7.19%), and the Russell 2000 Index (+7.20%). It was a solid six months of low correlation markets, and we performed well on an absolute and relative basis.

For the calendar year, our Fund returned 21.58%, outperforming our primary market benchmark, the S&P 500 Index (+16.00%), our peer benchmark, the Lipper Capital Appreciation Funds Index (+15.87%), and the Russell 2000 Index (+16.35%). In spite of the fact that we did underperform during the unfavorable high correlation quarter ended June 30, 2012 as expected, we are pleased to have made up the difference in the other three calendar quarters. Looking at the last five year period and as indicated on the graph on the following page, we still have ground to make up to return to our all- time high in 2007. This is due to the extraordinary and unprecedented high correlation spikes of 2008, 2010, and 2011, as described in our previous shareholder letters Looking forward, we would expect a return to more favorable periods without high correlation spikes, or lacking that, periods with relatively little negative effect, since our model calibration period includes a number of these spikes.

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

Standardized Returns as of December 31, 2012
								Annualized
	Quarter		6 Months		1 Year			5 Years		10 Years		Since Inception (8/5/94)
Aggressive Investors 1 Fund		2.60%		11.92%		21.58	%		-6.93%		6.45%	12.53%
S&P 500 Index		-0.38%		5.95%		16.00	%		1.66%		7.10%	8.40%
Russell 2000 Index		1.85%		7.20%		16.35	%		3.56%		9.72%	8.46%
Lipper Capital Appreciation Funds Index		1.42%		7.19%		15.87	%		1.14%		7.93%	7.40%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. The Lipper Capital Appreciation Funds Index reflects the record of the 30 largest funds in the category of more aggressive domestic growth mutual funds, as reported by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of December 31, 2012, Aggressive Investors 1 Fund ranked 31st of 279 capital appreciation funds for the twelve months ending December 31, 2012, 215th of 223 over the last five years, 107th of 160 over the

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

last ten years, and 2nd of 51 since inception in August, 1994. These long-term numbers and the graph below give two snapshots of our long-term success. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

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

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

Detailed Explanation of Quarterly Performance

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

Three of our four categories of models (Growth, GARP and Value) outperformed our primary market benchmark by more than one percent each. Approximately ninety percent of our assets are invested in these model categories. The strongest performing individual model was in the mid-cap growth market segment, returning almost eight percent for the quarter. Only our Momentum model category underperformed our market benchmark, as the highest momentum stocks underperformed the most. As a refreshing change from some of the recent high stock correlation years (2008, 2010, 2011, and early 2012), stocks were generally rewarded for surprising Wall Street expectations on the upside — yet another sign we are no longer in a macro driven market.

Company size played a large role in our outperformance for the quarter. Almost sixty percent of Fund assets were in companies with market caps of less than $11 billion. This small-cap bias helped our relative returns. Of the four ultra-large names (Apple, Exxon Mobil, Microsoft and Wal-Mart) that all performed poorly, we only had exposure to Apple, and that exposure was less than a quarter of the S&P 500 Index exposure. Our underweighting in those four companies saved us more than one percent in relative return.

The Fund was overweighted in the Consumer Discretionary and Materials sectors, both of which had positive returns, adding almost one percent of relative returns. Our underweighting in the negatively performing Information Technology and Consumer Staples sectors also helped.

Detailed Explanation of Calendar Year Performance

The Short Version: We were able to overcome our underperformance in the second quarter’s high-correlation spike through strong model performance in the other three quarters.

9 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

The quarter ended June 30, 2012 contained a high-correlation spike, an environment unfavorable to our growth models. Even though we fared better than during previous spikes, we still underperformed the S&P 500 Index by more than two percent, an amount within our design parameters. The other three quarters had historically normal market correlation and as a result, we outperformed for the year by more than five and one-half percent.

We had a small-cap bias compared to the S&P 500 Index throughout the year which proved negative in the second quarter, but was more than made up for in the fourth quarter. Our models performed well, especially in the second half of the year. Our momentum models’ performance was mixed.

Top Ten Holdings as of December 31, 2012

Rank	Description	Industry	% of Net Assets
1	Regeneron Pharmaceuticals, Inc.	Biotechnology		2.4	%
2	Westlake Chemical Corp.	Chemicals		2.3	%
3	Seagate Technology PLC	Computers & Peripherals		2.2	%
4	Discover Financial Services	Consumer Finance		2.1	%
5	Gap, Inc. (The)	Specialty Retail		1.9	%
6	OfficeMax, Inc.	Specialty Retail		1.7	%
7	Lumber Liquidators Holdings, Inc.	Specialty Retail		1.6	%
8	HollyFrontier Corp.	Oil, Gas & Consumable Fuels		1.5	%
9	Delphi Automotive PLC	Auto Components		1.5	%
10	Ryland Group, Inc. (The)	Household Durables		1.5	%
	Total			18.7	%

Industry Sector Representation as of December 31, 2012

	% of Net Assets			% of S&P 500 Index			Difference
Consumer Discretionary		21.3	%		11.4	%		9.9	%
Consumer Staples		6.1	%		10.6	%		-4.5	%
Energy		9.9	%		11.0	%		-1.1	%
Financials		16.0	%		15.6	%		0.4	%
Health Care		13.6	%		12.1	%		1.5	%
Industrials		8.5	%		10.2	%		-1.7	%
Information Technology		15.9	%		19.0	%		-3.1	%
Materials		8.5	%		3.6	%		4.9	%
Telecommunication Services		0.0	%		3.1	%		-3.1	%
Utilities		0.0	%		3.4	%		-3.4	%
Cash & Other Assets		0.2	%		0.0	%		0.2	%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter end, December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

Market volatility can significantly affect short-term performance. The Fund is not an appropriate investment for short-term investors. Investments in the small companies within this multi-cap fund generally carry greater risk than is customarily associated with larger companies. This additional risk is attributable to a number of factors, including the relatively limited financial

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

resources that are typically available to small companies, and the fact that small companies often have comparatively limited product lines. In addition, the stock of small companies tends to be more volatile than the stock of large companies, particularly in the short term and particularly in the early stages of an economic or market downturn. The Fund’s use of options, futures, and leverage can magnify the risk of loss in an unfavorable market, and the Fund’s use of short-sale positions can, in theory, expose shareholders to unlimited loss. Finally, the Fund exposes shareholders to “focus risk,” which may add to Fund volatility through the possibility that a single company could significantly affect total return. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole.

Conclusion

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

Sincerely,

The Investment Management Team

11 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 100.26%
Aerospace & Defense - 2.30%
AAR Corp.		129,800	$	2,424,664
Textron, Inc.		92,100		2,283,159
				4,707,823
Airlines - 1.27%
SkyWest, Inc.		207,700		2,587,942
Auto Components - 1.50%
Delphi Automotive PLC*		80,300		3,071,475
Beverages - 1.56%
Brown-Forman Corp., Class B		32,300		2,042,975
Cott Corp.		142,000		1,140,260
				3,183,235
Biotechnology - 3.59%
Amgen, Inc.		27,100		2,339,272
Regeneron Pharmaceuticals, Inc.*		29,200		4,995,244
				7,334,516
Building Products - 1.78%
Nortek, Inc.*		21,000		1,391,250
USG Corp.*+		80,300		2,254,021
				3,645,271
Chemicals - 5.82%
CF Industries Holdings, Inc.		12,800		2,600,448
PolyOne Corp.		105,400		2,152,268
Sherwin-Williams Co. (The)		16,000		2,461,120
Westlake Chemical Corp.+		59,100		4,686,630
				11,900,466
Commercial Banks - 1.94%
Bank of Montreal+		37,300		2,286,490
KeyCorp		198,600		1,672,212
				3,958,702
Commercial Services & Supplies - 1.75%
Cintas Corp.		51,000		2,085,900
Quad/Graphics, Inc.+		73,700		1,502,743
				3,588,643
Computers & Peripherals - 5.55%
Apple, Inc.		3,600		1,918,908
EMC Corp.*		84,800		2,145,440
Seagate Technology PLC		150,400		4,584,192
Western Digital Corp.		63,500		2,698,115
				11,346,655

Industry Company	Shares		Value
Consumer Finance - 3.15%
Discover Financial Services#		111,400	$	4,294,470
SLM Corp.		125,000		2,141,250
				6,435,720
Diversified Financial Services - 1.08%
Moody’s Corp.		44,000		2,214,080
Electronic Equipment, Instruments & Components - 1.04%
Corning, Inc.		167,900		2,118,898
Energy Equipment & Services - 2.19%
Atwood Oceanics, Inc.*		45,900		2,101,761
Exterran Holdings, Inc.*		108,700		2,382,704
				4,484,465
Food & Staples Retailing - 2.09%
Kroger Co. (The)		80,800		2,102,416
Susser Holdings Corp.*		62,700		2,162,523
				4,264,939
Food Products - 1.03%
HJ Heinz Co.		36,500		2,105,320
Health Care Equipment & Supplies - 2.23%
Integra LifeSciences Holdings Corp.*		55,500		2,162,835
West Pharmaceutical Services, Inc.		43,700		2,392,575
				4,555,410
Health Care Providers & Services - 7.21%
Aetna, Inc.		49,000		2,268,700
AmerisourceBergen Corp.		49,500		2,137,410
Bio-Reference Labs, Inc.*+		39,000		1,118,910
Cigna Corp.		38,100		2,036,826
DaVita HealthCare Partners, Inc.*		20,700		2,287,971
HCA Holdings, Inc.		76,800		2,317,056
McKesson Corp.		26,700		2,588,832
				14,755,705
Hotels, Restaurants & Leisure - 3.10%
Cracker Barrel Old Country Store, Inc.		28,300		1,818,558
Jack in the Box, Inc.*		79,700		2,279,420
Wynn Resorts, Ltd.		20,000		2,249,800
				6,347,778
Household Durables - 4.63%
Meritage Homes Corp.*		62,000		2,315,700
PulteGroup, Inc.*		124,700		2,264,552

www.bridgeway.com 12

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Household Durables (continued)
Ryland Group, Inc. (The)		83,200	$	3,036,800
Toll Brothers, Inc.*		57,200		1,849,276
				9,466,328
Household Products - 1.45%
Central Garden & Pet Co., Class A*		98,200		1,026,190
Church & Dwight Co., Inc.		36,400		1,949,948
				2,976,138
Insurance - 5.84%
Arch Capital Group, Ltd.*		49,900		2,196,598
Axis Capital Holdings, Ltd.		59,200		2,050,688
First American Financial Corp.		99,200		2,389,728
MetLife, Inc.		66,000		2,174,040
Prudential Financial, Inc.		39,400		2,101,202
Stewart Information Services Corp.		39,700		1,032,200
				11,944,456
Internet & Catalog Retail - 0.54%
HSN, Inc.		20,000		1,101,600
Internet Software & Services - 2.15%
Equinix, Inc.*		11,200		2,309,440
Rackspace Hosting, Inc.*		28,100		2,086,987
				4,396,427
IT Services - 2.66%
Accenture PLC, Class A		35,900		2,387,350
International Business Machines Corp.		5,400		1,034,370
Western Union Co. (The)		148,500		2,021,085
				5,442,805
Media - 2.41%
New York Times Co., Class A (The)*		58,900		502,417
Sinclair Broadcast Group, Inc., Class A		164,900		2,081,038
Time Warner Cable, Inc.		24,200		2,351,998
				4,935,453
Office Electronics - 1.07%
Xerox Corp.		320,700		2,187,174

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels - 7.76%
Chevron Corp.		19,700	$	2,130,358
Crosstex Energy, Inc.		81,900		1,174,446
Delek US Holdings, Inc.		94,000		2,380,080
HollyFrontier Corp.		67,600		3,146,780
Marathon Petroleum Corp.		40,000		2,520,000
Suncor Energy, Inc.		62,000		2,044,760
Tesoro Corp.		56,300		2,480,015
				15,876,439
Paper & Forest Products - 2.69%
Louisiana-Pacific Corp.*		137,400		2,654,568
PH Glatfelter Co.		163,400		2,856,232
				5,510,800
Pharmaceuticals - 0.66%
Warner Chilcott PLC, Class A		112,200		1,350,888
Real Estate Investment Trusts (REITs) - 4.03%
American Tower Corp.		28,600		2,209,922
BioMed Realty Trust, Inc.		92,500		1,788,025
Weingarten Realty Investors		76,600		2,050,582
Weyerhaeuser Co.		78,800		2,192,216
				8,240,745
Semiconductors & Semiconductor Equipment - 0.96%
Cirrus Logic, Inc.*		68,000		1,969,960
Software - 2.56%
NetSuite, Inc.*		34,800		2,342,040
Oracle Corp.		86,600		2,885,512
				5,227,552
Specialty Retail - 9.22%
Gap, Inc. (The)		127,000		3,942,080
Home Depot, Inc. (The)		32,900		2,034,865
Limited Brands, Inc.		47,300		2,225,938
Lumber Liquidators Holdings, Inc.*+		61,200		3,233,196
OfficeMax, Inc.		361,900		3,532,144
O’Reilly Automotive, Inc.*		22,500		2,011,950
Pep Boys-Manny, Moe & Jack (The)		192,000		1,887,360
				18,867,533

13 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Bridgeway Aggressive Investors 1 Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company				Shares		Value
Common Stocks (continued)
Trading Companies & Distributors - 1.45%
United Rentals, Inc.*					64,959	$	2,956,933
TOTAL COMMON STOCKS - 100.26%							205,058,274
(Cost $ 184,142,146)
	Rate^			Shares		Value
MONEY MARKET FUND - 0.00%
BlackRock FedFund		0.01	%		895		895
TOTAL MONEY MARKET FUND - 0.00%							895
(Cost $ 895)
TOTAL INVESTMENTS - 100.26%						$	205,059,169
(Cost $ 184,143,041)
Liabilities in Excess of Other Assets - (0.26%)							(527,034	)
NET ASSETS - 100.00%						$	204,532,135

* Non-income producing security.

# Securities, or a portion thereof, segregated to cover the Fund’s potential obligation under swap agreements. The total value of segregated assets is $1,156,500.

^ Rate disclosed as of December 31, 2012.

+ This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $14,052,360 at December 31, 2012.

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs			Total
Common Stocks		$	205,058,274		$	—		$	—		$	205,058,274
Money Market Fund			—			895			—			895
TOTAL		$	205,058,274		$	895		$	—		$	205,059,169

See Notes to Financial Statements.

www.bridgeway.com 14

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

(Unaudited)

December 31, 2012

Dear Fellow Ultra-Small Company Fund Shareholder,

For the quarter ended December 31, 2012, our Fund was up 2.91%, outperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (-1.08%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+0.47%), the Russell Microcap Index (+0.04%) and the Russell 2000 Index (+1.85%), It was a good quarter on a relative basis and we are pleased.

For the six-month “semi-annual” period ending December 31, 2012, our Fund returned 10.11%, outperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+5.28%), our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+5.97%), the Russell Microcap Index (+5.96%) and the Russell 2000 Index (+7.20%), Most of our models performed very well in the second half of 2012 as market correlations returned to a historically normal range.

For the 2012 calendar year, our Fund was up 24.49%, outperforming all of our benchmarks as we did for the quarter and the last six months. It feels good to have a clean sweep for these shorter time periods and since inception. We still have some ground to make up relative to our performance benchmarks in the five and ten year periods, primarily due to the “penny stock” and “junk rally” effects of 2009.

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

Standardized Returns as of December 31, 2012

							Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		Since Inception (8/5/94)
Ultra-Small Company Fund		2.91%		10.11%		24.49%		1.00%		11.52%		14.91%
CRSP Cap-Based Portfolio 10 Index		-1.08%		5.28%		21.47%		5.25%		12.90%		11.83%
Russell Microcap Index		0.04%		5.96%		19.75%		1.46%		8.42%		N/A
Russell 2000 Index		1.85%		7.20%		16.35%		3.56%		9.72%		8.46%
Lipper Micro-Cap Stock Funds Index		0.47%		5.97%		15.69%		1.95%		9.05%		N/A

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

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 1,055 of the smallest publicly traded U.S. stocks (with dividends reinvested), as reported by the Center for Research on Security Prices. The Lipper Micro-Cap Stock Funds Index is an index of small-company funds compiled by Lipper, Inc. The Russell Microcap Index is an unmanaged, market value weighted index that measures performance of 1,000 of the smallest securities in the Russell 2000 Index. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of December 31, 2012, Ultra-Small Company Fund ranked 3rd of 68 micro-cap funds for the twelve months ending December 31, 2012, 35th of 48 over the last five years, 2nd of 34 over the last ten years, and 1st of 8 since inception in August, 1994. These long-term numbers and the graph below give two snapshots of our long-term success. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

15 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Ultra-Small Company Fund vs. CRSP Cap-Based Portfolio 10 Index, Russell Microcap Index**, Russell 2000 Index & Lipper Micro-Cap Stock Funds Index*     from Inception 8/5/94 to 12/31/12

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

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

Detailed Explanation of Quarterly Performance

The Short Version: Our value models were the best-performing models for the quarter.

Our value models shined for the quarter. They represented 29% of our net assets and averaged more than an eight percent return for the three-month period.

Stock picks in the Energy and Industrial sectors produced our best relative returns, adding about two percent of outperformance for the quarter. Being underweighted in the poorly performing Health Care sector aided our relative performance as well. Companies in the Fund that surprised Wall Street to the upside were relatively well rewarded this quarter, a welcome reversal of the trend during some of the macro-driven years from 2008 to 2011.

From a company size standpoint, the table on the next page, which shows data as of December 31, 2012, indicates that the largest (CRSP 1) and the smallest (CRSP 10) stocks were the only stocks that had negative performance for the quarter. This gave us a strong headwind relative to the Russell 2000 Index of small companies, but a relative tailwind relative to our primary market index, which is rebalanced quarterly and comprised only of CRSP 10 ultra-small companies.

www.bridgeway.com 16

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

(Unaudited)

CRSP Decile1	Quarter		6 Months		1 Year			5 Years		10 Years		87 Years
1 (ultra-large)		-1.13%		5.31%		15.95	%		1.30%		6.40%		9.10%
2		1.81%		7.80%		15.97	%		2.68%		10.16%		10.42%
3		3.60%		9.08%		16.73	%		4.04%		10.35%		10.81%
4		3.70%		10.27%		16.29	%		5.64%		11.32%		10.79%
5		3.88%		10.98%		15.82	%		6.69%		12.11%		11.33%
6		3.78%		9.06%		18.13	%		4.65%		10.91%		11.29%
7		1.16%		6.62%		18.05	%		6.26%		11.91%		11.27%
8		2.27%		8.96%		18.30	%		7.13%		12.57%		11.49%
9		1.12%		6.17%		14.57	%		5.42%		10.90%		11.47%
10 (ultra-small)		-1.08%		5.28%		21.47	%		5.25%		12.90%		13.01%

¹ The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of the publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Detailed Explanation of Calender Year Performance

The Short Version: The strong fourth quarter brought our relative returns for the year from negative to positive.

As it did for the quarter, our value tilt added almost two percent to our relative returns for the year. Most of that outperformance occurred during the fourth quarter, when our value models really stood out. Our overweighting combined with solid stock picks in the Consumer Discretionary sector produced more than four percent of outperformance versus the CRSP 10 Index.

Top Ten Holdings as of December 31, 2012

Rank	Description	Industry	% of Net Assets
1	Green Plains Renewable Energy, Inc.	Oil, Gas & Consumable Fuels		2.0%
2	Conn’s, Inc.	Specialty Retail		1.8%
3	Homeowners Choice, Inc.	Insurance		1.5%
4	Barrett Business Services, Inc.	Professional Services		1.4%
5	CalAmp Corp.	Communications Equipment		1.4%
6	Bon-Ton Stores, Inc. (The)	Multiline Retail		1.4%
7	Fairpoint Communications, Inc.	Diversified Telecommunication Services		1.3%
8	Cenveo, Inc.	Commercial Services & Supplies		1.3%
9	James River Coal Co.	Oil, Gas & Consumable Fuels		1.3%
10	Smith & Wesson Holding Corp.	Leisure Equipment & Products		1.2%
	Total			14.6%

17 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Industry Sector Representation as of December 31, 2012

	% of Net Assets		% of CRSP 10 Index		Difference
Consumer Discretionary		21.5%		16.5%		5.0%
Consumer Staples		5.8%		3.1%		2.7%
Energy		5.9%		7.8%		-1.9%
Financials		23.3%		24.6%		-1.3%
Health Care		7.5%		15.0%		-7.5%
Industrials		15.6%		12.3%		3.3%
Information Technology		11.7%		15.5%		-3.8%
Materials		3.9%		2.7%		1.2%
Telecommunication Services		3.4%		1.4%		2.0%
Utilities		0.4%		1.1%		-0.7%
Cash & Other Assets		1.0%		0.0%		1.0%
Total		100.0%		100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

Conclusion

Because of capacity limitations, Ultra-Small Company Fund is open to current investors only through Bridgeway. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

www.bridgeway.com 18

Bridgeway Ultra-Small Company Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.14%
Aerospace & Defense - 1.64%
Astronics Corp., Class B*+		3,047	$	66,120
Ducommun, Inc.*		57,900		936,243
EDAC Technologies Corp.*+		18,600		229,524
LMI Aerospace, Inc.*		24,900		481,566
				1,713,453
Air Freight & Logistics - 1.00%
Park-Ohio Holdings Corp.*		49,000		1,044,190
Airlines - 1.03%
Hawaiian Holdings, Inc.*		19,900		130,743
Republic Airways Holdings, Inc.*		166,300		944,584
				1,075,327
Auto Components - 1.27%
Exide Technologies*		262,100		896,382
Shiloh Industries, Inc.		9,300		95,790
Strattec Security Corp.		2,137		55,156
Tower International, Inc.*		34,600		278,530
				1,325,858
Beverages - 0.18%
Reed’s, Inc.*+		33,500		191,285
Biotechnology - 1.59%
Anacor Pharmaceuticals, Inc.*		47,700		248,040
China Biologic Products, Inc.*+		6,900		112,539
Maxygen, Inc.		120,700		296,922
Oncothyreon, Inc.*		279,300		536,256
Vanda Pharmaceuticals, Inc.*		126,500		468,050
				1,661,807
Building Products - 2.15%
NCI Building Systems, Inc.*		54,600		758,940
Patrick Industries, Inc.*		67,100		1,044,076
PGT, Inc.*		100,000		450,000
				2,253,016
Capital Markets - 3.27%
Calamos Asset
Management, Inc., Class A		80,100		846,657
FBR & Co.*		50,000		193,500
Fidus Investment Corp.		63,600		1,046,220
Gladstone Investment Corp.		30,000		208,800
KCAP Financial, Inc.+		50,000		459,500

Industry Company	Shares		Value
Capital Markets (continued)
New Mountain Finance Corp.		44,800	$	667,520
				3,422,197
Chemicals - 1.44%
American Vanguard Corp.		11,000		341,770
Chase Corp.		9,700		180,420
Gulf Resources, Inc.*+		195,100		226,316
Landec Corp.*		79,800		757,302
				1,505,808
Commercial Banks - 5.73%
Access National Corp.		9,800		127,400
American National Bankshares, Inc.		19,000		383,610
C&F Financial Corp.+		6,700		260,898
Center Bancorp, Inc.		18,300		211,914
Citizens & Northern Corp.		16,400		309,960
Enterprise Bancorp, Inc.+		15,400		254,408
Enterprise Financial Services Corp.		6,600		86,262
Farmers Capital Bank Corp.*		20,000		245,000
Fidelity Southern Corp.*+		28,094		268,298
First M&F Corp.		15,000		104,550
German American Bancorp, Inc.+		18,600		403,992
Heritage Financial Corp.		30,200		443,638
Independent Bank Corp.*+		47,300		165,550
MainSource Financial Group, Inc.		26,600		337,022
Metro Bancorp, Inc.*		38,700		511,614
MetroCorp Bancshares, Inc.*		16,000		175,840
OmniAmerican Bancorp, Inc.*		20,670		478,097
Pacific Mercantile Bancorp*+		25,000		157,250
Park Sterling Corp.*		75,000		392,250
Premier Financial Bancorp, Inc.		10,200		110,466
Renasant Corp.		13,700		262,218
Taylor Capital Group, Inc.*+		17,500		315,875
				6,006,112
Commercial Services & Supplies - 2.42%
Casella Waste Systems, Inc., Class A*		159,000		696,420
Ceco Environmental Corp.		35,700		355,215

19 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Services & Supplies (continued)
Cenveo, Inc.*+		502,800	$	1,357,560
Versar, Inc.*		31,800		122,748
				2,531,943
Communications Equipment - 3.73%
CalAmp Corp.*		176,900		1,471,808
Ituran Location & Control, Ltd.+		14,500		196,765
Mitel Networks Corp.*		34,800		109,272
Sierra Wireless, Inc.*		87,600		695,544
Tessco Technologies, Inc.		49,100		1,087,074
UTStarcom Holdings Corp.*		331,400		344,656
				3,905,119
Computers & Peripherals - 0.31%
Concurrent Computer Corp.		20,700		117,783
Novatel Wireless, Inc.*		153,900		206,226
				324,009
Construction & Engineering - 0.97%
Argan, Inc.		22,800		410,400
Goldfield Corp. (The)*+		273,400		513,992
UniTek Global Services, Inc.*		25,000		90,500
				1,014,892
Consumer Finance - 0.40%
Atlanticus Holdings Corp.*		55,100		184,585
Consumer Portfolio Services, Inc.*		43,600		233,696
				418,281
Containers & Packaging - 0.12%
Myers Industries, Inc.		8,200		124,230
Diversified Consumer Services - 1.15%
Carriage Services, Inc.		36,100		428,507
Corinthian Colleges, Inc.*		316,700		772,748
				1,201,255
Diversified Financial Services - 0.36%
Gain Capital Holdings, Inc.		57,000		233,130
MicroFinancial, Inc.		19,100		139,048
				372,178
Diversified Telecommunication Services - 3.26%
Fairpoint Communications, Inc.*+		175,000		1,389,500
HickoryTech Corp.		24,900		242,277
inContact, Inc.*		147,900		766,122
Neutral Tandem, Inc.		306,300		787,191

Industry Company	Shares		Value
Diversified Telecommunication Services (continued)
Primus Telecommunications Group, Inc.		21,546	$	234,205
				3,419,295
Electrical Equipment - 0.85%
Coleman Cable, Inc.		27,800		257,706
Lihua International, Inc.+		115,800		508,362
Magnetek, Inc.*		11,700		120,510
				886,578
Electronic Equipment, Instruments & Components - 1.81%
Key Tronic Corp.*		88,500		906,240
PAR Technology Corp.*		18,400		90,160
PC Connection, Inc.		48,500		557,750
SMTC Corp.*		84,200		202,922
Viasystems Group, Inc.*		11,200		136,640
				1,893,712
Energy Equipment & Services - 0.89%
Forbes Energy Services, Ltd.*		46,700		118,151
Global Geophysical Services, Inc.*		24,000		92,400
North American Energy Partners, Inc.*		105,100		357,340
PHI, Inc.*		5,400		180,846
Pioneer Energy Services Corp.*		25,800		187,308
				936,045
Food & Staples Retailing - 1.93%
Ingles Markets, Inc., Class A		6,200		107,012
Nash Finch Co.		53,400		1,136,352
Pantry, Inc. (The)*		7,000		84,910
Susser Holdings Corp.*		20,100		693,249
				2,021,523
Food Products - 2.99%
Alico, Inc.		15,400		564,102
Farmer Bros. Co.*		46,600		672,438
Inventure Foods, Inc.*		139,600		906,004
John B. Sanfilippo & Son, Inc.		44,600		810,828
Rocky Mountain Chocolate Factory, Inc.		17,300		182,688
				3,136,060
Health Care Equipment & Supplies - 2.43%
CryoLife, Inc.		105,300		656,019
Delcath Systems, Inc.*		305,000		375,150

www.bridgeway.com 20

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Equipment & Supplies (continued)
Fonar Corp.*		56,500	$	244,645
Kewaunee Scientific Corp.		10,000		121,500
Orthofix International N.V.*		2,700		106,191
PhotoMedex, Inc.*+		72,000		1,044,720
				2,548,225
Health Care Providers & Services - 2.53%
Addus HomeCare Corp.*		23,700		168,744
Alliance HealthCare Services, Inc.*		25,160		160,521
Five Star Quality Care, Inc.*		205,400		1,029,054
Providence Service Corp. (The)*		62,700		1,065,273
Psychemedics Corp.		9,700		104,275
Triple-S Management Corp., Class B*		6,800		125,596
				2,653,463
Hotels, Restaurants & Leisure - 4.21%
Carrols Restaurant Group, Inc.*		188,000		1,124,240
Einstein Noah Restaurant Group, Inc.		14,100		172,161
Frisch’s Restaurants, Inc.		10,700		197,950
Isle of Capri Casinos, Inc.*		94,400		528,640
Kona Grill, Inc.*		48,700		422,229
Monarch Casino & Resort, Inc.*		22,423		244,635
MTR Gaming Group, Inc.*		63,900		266,463
Papa John’s International, Inc.*		3,300		181,302
Ruth’s Hospitality Group, Inc.*		134,100		974,907
Sonic Corp.*		28,500		296,685
				4,409,212
Household Durables - 1.03%
Bassett Furniture Industries, Inc.		46,100		574,867
Flexsteel Industries, Inc.		14,000		300,300
Libbey, Inc.*		10,600		205,110
				1,080,277
Household Products - 0.29%
Oil-Dri Corp. of America		4,600		126,960
Orchids Paper Products Co.		8,800		177,936
				304,896
Insurance - 3.38%
Crawford & Co., Class B		38,800		309,624
Eastern Insurance Holdings, Inc.		18,700		319,396

Industry Company	Shares		Value
Insurance (continued)
Homeowners Choice, Inc.+		78,200	$	1,625,778
Independence Holding Co.		9,200		87,584
Investors Title Co.		4,100		246,000
Maiden Holdings, Ltd.		16,400		150,716
United Fire Group, Inc.		10,700		233,688
Universal Insurance Holdings, Inc.		130,000		569,400
				3,542,186
Internet & Catalog Retail - 0.64%
1-800-Flowers.com, Inc., Class A*		183,500		673,445
Internet Software & Services - 0.70%
BroadVision, Inc.*+		49,049		437,517
Internet Initiative Japan, Inc. - Sponsored ADR+		9,100		104,559
TheStreet, Inc.		113,700		189,879
				731,955
IT Services - 2.04%
Heartland Payment Systems, Inc.		7,500		221,250
Lionbridge Technologies, Inc.*		227,400		914,148
NCI, Inc., Class A*		85,000		398,650
Pfsweb, Inc.*		60,200		170,968
PRGX Global, Inc.*		67,200		433,440
				2,138,456
Leisure Equipment & Products - 2.18%
Arctic Cat, Inc.*		3,900		130,221
LeapFrog Enterprises, Inc.*		29,600		255,448
Nautilus, Inc.*		188,800		662,688
Smith & Wesson Holding Corp.*+		146,800		1,238,992
				2,287,349
Life Sciences Tools & Services - 0.89%
Albany Molecular Research, Inc.*		86,700		457,776
Pacific Biosciences of California, Inc.*		280,000		476,000
				933,776
Machinery - 0.95%
Cleantech Solutions
International, Inc.*+		69,000		272,550
Manitex International, Inc.*		73,300		523,362
Supreme Industries, Inc., Class A*		26,900		91,729

21 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Machinery (continued)
Xerium Technologies, Inc.*		36,500	$	111,325
				998,966
Marine - 0.44%
Eagle Bulk Shipping, Inc.*		83,426		125,139
Global Ship Lease, Inc., Class A*+		51,500		151,410
Ultrapetrol Bahamas, Ltd.*+		110,000		181,500
				458,049
Media - 5.02%
Beasley Broadcasting Group, Inc., Class A+		18,900		92,421
Emmis Communications Corp., Class A*		163,900		322,883
Entercom Communications Corp., Class A*		4,622		32,262
Fisher Communications, Inc.		41,000		1,106,590
Gray Television, Inc.*		193,500		425,700
Lee Enterprises, Inc.*		354,800		404,472
LIN TV Corp., Class A*		137,200		1,033,116
McClatchy Co., Class A (The)*#		204,300		668,061
Saga Communications, Inc., Class A		5,100		237,150
Salem Communications Corp., Class A		78,700		429,702
Sinclair Broadcast Group, Inc., Class A		18,800		237,256
Spanish Broadcasting System, Inc., Class A*		109,500		270,465
				5,260,078
Metals & Mining - 0.79%
Handy & Harman, Ltd.*		55,000		828,850
Multiline Retail - 1.39%
Bon-Ton Stores, Inc. (The)		120,500		1,460,460
Oil, Gas & Consumable Fuels - 4.98%
Adams Resources & Energy, Inc.		12,600		441,882
Alon USA Energy, Inc.		20,000		361,800
BioFuel Energy Corp.*+		49,000		180,320
Crimson Exploration, Inc.*		80,400		220,296
Double Eagle Petroleum Co.*		28,142		110,879
Green Plains Renewable Energy, Inc.*		268,100		2,120,671
James River Coal Co.*+		423,900		1,356,480
Verenium Corp.*+		57,600		124,992
Westmoreland Coal Co.*		32,600		304,484
				5,221,804

Industry Company	Shares		Value
Paper & Forest Products - 0.21%
Neenah Paper, Inc.		7,900	$	224,913
Personal Products - 0.45%
Cyanotech Corp.*		40,100		185,663
Nutraceutical International Corp.		17,200		284,488
				470,151
Pharmaceuticals - 0.54%
Pozen, Inc.*		112,600		564,126
Professional Services - 2.93%
Barrett Business Services, Inc.		39,300		1,496,937
CDI Corp.		11,400		195,282
Franklin Covey Co.*		22,400		288,960
ICF International, Inc.*		8,600		201,584
On Assignment, Inc.*		31,300		634,764
VSE Corp.		10,100		247,551
				3,065,078
Real Estate Investment Trusts (REITs) - 4.71%
Agree Realty Corp.		26,160		700,826
Capital Trust, Inc., Class A		110,300		231,630
Gramercy Capital Corp.*		268,600		789,684
MPG Office Trust, Inc.*+		283,700		873,796
One Liberty Properties, Inc.		41,700		846,093
Retail Opportunity Investments Corp.+		21,700		279,062
Sabra Health Care REIT, Inc.		6,700		145,524
Terreno Realty Corp.		20,700		319,608
Winthrop Realty Trust		67,900		750,295
				4,936,518
Real Estate Management & Development - 0.11%
ZipRealty, Inc.*		40,000		112,000
Road & Rail - 1.48%
Celadon Group, Inc.		15,200		274,664
Covenant Transportation Group, Inc., Class A*		74,700		413,091
Saia, Inc.*		37,300		862,376
				1,550,131
Semiconductors & Semiconductor Equipment - 0.70%
Actions Semiconductor Co., Ltd. - ADR*+		58,000		95,120
Alpha & Omega Semiconductor, Ltd.*		50,000		420,000
Amtech Systems, Inc.*+		31,800		102,396

www.bridgeway.com 22

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Semiconductors & Semiconductor Equipment (continued)
Cascade Microtech, Inc.*		20,000	$	112,000
				729,516
Software - 1.74%
ePlus, Inc.		15,700		649,038
Evolving Systems, Inc.		23,300		138,868
NetSol Technologies, Inc.*+		44,400		264,180
TeleCommunication Systems, Inc., Class A*		314,100		775,827
				1,827,913
Specialty Retail - 3.69%
Citi Trends, Inc.*		36,600		503,616
Conn’s, Inc.*+		62,000		1,902,160
Haverty Furniture Cos., Inc.		17,400		283,794
Pacific Sunwear of California, Inc.*		296,600		471,594
TravelCenters of America LLC*		150,200		705,940
				3,867,104
Textiles, Apparel & Luxury Goods - 0.90%
Culp, Inc.		10,400		156,104
Delta Apparel, Inc.*		14,900		208,302
Movado Group, Inc.		8,300		254,644
R.G. Barry Corp.		23,100		327,327
				946,377
Thrifts & Mortgage Finance - 5.40%
Bank Mutual Corp.		118,800		510,840
BofI Holding, Inc.*		29,300		816,591
First Financial Holdings, Inc.		67,700		885,516
First Pactrust Bancorp, Inc.		24,400		299,388
Heritage Financial Group, Inc.		20,000		275,800
Hingham Institution for Savings		2,500		156,500
IMPAC Mortgage Holdings, Inc.*+		46,000		648,600
Meta Financial Group, Inc.		4,200		95,760
NASB Financial, Inc.*+		5,200		111,124
Peoples Federal Bancshares, Inc.+		17,900		311,281
Provident Financial Holdings, Inc.		24,100		421,750
Pulaski Financial Corp.		16,600		148,570
Security National Financial Corp., Class A*+		47,910		420,650
Simplicity Bancorp, Inc.		30,000		448,500
United Community Financial Corp.*		36,300		104,907
				5,655,777

Industry Company	Shares		Value
Trading Companies & Distributors - 0.67%
BlueLinx Holdings, Inc.*		49,100	$	137,971
DXP Enterprises, Inc.*		11,400		559,398
				697,369
Transportation Infrastructure - 0.86%
Aegean Marine Petroleum
Network, Inc.		171,100		903,408
Water Utilities - 0.37%
Artesian Resources Corp., Class A		17,300		388,039
TOTAL COMMON STOCKS - 99.14%				103,854,040
(Cost $ 89,424,403)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.26%
BlackRock FedFund		0.01	%		269,622		269,622
TOTAL MONEY MARKET FUND - 0.26%							269,622
(Cost $ 269,622)
TOTAL INVESTMENTS - 99.40%						$	104,123,662
(Cost $ 89,694,025)
Other Assets in Excess of Liabilities - 0.60%							625,585
NET ASSETS - 100.00%						$	104,749,247

* Non-income producing security.

# Securities, or a portion thereof, segregated to cover the Fund’s potential obligation under swap agreements. The total value of segregated assets is $668,061.

^ Rate disclosed as of December 31, 2012.

+ This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $14,406,673 at December 31, 2012.

ADR - American Depositary Receipt

LLC - Limited Liability Company

23 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):
			Valuation Inputs
		Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	103,854,040	$	—	$	—	$	103,854,040
Money Market Fund		—		269,622		—		269,622
TOTAL	$	103,854,040	$	269,622	$	—	$	104,123,662
Other Financial Instruments**
Swaps	$	—	$	6,186	$	—	$	6,186
TOTAL	$	—	$	6,186	$	—	$	6,186
** Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as swap contracts, which are valued at the unrealized appreciation/depreciation on the investment.

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
		Investment in Securities (Value)
		Common Stocks			Total
Balance as of 06/30/2012	$	65,173		$	65,173
Purchases		—			—
Sales		—			—
Realized gain/(loss)		—			—
Change in unrealized appreciation/ (depreciation)		—			—
Transfers in		—			—
Transfers out1,2		(65,173	)		(65,173	)
Balance as of 12/31/12	$	—		$	—
Net change in unrealized appreciation (depreciation) from investments held as of 12/31/12	$	—		$	—
1Transfer out represents the value as of the beginning of the reporting period, for any investment security where significant transfers in the pricing level occurred during the period. 2Transfer took place as a result of trading resuming. See Notes to Financial Statements.

www.bridgeway.com 24

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

(Unaudited)

December 31, 2012

Dear Fellow Ultra-Small Company Market Fund Shareholder,

In the December quarter our Fund was down 0.49%, outperforming our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (-1.08%). Since ultra-small stocks as a group “took a breather” in the quarter, we trailed our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+0.47%), the Russell Microcap Index (+0.04%) and the Russell 2000 Index (+1.85%). All three of these indexes had exposure to considerably larger stocks, which performed better as a whole.

For the six-month “semi-annual” period ending December 31, 2012 our Fund returned 5.21%, trailing all of our benchmarks, the CRSP Cap-Based Portfolio 10 Index (+5.28%), the Lipper Micro-Cap Stock Funds Index (+5.97%), the Russell Microcap Index (+5.96%) and the Russell 2000 Index (+7.20%).

For the calendar year, our Fund returned 19.83%, trailing our primary market benchmark, the CRSP Cap-Based Portfolio 10 Index (+21.47%), but outperforming our peer benchmark, the Lipper Micro-Cap Stock Funds Index (+15.69%), the Russell Microcap Index (+19.75%) and the Russell 2000 Index (+16.35%). Ultra-small stocks as a group performed very well in the March quarter, giving our Fund a boost in relative performance for the full calendar year.

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

Standardized Returns as of December 31, 2012

								Annualized
												Since Inception
	Quarter		6 Months		1 Year			5 Years		10 Years		(7/31/97)
Ultra-Small Company Market Fund		-0.49%		5.21%		19.83	%		1.00%		9.53%		9.73%
CRSP Cap-Based Portfolio 10 Index		-1.08%		5.28%		21.47	%		5.25%		12.90%		10.29%
Russell Microcap Index		0.04%		5.96%		19.75	%		1.46%		8.42%		N/A
Russell 2000 Index		1.85%		7.20%		16.35	%		3.56%		9.72%		6.14%
Lipper Micro-Cap Stock Funds Index		0.47%		5.97%		15.69	%		1.95%		9.05%		6.53%

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

The CRSP Cap-Based Portfolio 10 Index is an unmanaged index of 1,055 of the smallest publicly traded U.S. stocks (with dividends reinvested), as reported by the Center for Research on Security Prices. The Lipper Micro-Cap Stock Funds Index is an index of small-company funds compiled by Lipper, Inc. The Russell Microcap Index is an unmanaged, market value weighted index that measures performance of 1,000 of the smallest securities in the Russell 2000 Index. The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of December 31, 2012, Ultra-Small Company Market Fund ranked 17th of 68 micro-cap funds for the twelve months ending December 31, 2012, 35th of 48 over the last five years, 22nd of 34 over the last ten years, and 5th of 19 since inception in July, 1997. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

25 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Ultra-Small Company Market Fund vs. CRSP Cap-Based Portfolio 10 Index, Russell Microcap Index*, Russell 2000 Index & Lipper Micro-Cap Stock Funds Index     from Inception 7/31/97 to 12/31/12

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

Detailed Explanation of Quarterly Performance:

The Short Version: Our exposure to some larger and more liquid (still very small) stocks helped our performance relative to our primary market benchmark. Though more than 80% of our Fund is comprised of ultra-small stocks, we don’t automatically sell them immediately as they appreciate to a higher size range.

The Industrials and Consumer Staples sectors were the best performers for the quarter, while Energy, Health Care and Utilities were the worst performing sectors.

Company size was the main driver of the Fund’s outperformance for the quarter. The table on the next page, which shows data as of December 31, 2012, indicates that CRSP 10 stocks were one of two negative performing deciles for the quarter. Since we are committed to investing in this size of stocks for the long term, size is a major determinant of our performance. The Fund is designed to approximate the returns of the CRSP Cap-Based Portfolio 10 Index by investing in a representative sample of these ultra-small companies. We currently have over 80% of net assets in CRSP 10 stocks and only 18% in CRSP 9 stocks. We do use sidestepping models that help us avoid very negative stocks in order to provide some “cushion” in a down “ultra-small market” such as we had this quarter. This strategy worked for the quarter, as we were able to provide more than half a percent of cushion.

www.bridgeway.com 26

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

(Unaudited)

CRSP Decile1	Quarter		6 Months		1 Year			5 Years		10 Years		87 Years
1 (ultra-large)		-1.13%		5.31%		15.95	%		1.30%		6.40%		9.10%
2		1.81%		7.80%		15.97	%		2.68%		10.16%		10.42%
3		3.60%		9.08%		16.73	%		4.04%		10.35%		10.81%
4		3.70%		10.27%		16.29	%		5.64%		11.32%		10.79%
5		3.88%		10.98%		15.82	%		6.69%		12.11%		11.33%
6		3.78%		9.06%		18.13	%		4.65%		10.91%		11.29%
7		1.16%		6.62%		18.05	%		6.26%		11.91%		11.27%
8		2.27%		8.96%		18.30	%		7.13%		12.57%		11.49%
9		1.12%		6.17%		14.57	%		5.42%		10.90%		11.47%
10 (ultra-small)		-1.08%		5.28%		21.47	%		5.25%		12.90%		13.01%

¹  The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of the publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Detailed Explanation of Calendar Year Performance

The Short Version: Company size was the major determinant of Fund underperformance for the calendar year.

Most of the underperformance for the calendar year came early as CRSP 10 stocks had a very strong run for the year overall. Historically, we have outperformed our primary market benchmark in all down years, but in only half of the up market years. Our strategy of avoiding a relatively small percentage of stocks that can be very damaging in downturns, as well as our strategy of not immediately selling stocks that outgrow the CRSP 10 size limitation hurt our performance this calendar year.

Energy was the only sector in the CRSP 10 universe that had overall negative returns for the calendar year.

Top Ten Holdings as of December 31, 2012

Rank	Description	Industry	% of Net Assets
1	Utah Medical Products, Inc.	Health Care Equipment & Supplies		0.5%
2	Provident Financial Holdings, Inc.	Thrifts & Mortgage Finance		0.5%
3	Lifeway Foods, Inc.	Food Products		0.5%
4	Spartan Motors, Inc.	Auto Components		0.5%
5	Providence Service Corp. (The)	Health Care Providers & Services		0.5%
6	REX American Resources Corp.	Oil, Gas & Consumable Fuels		0.5%
7	Federal Agricultural Mortgage Corp.	Thrifts & Mortgage Finance		0.5%
8	Hurco Cos., Inc.	Machinery		0.4%
9	Barrett Business Services, Inc.	Professional Services		0.4%
10	York Water Co.	Water Utilities		0.4%
	Total			4.7%

27 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Industry Sector Representation as of December 31, 2012

	% of Net Assets			% of CRSP 10 Index			Difference
Consumer Discretionary		16.8	%		16.5	%		0.3	%
Consumer Staples		3.2	%		3.1	%		0.1	%
Energy		7.4	%		7.8	%		-0.4	%
Financials		26.0	%		24.6	%		1.4	%
Health Care		13.1	%		15.0	%		-1.9	%
Industrials		13.2	%		12.3	%		0.9	%
Information Technology		14.7	%		15.5	%		-0.8	%
Materials		2.9	%		2.7	%		0.2	%
Telecommunication Services		1.4	%		1.4	%		0.0	%
Utilities		1.0	%		1.1	%		-0.1	%
Cash & Other Assets		0.3	%		0.0	%		0.3	%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgeway.com 28

Bridgeway Ultra-Small Company Market Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.45%
Aerospace & Defense - 0.98%
Astronics Corp.*		22,700	$	519,376
Astronics Corp., Class B*+		6,015		130,525
Ducommun, Inc.*		25,300		409,101
Innovative Solutions & Support, Inc.		63,454		218,282
KEYW Holding Corp. (The)*+		9,782		124,134
LMI Aerospace, Inc.*		1,400		27,076
Sparton Corp.*		63,300		877,971
Sypris Solutions, Inc.		90,000		356,400
Tel-Instrument Electronics Corp.*+		15,000		53,100
				2,715,965
Air Freight & Logistics - 0.65%
Pacer International, Inc.*		3,000		11,700
Park-Ohio Holdings Corp.*		47,500		1,012,225
XPO Logistics, Inc.*+		44,800		778,624
				1,802,549
Airlines - 0.25%
Republic Airways Holdings, Inc.*		119,691		679,845
Auto Components - 1.23%
China XD Plastics Co., Ltd.*		106,000		407,040
Shiloh Industries, Inc.		39,600		407,880
SORL Auto Parts, Inc.*+		109,900		271,453
Spartan Motors, Inc.		268,087		1,321,669
Stoneridge, Inc.*		75,000		384,000
Strattec Security Corp.		24,100		622,021
UQM Technologies, Inc.*		9,600		7,296
				3,421,359
Automobiles - 0.15%
Kandi Technolgies Group, Inc.*+		103,000		410,970
Beverages - 0.27%
Craft Brew Alliance, Inc.*		92,200		597,456
MGP Ingredients, Inc.		2,600		8,892
Primo Water Corp.*		112,930		134,387
				740,735
Biotechnology - 4.03%
ACADIA Pharmaceuticals, Inc.*+		188,000		874,200
Amicus Therapeutics, Inc.*+		115,991		310,856
Anacor Pharmaceuticals, Inc.*+		85,300		443,560
Astex Pharmaceuticals*		274,600		799,086
BioCryst Pharmaceuticals, Inc.*		160,000		227,200

Industry Company	Shares		Value
Biotechnology (continued)
BioSpecifics Technologies Corp.*+		23,300	$	348,335
Biota Pharmaceuticals, Inc.+		17,899		71,417
BioTime, Inc.*+		123,800		388,732
Codexis, Inc.*+		148,264		327,663
Curis, Inc.*+		120,000		411,600
Cytokinetics, Inc.*		321,800		212,388
Cytori Therapeutics, Inc.*+		86,503		243,939
Durata Therapeutics, Inc.*		47,500		362,900
Geron Corp.*		423,900		597,699
ImmunoCellular Therapeutics, Ltd.*+		105,000		201,600
Maxygen, Inc.		52,850		130,011
Medgenics, Inc.*+		29,400		218,736
Metabolix, Inc.*+		95,000		140,600
Nanosphere, Inc.*		162,300		467,424
Novavax, Inc.*+		161,200		304,668
Osiris Therapeutics, Inc.*+		11,100		99,678
PharmAthene, Inc.*+		178,826		200,285
Progenics Pharmaceuticals, Inc.*		72,400		215,752
Repligen Corp.*		104,500		657,305
Savient Pharmaceuticals, Inc.*+		246,800		259,140
SIGA Technologies, Inc.*+		148,700		389,594
Synthetic Biologics, Inc.*+		40,000		70,400
Targacept, Inc.*		103,900		455,082
Trius Therapeutics, Inc.*+		126,700		605,626
Vanda Pharmaceuticals, Inc.*		174,300		644,910
XOMA Corp.*+		120,000		287,400
Zalicus, Inc.*		326,321		212,109
				11,179,895
Building Products - 0.70%
Alpha PRO Tech, Ltd.*		106,700		153,648
American Woodmark Corp.*		19,500		542,490
Insteel Industries, Inc.		25,700		320,736
NCI Building Systems, Inc.*		51,608		717,351
Patrick Industries, Inc.*		10,239		159,319
PGT, Inc.*		9,500		42,750
				1,936,294
Capital Markets - 3.79%
Arlington Asset Investment Corp., Class A		27,400		569,098
Artio Global Investors, Inc.		141,600		269,040
Calamos Asset Management, Inc., Class A		23,000		243,110
Diamond Hill Investment Group, Inc.		5,600		380,016

29 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Capital Markets (continued)
FBR & Co.*+		172,700	$	668,349
Gladstone Capital Corp.		78,700		642,192
Gladstone Investment Corp.		56,400		392,544
Harris & Harris Group, Inc.*		100,300		330,990
JMP Group, Inc.		51,851		314,736
KCAP Financial, Inc.+		93,900		862,941
Ladenburg Thalmann Financial Services, Inc.*		493,000		690,200
Manning & Napier, Inc.		33,100		417,060
Medallion Financial Corp.		86,711		1,017,987
Medley Capital Corp.		56,800		827,008
NGP Capital Resources Co.		72,500		523,450
Oppenheimer Holdings, Inc., Class A		39,100		675,257
Pzena Investment Management, Inc., Class A		52,800		285,120
Solar Senior Capital, Ltd.		27,200		507,552
SWS Group, Inc.*		86,000		454,940
Westwood Holdings Group, Inc.		11,025		450,922
				10,522,512
Chemicals - 1.26%
American Pacific Corp.*		11,900		183,855
Arabian American Development Co.*+		51,100		424,641
Chase Corp.+		27,800		517,080
Core Molding Technologies, Inc.*		20,600		135,960
GSE Holding, Inc.*		2,300		14,260
Gulf Resources, Inc.*		7,800		9,048
KMG Chemicals, Inc.		60,100		1,055,957
Landec Corp.*		93,064		883,177
Penford Corp.*		35,000		258,300
				3,482,278
Commercial Banks - 11.48%
1st Constitution Bancorp*		11,000		98,010
1st United Bancorp, Inc.		104,600		653,750
Access National Corp.+		33,500		435,500
American National Bankshares, Inc.		30,600		617,814
American River Bankshares*		39,500		279,660
Anchor Bancorp, Inc.*		10,000		129,200
Bank of Commerce Holdings		48,700		224,020
Bank of Kentucky Financial Corp.		10,200		252,246
Bar Harbor Bankshares		12,000		403,800
BCB Bancorp, Inc.+		23,500		219,490

Industry Company	Shares		Value
Commercial Banks (continued)
Berkshire Bancorp, Inc.		35,000	$	287,000
Bridge Bancorp, Inc.		8,100		164,754
Bridge Capital Holdings*+		36,800		572,608
C&F Financial Corp.+		10,800		420,552
Camden National Corp.		11,800		400,846
Capital City Bank Group, Inc.*		50,390		572,934
Center Bancorp, Inc.+		72,217		836,273
Centerstate Banks, Inc.		40,866		348,587
Century Bancorp, Inc., Class A		23,272		766,812
Citizens Holding Co.		20,670		399,345
CNB Financial Corp.		42,200		691,236
CoBiz Financial, Inc.		40,400		301,788
Colony Bankcorp, Inc.*		16,668		60,838
Enterprise Bancorp, Inc.+		102		1,685
Enterprise Financial Services Corp.		29,800		389,486
Evans Bancorp, Inc.+		11,000		170,500
Farmers Capital Bank Corp.*		67,149		822,575
Fidelity Southern Corp.*+		23,029		219,927
Financial Institutions, Inc.		18,700		348,381
First Bancorp		32,000		410,240
First Bancorp, Inc.		33,300		548,451
First Bancshares, Inc.+		4,494		41,570
First Business Financial Services, Inc.		1,200		27,540
First California Financial Group, Inc.*		49,100		379,052
First Connecticut Bancorp, Inc.+		36,400		500,500
First South Bancorp, Inc.*		14,300		68,640
German American Bancorp, Inc.+		24,500		532,140
Guaranty Bancorp*		228,200		444,990
Hampton Roads Bankshares, Inc.*+		50,725		60,363
Heritage Commerce Corp.*+		74,300		518,614
Heritage Financial Corp.		40,560		595,826
Horizon Bancorp+		16,500		324,225
Independent Bank Corp.*+		20,000		70,000
Intervest Bancshares Corp., Class A*		78,212		304,245
Landmark Bancorp, Inc.		6,867		136,653
LNB Bancorp, Inc.		23,700		141,489
Macatawa Bank Corp.*		51,500		148,835
Mercantile Bank Corp.		26,700		440,550
Merchants Bancshares, Inc.		28,700		768,299
Metro Bancorp, Inc.*		40,600		536,732

www.bridgeway.com 30

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
MetroCorp Bancshares, Inc.*		50,057	$	550,127
MidSouth Bancorp, Inc.		35,900		586,965
MidWestOne Financial Group, Inc.		43,300		888,083
National Bankshares, Inc.+		14,300		463,177
New Century Bancorp, Inc.*+		10,076		55,418
NewBridge Bancorp*		43,806		202,822
North Valley Bancorp*		15,900		225,621
Northrim BanCorp, Inc.		34,700		785,955
Ohio Valley Banc Corp.		19,500		366,600
Old Second Bancorp, Inc.*+		15,000		18,300
OmniAmerican Bancorp, Inc.*		26,300		608,319
Pacific Continental Corp.		53,611		521,635
Pacific Mercantile Bancorp*+		49,000		308,210
Pacific Premier Bancorp, Inc.*		23,500		240,640
Park Sterling Corp.*		120,700		631,261
Peapack Gladstone Financial Corp.		39,130		550,950
Penns Woods Bancorp, Inc.+		16,400		613,524
Peoples Bancorp of North Carolina, Inc.		5,801		53,717
Peoples Bancorp, Inc.		28,400		580,212
Preferred Bank*		33,680		478,256
Premier Financial Bancorp, Inc.		29,337		317,720
QCR Holdings, Inc.		13,200		176,616
Republic First Bancorp, Inc.*		83,000		171,810
Salisbury Bancorp, Inc.+		2,366		55,364
Seacoast Banking Corp. of Florida*		212,364		341,906
Shore Bancshares, Inc.		22,600		121,588
Sierra Bancorp		42,900		490,347
Southern National Bancorp of Virginia, Inc.		30,200		241,600
Southwest Bancorp, Inc.*		73,100		818,720
Suffolk Bancorp*		27,000		353,700
Taylor Capital Group, Inc.*+		3,708		66,929
Virginia Commerce Bancorp, Inc.*		42,059		376,428
Washington Banking Co.		74,300		1,011,966
West Bancorporation, Inc.		28,200		303,996
Yadkin Valley Financial Corp.*		64,200		188,748
				31,855,801

Industry Company	Shares		Value
Commercial Services & Supplies - 2.49%
A.T. Cross Co., Class A*		46,000	$	495,880
American Reprographics Co.*		144,600		370,176
AMREP Corp.*+		22,500		338,400
Asset Acceptance Capital Corp.*		100,000		450,000
Asta Funding, Inc.		122,300		1,163,073
Casella Waste Systems, Inc., Class A*		118,100		517,278
Ceco Environmental Corp.		42,600		423,870
Cenveo, Inc.*+		168,503		454,958
Courier Corp.		51,100		562,100
Fuel Tech, Inc.*		65,000		273,000
Intersections, Inc.		108,184		1,025,584
Metalico, Inc.*		184,802		362,212
TRC Cos., Inc.*		65,600		381,792
Versar, Inc.*		22,000		84,920
				6,903,243
Communications Equipment - 2.67%
Aviat Networks, Inc.*		228,000		750,120
Bel Fuse, Inc., Class B		25,100		490,705
CalAmp Corp.*		101,200		841,984
Clearfield, Inc.*		69,916		313,923
Communications Systems, Inc.		28,900		300,560
Emcore Corp.*+		23,052		99,124
Globecomm Systems, Inc.*		67,400		761,620
KVH Industries, Inc.*		60,410		844,532
Meru Networks, Inc.*+		4,950		13,117
Numerex Corp., Class A*+		30,000		394,200
Oclaro, Inc.*		25,200		39,564
PC-Tel, Inc.		87,800		632,160
Symmetricom, Inc.*		56,300		324,851
Telestone Technologies Corp.*+		94,100		123,271
Telular Corp.		57,900		548,313
Tessco Technologies, Inc.		24,500		542,430
Westell Technologies, Inc., Class A*		205,000		379,250
				7,399,724
Computers & Peripherals - 0.78%
Concurrent Computer Corp.		55,600		316,364
Datalink Corp.*		57,700		493,335
Dot Hill Systems Corp.*		269,400		252,562
Hutchinson Technology, Inc.*+		75,000		150,000
Immersion Corp.*		62,900		432,123

31 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Computers & Peripherals (continued)
Novatel Wireless, Inc.*		78,800	$	105,592
Rimage Corp.		5,000		33,400
Transact Technologies, Inc.		25,800		186,276
USA Technologies, Inc.*+		111,400		193,836
				2,163,488
Construction & Engineering - 1.39%
Argan, Inc.		44,700		804,600
Furmanite Corp.*		160,500		861,885
Michael Baker Corp.		24,900		620,757
Northwest Pipe Co.*		19,100		455,726
Orion Marine Group, Inc.*		65,900		481,729
Sterling Construction Co., Inc.*		44,900		446,306
UniTek Global Services, Inc.*		53,200		192,584
				3,863,587
Construction Materials - 0.09%
United States Lime & Minerals, Inc.*		5,300		249,736
Consumer Finance - 0.24%
Atlanticus Holdings Corp.*+		41,347		138,512
First Marblehead Corp. (The)*		375,600		291,804
White River Capital, Inc.		11,662		247,818
				678,134
Containers & Packaging - 0.36%
AEP Industries, Inc.*		16,700		989,141
Distributors - 0.28%
Amcon Distributing Co.+		2,300		147,246
VOXX International Corp.*		94,001		632,627
				779,873
Diversified Consumer Services - 1.10%
Cambium Learning Group, Inc.*		58,715		65,173
Carriage Services, Inc.		85,200		1,011,324
Collectors Universe+		56,360		565,291
Corinthian Colleges, Inc.*		105,000		256,200
Learning Tree International, Inc.*		40,000		218,000
Lincoln Educational Services Corp.		78,400		438,256
Mac-Gray Corp.		35,000		439,250
School Specialty, Inc.*		60,000		57,000
				3,050,494

Industry Company	Shares		Value
Diversified Financial Services - 0.58%
California First National Bancorp		1,800	$	26,910
Gain Capital Holdings, Inc.		94,400		386,096
Marlin Business Services Corp.		29,500		591,770
Resource America, Inc., Class A		91,770		612,106
				1,616,882
Diversified Telecommunication Services - 1.19%
Alaska Communications Systems Group, Inc.+		130,000		252,200
Cbeyond, Inc.*		2,600		23,504
Elephant Talk Communications, Inc.*+		165,400		165,400
Hawaiian Telcom Holdco, Inc.*		24,686		481,377
HickoryTech Corp.		44,995		437,802
IDT Corp., Class B		50,567		482,409
ORBCOMM, Inc.*		171,000		670,320
Otelco, Inc.		65,100		84,630
Primus Telecommunications Group, Inc.+		35,000		380,450
Warwick Valley Telephone Co.+		30,200		312,570
				3,290,662
Electrical Equipment - 0.88%
Coleman Cable, Inc.		78,900		731,403
Enphase Energy, Inc.*		16,823		61,404
LSI Industries, Inc.		70,500		494,205
Magnetek, Inc.*		10,000		103,000
Ocean Power Technologies, Inc.*+		38,000		82,080
PowerSecure International, Inc.*		92,600		723,206
SL Industries, Inc.+		13,200		237,600
				2,432,898
Electronic Equipment, Instruments & Components - 2.61%
Agilysys, Inc.*		62,200		520,614
Document Security Systems, Inc.*+		51,700		112,189
Echelon Corp.*		128,000		313,600
eMagin Corp.+		56,300		200,991
ID Systems, Inc.*		48,000		279,360
Identive Group, Inc.*		236,697		355,045
IEC Electronics Corp.*+		64,500		436,020
Iteris, Inc.*		172,520		293,284
Key Tronic Corp.*		24,200		247,808

www.bridgeway.com 32

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Electronic Equipment, Instruments & Components (continued)
LoJack Corp.*		65,500	$	182,745
Maxwell Technologies, Inc.*+		2,700		22,383
Mesa Laboratories, Inc.		6,200		310,682
Netlist, Inc.*		63,100		46,694
PAR Technology Corp.*		17,800		87,220
PC Connection, Inc.		30,000		345,000
PC Mall, Inc.*		74,200		460,782
Pulse Electronics Corp.*		100,000		31,050
Radisys Corp.*		144,700		431,206
Richardson Electronics, Ltd.		54,211		613,669
SMTC Corp.*+		184,300		444,163
Vishay Precision Group, Inc.*		67,467		891,914
Zygo Corp.*		39,200		615,440
				7,241,859
Energy Equipment & Services - 2.19%
Bolt Technology Corp.		65,663		937,011
Cal Dive International, Inc.*		345,300		597,369
Dawson Geophysical Co.*		30,800		812,504
ENGlobal Corp.*		118,761		62,943
Forbes Energy Services, Ltd.*		104,700		264,891
Global Geophysical Services, Inc.*		197,000		758,450
GreenHunter Energy, Inc.*		74,000		119,880
Mitcham Industries, Inc.*		80,700		1,099,941
Natural Gas Services Group, Inc.*		37,600		617,392
TGC Industries, Inc.		99,750		816,953
				6,087,334
Food & Staples Retailing - 0.35%
Arden Group, Inc., Class A		5,500		494,835
Ingles Markets, Inc., Class A		21,200		365,912
Village Super Market, Inc., Class A		3,580		117,639
				978,386
Food Products - 1.94%
Alico, Inc.		21,700		794,871
American Lorain Corp.*		13,300		16,891
Farmer Bros. Co.*		42,500		613,275
Griffin Land & Nurseries, Inc.		13,300		359,100
Inventure Foods, Inc.*		44,000		285,560
John B. Sanfilippo & Son, Inc.		33,900		616,302
Lifeway Foods, Inc.+		156,302		1,366,079
Limoneira Co.+		20,000		387,800

Industry Company	Shares		Value
Food Products (continued)
Omega Protein Corp.*		69,800	$	427,176
Overhill Farms, Inc.*		116,750		505,528
				5,372,582
Gas Utilities - 0.06%
Gas Natural, Inc.+		16,900		157,677
Health Care Equipment & Supplies - 3.87%
Alphatec Holdings, Inc.*		84,888		140,065
Anika Therapeutics, Inc.*		87,439		869,144
AtriCure, Inc.*		133,200		919,080
Bacterin International Holdings, Inc.*+		25,601		32,001
Cardiovascular Systems, Inc.*+		52,500		658,875
Cerus Corp.*+		193,304		610,841
CryoLife, Inc.		107,270		668,292
Cutera, Inc.*		45,200		406,800
DynaVox, Inc., Class A*		28,330		10,482
Hansen Medical, Inc.*+		195,657		406,967
Kewaunee Scientific Corp.		7,700		93,555
LeMaitre Vascular, Inc.+		50,000		287,000
Medical Action Industries, Inc.*		65,815		177,042
Palomar Medical Technologies, Inc.*		72,400		666,804
Rochester Medical Corp.*		31,700		319,536
Rockwell Medical Technologies, Inc.*+		72,100		580,405
RTI Biologics, Inc.*		125,000		533,750
Solta Medical, Inc.*		166,400		444,288
Theragenics Corp.*		86,675		137,813
TranS1, Inc.*		129,500		321,160
Utah Medical Products, Inc.		40,100		1,445,605
Vascular Solutions, Inc.*		49,300		778,940
Zeltiq Aesthetics, Inc.*+		48,900		226,407
				10,734,852
Health Care Providers & Services - 1.96%
Almost Family, Inc.		24,400		494,344
AMN Healthcare Services, Inc.*		6,300		72,765
CardioNet, Inc.*		137,700		313,956
Chindex International, Inc.*		72,700		763,350
Cross Country Healthcare, Inc.*		71,000		340,800
Five Star Quality Care, Inc.*		125,400		628,254
LCA-Vision, Inc.*		84,000		239,400
PDI, Inc.*		30,000		228,000
Providence Service Corp. (The)*		77,100		1,309,929
RadNet, Inc.*		220,700		558,371

33 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Providers & Services (continued)
Skilled Healthcare Group, Inc., Class A*		78,500	$	500,045
				5,449,214
Hotels, Restaurants & Leisure - 2.86%
Ark Restaurants Corp.		8,100		136,485
Carrols Restaurant Group, Inc.*		43,100		257,738
Dover Downs Gaming & Entertainment, Inc.		152,580		335,676
Einstein Noah Restaurant Group, Inc.		18,581		226,874
Famous Dave’s of America, Inc.*		128,800		1,183,672
Frisch’s Restaurants, Inc.+		16,000		296,000
Full House Resorts, Inc.*		60,700		209,415
Gaming Partners International Corp.+		56,300		391,285
Isle of Capri Casinos, Inc.*		62,500		350,000
Jamba, Inc.*		153,314		343,423
Kona Grill, Inc.*		67,500		585,225
Lakes Entertainment, Inc.*		84,600		253,800
Luby’s, Inc.*		77,100		515,799
Monarch Casino & Resort, Inc.*		42,877		467,788
Morgans Hotel Group Co.*		84,300		467,022
MTR Gaming Group, Inc.*		90,700		378,219
Nathan’s Famous, Inc.*		12,000		404,400
Nevada Gold & Casinos, Inc.*		120,000		92,400
Premier Exhibitions, Inc.*		142,500		386,175
Town Sports International Holdings, Inc.		61,087		650,577
				7,931,973
Household Durables - 2.10%
Bassett Furniture Industries, Inc.		74,200		925,274
Cobra Electronics Corp.*		30,000		112,800
CSS Industries, Inc.		15,700		343,673
Emerson Radio Corp.*		124,800		215,904
Flexsteel Industries, Inc.		22,000		471,900
Furniture Brands International, Inc.*		284,100		301,146
Hooker Furniture Corp.		53,300		774,449
Kid Brands, Inc.*		36,400		56,420
Lifetime Brands, Inc.		65,000		689,650
P & F Industries, Inc., Class A*		10,500		65,100
Sealy Corp.*+		288,500		626,045
Stanley Furniture Co., Inc.*		40,000		180,000
Universal Electronics, Inc.*		35,000		677,250

Industry Company	Shares		Value
Household Durables (continued)
Zagg, Inc.*+		54,300		$  399,648
				5,839,259
Household Products - 0.21%
Oil-Dri Corp. of America		20,800		574,080
Independent Power Producers & Energy Traders - 0.32%
American DG Energy, Inc.*+		109,000		251,790
Genie Energy, Ltd., Class B		48,667		345,536
Synthesis Energy Systems, Inc.*		272,471		291,544
				888,870
Insurance - 1.69%
Atlantic American Corp.		14,056		42,449
Crawford & Co., Class B		84,600		675,108
Eastern Insurance Holdings, Inc.		25,600		437,248
Federated National Holding Co.		23,000		124,660
First Acceptance Corp.*		111,700		139,625
Fortegra Financial Corp.*		50,000		444,500
Hallmark Financial Services, Inc.*		80,400		754,956
Homeowners Choice, Inc.+		12,000		249,480
Independence Holding Co.		69,190		658,689
Investors Title Co.		3,500		210,000
Phoenix Cos., Inc. (The)*+		14,200		351,166
Universal Insurance Holdings, Inc.		136,400		597,432
				4,685,313
Internet & Catalog Retail - 1.22%
1-800-Flowers.com, Inc., Class A*		170,000		623,900
CafePress, Inc.*+		49,800		287,346
dELiA*s, Inc.*		213,100		249,327
Gaiam, Inc., Class A*		45,000		142,200
Overstock.com, Inc.*+		55,000		787,050
PetMed Express, Inc.+		19,647		218,081
US Auto Parts Network, Inc.*		125,900		230,397
ValueVision Media, Inc., Class A*		176,286		317,315
Vitacost.com, Inc.*+		77,000		522,060
				3,377,676
Internet Software & Services - 2.33%
Carbonite, Inc.*+		72,400		669,700
Ipass, Inc.*		171,200		313,296
Keynote Systems, Inc.		44,400		625,596
Limelight Networks, Inc.*		170,736		379,034

www.bridgeway.com 34

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Internet Software & Services (continued)
Marchex, Inc., Class B+		163,600	$	672,396
Spark Networks, Inc.*+		64,800		505,440
Support.com, Inc.*		136,745		571,594
TechTarget, Inc.*		145,900		809,745
TheStreet, Inc.		236,900		395,623
Tucows, Inc.*		150,000		216,000
Unwired Planet, Inc.*		234,600		281,520
XO Group, Inc.*		54,813		509,761
Zix Corp.*		187,582		525,230
				6,474,935
IT Services - 1.63%
Analysts International Corp.*		18,500		58,460
CIBER, Inc.*		185,000		617,900
Computer Task Group, Inc.*		25,000		455,750
Dynamics Research Corp.*		41,558		243,114
Edgewater Technology, Inc.*		39,200		148,960
Hackett Group, Inc. (The)		119,928		513,292
Information Services Group, Inc.*+		96,600		111,090
Innodata, Inc.*		54,500		206,010
Lionbridge Technologies, Inc.*		122,795		493,636
Mattersight Corp.*+		66,503		330,520
ModusLink Global Solutions, Inc.*		115,700		335,530
NCI, Inc., Class A*		2,630		12,335
Official Payments Holdings, Inc.*		44,500		250,980
Online Resources Corp.*		133,028		301,973
PRGX Global, Inc.*		68,500		441,825
				4,521,375
Leisure Equipment & Products - 0.19%
Johnson Outdoors, Inc., Class A*		25,800		513,936
Marine Products Corp.		2,400		13,728
				527,664
Life Sciences Tools & Services - 1.16%
Accelerate Diagnostics, Inc.*		19,800		79,794
Albany Molecular Research, Inc.*		103,100		544,368
BioClinica, Inc.*		80,900		462,748
Enzo Biochem, Inc.*		201,300		543,510
Furiex Pharmaceuticals, Inc.*		21,200		408,312
Harvard Bioscience, Inc.*		167,017		731,534
Pacific Biosciences of California, Inc.*		222,400		378,080
pSivida Corp.*		50,000		60,500
				3,208,846

Industry Company	Shares		Value
Machinery - 3.92%
Accuride Corp.*		264,200	$	848,082
Alamo Group, Inc.		11,060		360,998
Ampco-Pittsburgh Corp.		24,400		487,512
Dynamic Materials Corp.		1,300		18,070
Eastern Co. (The)		1,600		25,312
Energy Recovery, Inc.*+		66,700		226,780
Flow International Corp.*		192,751		674,629
FreightCar America, Inc.		29,675		665,314
Gencor Industries, Inc.*		18,500		139,490
Graham Corp.		60,900		1,187,550
Hardinge, Inc.		33,300		331,002
Hurco Cos., Inc.*		54,331		1,249,613
Key Technology, Inc.*		20,000		208,800
L.S. Starrett Co., Class A (The)		34,200		331,740
Lydall, Inc.*		74,200		1,064,028
Met-Pro Corp.		40,200		389,538
Miller Industries, Inc.		29,400		448,350
NN, Inc.*		86,100		788,676
PMFG, Inc.*+		33,671		306,069
Tecumseh Products Co., Class A*		57,700		266,574
Twin Disc, Inc.+		29,600		515,928
Xerium Technologies, Inc.*		107,050		326,502
				10,860,557
Marine - 0.11%
International Shipholding Corp.		19,203		316,465
Media - 3.17%
AH Belo Corp., Class A		66,700		310,155
Ballantyne Strong, Inc.*		45,500		150,150
Beasley Broadcasting Group, Inc., Class A+		16,000		78,240
Carmike Cinemas, Inc.*		51,800		777,000
Dex One Corp.*+		222,700		351,866
Emmis Communications Corp., Class A*		159,500		314,215
Entercom Communications Corp., Class A*+		80,000		558,400
Entravision Communications Corp., Class A		96,200		159,692
Gray Television, Inc.*		232,200		510,840
Harris Interactive, Inc.*		40,000		48,000
Journal Communications, Inc., Class A*		127,200		688,152
LIN TV Corp., Class A*		47,500		357,675
Martha Stewart Living Omnimedia, Class A*		90,200		220,990
McClatchy Co., Class A (The)*+		211,150		690,461

35 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Media (continued)
Media General, Inc., Class A*+		135,311	$	581,837
Navarre Corp.*		230,600		410,468
Nexstar Broadcasting Group, Inc., Class A*		70,800		749,772
Radio One, Inc., Class D*		100,000		76,000
ReachLocal, Inc.*		34,069		439,831
Rentrak Corp.*		22,800		444,372
Saga Communications, Inc., Class A		15,004		697,686
Salem Communications Corp., Class A		3,500		19,110
SuperMedia, Inc.*+		49,000		167,580
				8,802,492
Metals & Mining - 1.02%
Comstock Mining, Inc.*		15,850		36,138
Friedman Industries, Inc.		68,300		691,196
Golden Minerals Co.*+		106,700		489,753
Great Northern Iron Ore Properties+		7,700		517,440
Olympic Steel, Inc.		26,100		577,854
Synalloy Corp.		19,400		254,528
Universal Stainless & Alloy*		7,428		273,128
				2,840,037
Multiline Retail - 0.47%
ALCO Stores, Inc.*+		7,000		61,460
Bon-Ton Stores, Inc. (The)		45,950		556,914
Tuesday Morning Corp.*		110,500		690,625
				1,308,999
Oil, Gas & Consumable Fuels - 4.64%
Adams Resources & Energy, Inc.		22,300		782,061
Amyris, Inc.*+		160,000		499,200
Callon Petroleum Co.*		182,800		859,160
Ceres, Inc.*		20,000		90,800
Crimson Exploration, Inc.*		161,320		442,017
Double Eagle Petroleum Co.*		79,800		314,412
Emerald Oil, Inc.*		80,157		420,023
Evolution Petroleum Corp.*		36,300		295,119
Green Plains Renewable Energy, Inc.*+		126,800		1,002,988
HKN, Inc.*		1,103		83,277
James River Coal Co.*+		118,500		379,200
L&L Energy, Inc.*		120,100		228,190
Lone Pine Resources, Inc.*		226,300		278,349
Miller Energy Resources, Inc.*+		120,000		475,200

Industry Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Panhandle Oil & Gas, Inc., Class A		23,797	$	671,789
PostRock Energy Corp.*		73,500		108,780
Pyramid Oil Co.*		69,800		272,220
Renewable Energy Group, Inc.*+		20,000		117,200
REX American Resources Corp.*		67,249		1,297,233
Saratoga Resources, Inc.*		160,100		566,754
Synergy Resources Corp.*		160,000		862,400
Uranerz Energy Corp.*+		264,800		368,072
Uranium Energy Corp.*		220,800		565,248
Verenium Corp.*		78,800		170,996
Warren Resources, Inc.*		352,900		991,649
Westmoreland Coal Co.*+		61,375		573,242
Zion Oil & Gas, Inc.*+		81,200		143,724
				12,859,303
Paper & Forest Products - 0.07%
Neenah Paper, Inc.		333		9,481
Orient Paper, Inc.+		97,061		173,739
				183,220
Personal Products - 0.39%
CCA Industries, Inc.		14,100		61,053
Female Health Co. (The)+		43,200		310,176
Natural Alternatives International, Inc.*		17,500		85,925
Nutraceutical International Corp.		37,000		611,980
				1,069,134
Pharmaceuticals - 2.07%
Alimera Sciences, Inc.*		81,600		128,112
Biosante Pharmaceuticals, Inc.*+		70,500		87,420
Cempra, Inc.*		22,749		145,594
Cumberland Pharmaceuticals, Inc.*+		53,600		225,120
Durect Corp.*		218,600		201,112
Horizon Pharma, Inc.*+		218,300		508,639
Lannett Co., Inc.*		83,020		411,779
Novabay Pharmaceuticals, Inc.*+		121,500		138,510
NuPathe, Inc.*+		37,500		126,750
Obagi Medical Products, Inc.*		57,600		782,784
Omeros Corp.*+		77,400		401,706
Pain Therapeutics, Inc.+		125,699		340,644
Pernix Therapeutics Holdings*+		40,000		310,000

www.bridgeway.com 36

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Pharmaceuticals (continued)
Pozen, Inc.*		80,400	$	402,804
Sucampo Pharmaceuticals, Inc., Class A*		104,000		509,600
Transcept Pharmaceuticals, Inc.*+		68,000		302,600
XenoPort, Inc.*		65,100		505,827
Zogenix, Inc.*		161,300		214,529
				5,743,530
Professional Services - 1.49%
Barrett Business Services, Inc.		32,600		1,241,734
CRA International, Inc.*		30,000		593,100
CTPartners Executive Search, Inc.*		27,400		126,040
Dolan Co. (The)*		148,100		576,109
Heidrick & Struggles International, Inc.		50,000		763,000
Hill International, Inc.*		30,971		113,354
Hudson Global, Inc.*		69,204		310,034
RCM Technologies, Inc.		26,200		132,310
VSE Corp.		11,700		286,767
				4,142,448
Real Estate Management & Development - 0.82%
AV Homes, Inc.*		54,600		776,412
Consolidated-Tomoka Land Co.+		16,249		503,882
Stratus Properties, Inc.*		37,150		321,719
Thomas Properties Group, Inc.		123,719		669,320
				2,271,333
Road & Rail - 0.45%
Covenant Transportation Group, Inc., Class A*		30,000		165,900
P.A.M. Transportation Services, Inc.		9,750		99,742
Universal Truckload Services, Inc.		30,700		560,275
USA Truck, Inc.*		54,271		186,150
YRC Worldwide, Inc.*+		36,800		248,400
				1,260,467
Semiconductors & Semiconductor Equipment - 2.59%
Amtech Systems, Inc.*+		57,500		185,150
AXT, Inc.*		124,716		350,452
Cohu, Inc.		50,000		542,000
DSP Group, Inc.*		81,300		468,288
GigOptix, Inc.*		14,000		26,880

Industry Company	Shares		Value
Semiconductors & Semiconductor Equipment (continued)
GSI Technology, Inc.*		161,417	$	1,012,085
Integrated Silicon Solution, Inc.*		77,641		698,769
Mattson Technology, Inc.*		131,300		110,292
MaxLinear, Inc., Class A*		65,100		326,802
Mindspeed Technologies, Inc.*+		16,000		74,880
NeoPhotonics Corp.*		85,000		487,900
PDF Solutions, Inc.*		6,130		84,471
Pericom Semiconductor Corp.*		72,372		581,147
Pixelworks, Inc.*		58,900		131,936
PLX Technology, Inc.*+		78,900		286,407
QuickLogic Corp.*+		134,800		292,516
Rubicon Technology, Inc.*+		67,000		409,370
Sigma Designs, Inc.*		90,000		463,500
Ultra Clean Holdings*		108,600		533,226
Vitesse Semiconductor Corp.*		50,000		111,500
				7,177,571
Software - 2.04%
American Software, Inc., Class A		60,700		471,032
Bsquare Corp.*		9,500		28,025
Callidus Software, Inc.*+		113,100		513,474
Cinedigm Digital Cinema Corp., Class A*		100,000		140,000
Digimarc Corp.		23,100		478,170
ePlus, Inc.		13,451		556,064
FalconStor Software, Inc.*		132,700		309,191
Globalscape, Inc.		66,700		95,381
Glu Mobile, Inc.*#		140,500		321,745
GSE Systems, Inc.*		45,000		97,200
Guidance Software, Inc.*		63,000		747,810
Pervasive Software, Inc.*		43,798		390,240
QAD, Inc., Class A		33,000		475,200
QAD, Inc., Class B		8,250		107,003
Rosetta Stone, Inc.*		41,400		510,876
Smith Micro Software, Inc.*		124,300		187,693
TeleCommunication Systems, Inc., Class A*		91,734		226,583
				5,655,687
Specialty Retail - 2.78%
America’s Car-Mart, Inc.*		12,500		506,500
Big 5 Sporting Goods Corp.		43,400		568,540
Body Central Corp.*		74,600		743,016
Books-A-Million, Inc.*		40,000		106,400

37 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Specialty Retail (continued)
Build-A-Bear Workshop, Inc.*+		59,500	$	227,290
Cache, Inc.*		43,000		104,060
Casual Male Retail Group, Inc.*		169,600		712,320
Citi Trends, Inc.*		37,100		510,496
Kirkland’s, Inc.*		46,551		492,975
MarineMax, Inc.*		76,600		684,804
New York & Co., Inc.*		156,100		594,741
Pacific Sunwear of California, Inc.*		218,749		347,811
TravelCenters of America LLC*		120,200		564,940
West Marine, Inc.*		72,200		776,150
Zale Corp.*		190,200		781,722
				7,721,765
Textiles, Apparel & Luxury Goods - 1.29%
Charles & Colvard, Ltd.*+		120,900		473,928
Cherokee, Inc.		21,200		290,652
Culp, Inc.		51,016		765,750
Delta Apparel, Inc.*		23,000		321,540
DGSE Cos., Inc.*+		28,800		154,944
K-Swiss, Inc., Class A*+		45,000		151,200
Lakeland Industries, Inc.*		10,000		49,700
R.G. Barry Corp.		27,600		391,092
Rocky Brands, Inc.*		52,200		679,644
Unifi, Inc.*		23,689		308,194
				3,586,644
Thrifts & Mortgage Finance - 7.26%
Alliance Bancorp, Inc. of Pennsylvania		22,000		279,400
Bank Mutual Corp.		129,000		554,700
BankFinancial Corp.		76,279		565,990
Camco Financial Corp.*		58,554		119,450
Cape Bancorp, Inc.		42,102		365,866
Chicopee Bancorp, Inc.*		26,500		421,085
ESB Financial Corp.+		54,000		748,980
ESSA Bancorp, Inc.		37,400		407,286
Federal Agricultural Mortgage Corp., Class C		39,200		1,274,000
First Advantage Bancorp		25,000		315,750
First Defiance Financial Corp.		44,900		861,631
First Financial Holdings, Inc.		56,000		732,480
First Financial Northwest, Inc.*		61,600		465,080
First Pactrust Bancorp, Inc.+		36,200		444,174

Industry Company	Shares		Value
Thrifts & Mortgage Finance (continued)
Fox Chase Bancorp, Inc.		57,932	$	964,568
Franklin Financial Corp.		32,800		543,824
Guaranty Federal Bancshares, Inc.*+		20,856		143,698
Hampden Bancorp, Inc.		33,000		495,330
Heritage Financial Group, Inc.		26,900		370,951
Home Bancorp, Inc.*		48,000		876,000
Home Federal Bancorp, Inc.		34,800		432,564
Louisiana Bancorp, Inc.*+		19,000		301,720
Meta Financial Group, Inc.+		12,100		275,880
MutualFirst Financial, Inc.		4,404		51,263
Naugatuck Valley Financial Corp.		28,501		189,532
New Hampshire Thrift Bancshares, Inc.+		18,100		231,680
Ocean Shore Holding Co.		32,100		475,080
OceanFirst Financial Corp.		29,200		401,500
Provident Financial Holdings, Inc.		78,617		1,375,798
Pulaski Financial Corp.+		43,500		389,325
Riverview Bancorp, Inc.*		17,406		29,416
SI Financial Group, Inc.		34,276		394,174
Simplicity Bancorp, Inc.		55,114		823,954
Teche Holding Co.+		14,440		545,543
Territorial Bancorp, Inc.		22,300		509,555
Timberland Bancorp, Inc.*+		24,222		168,101
Tree.com, Inc.		22,100		398,463
United Community Financial Corp.*		130,000		375,700
United Financial Bancorp, Inc.		48,009		754,701
Waterstone Financial, Inc.*+		43,355		338,169
Wayne Savings Bancshares, Inc.+		7,800		72,228
Westfield Financial, Inc.		91,679		662,839
				20,147,428
Trading Companies & Distributors - 0.72%
Aceto Corp.		8,500		85,340
BlueLinx Holdings, Inc.*		115,000		323,150
General Finance Corp.*		60,000		257,400
Houston Wire & Cable Co.		52,900		649,083
Lawson Products, Inc.		32,400		320,760
Willis Lease Finance Corp.*		24,400		349,164
				1,984,897
Water Utilities - 0.62%
Artesian Resources Corp., Class A		10,500		235,515

www.bridgeway.com 38

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company				Shares		Value
Common Stocks (continued)
Water Utilities (continued)
Cadiz, Inc.*+					31,400	$	248,688
York Water Co.					69,850		1,227,264
TOTAL COMMON STOCKS -99.45%							1,711,467
(Cost $227,368,030)							275,861,404
EXCHANGE TRADED FUND - 0.35%
iShares Russell Microcap Index Fund+					18,865		985,696
TOTAL EXCHANGE TRADED FUND - 0.35%							985,696
(Cost $507,389)
	Rate^			Shares		Value
MONEY MARKET FUND - 0.00%
BlackRock FedFund		0.01	%		2,101		2,101
TOTAL MONEY MARKET FUND - 0.00% (Cost $2,101)							2,101
TOTAL INVESTMENTS - 99.80% (Cost $227,877,520)						$	276,849,201
Other Assets in Excess of Liabilities - 0.20%							546,198
NET ASSETS - 100.00%						$	277,395,399

* Non-income producing security.

# Securities, or a portion thereof, segregated to cover the Fund’s potential obligation under swap agreements. The total value of segregated assets is $321,745.

^ Rate disclosed as of December 31, 2012.

+ This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $31,076,493 at December 31, 2012.

LLC- Limited Liability Company

Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):
Valuation Inputs
Investment in Securities (Value)
	Level 1 Quoted Prices			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs		Total
Common Stocks		$	275,861,404		$	—		$ —		$	275,861,404
Exchange-Traded Fund			985,696			—		—			985,696
Money Market Fund			—			2,101		—			2,101
TOTAL		$	276,847,100		$	2,101		$ —		$	276,849,201

39 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

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

	Investment in Securities (Value)
	Common Stocks		Rights			Total
Balance as of 06/30/2012	$	125,971	$	61,843		$	187,814
Purchases		—		—			—
Sales1		—		(132,736	)		(132,736	)
Realized gain/(loss)		—		—			—
Change in unrealized appreciation/ (depreciation)2		—		70,893			70,893
Transfers in		—		—			—
Transfers out3,4		(125,971)		—			(125,971	)
Balance as of 12/31/2012	$	—	$	—		$	—
Net change in unrealized appreciation (depreciation) from investments held as of 12/31/2012	$	—	$	—		$	—
1Sales include expiration of rights.
2Change in unrealized appreciation/(depreciation) for Level 3 securities is included on Statement of Operations in the Change in Unrealized Appreciation (Depreciation) on Investments.
3Transfers out represent the value as of the beginning of the reporting period, for any investment security where significant transfers in the pricing level occurred during the period.
4Transfer took place as a result of trading resuming.
See Notes to Financial Statements.

www.bridgeway.com 40

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

(Unaudited)

December 31, 2012

Dear Fellow Small-Cap Momentum Fund Shareholder,

For the quarter ended December 31, 2012, our Fund returned 0.47%, trailing our primary market benchmark, the Russell 2000 Index (+1.85%). Our risk adjustment strategy hurt our returns for the quarter and we are not pleased with the results.

For the six-month “semi-annual” period, our Fund was up 6.36%, trailing the Russell 2000 Index (+7.20%). While it was a good six months in absolute terms, we are disappointed with our relative returns.

For the calendar year ended December 31, 2012, our Fund appreciated 14.18%, underperforming the Russell 2000 Index (+16.35%).

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

Standardized Returns as of December 31, 2012

								Annualized
	Quarter		6 Months		1 Year			Since Inception (5/28/10)
Small-Cap Momentum Fund		0.47%		6.36%		14.18	%	12.11%
Russell 2000 Index		1.85%		7.20%		16.35	%	11.63%

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

The Russell 2000 Index is an unmanaged, market value weighted index that measures performance of the 2,000 companies that are between the 1,000th and 3,000th largest in the market with dividends reinvested. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of December 31, 2012, Small-Cap Momentum Fund ranked 378th of 705 small-cap core funds for the twelve-month period ended December 31, 2012 and 200th of 634 such funds since inception in May, 2010. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

41 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Small-Cap Momentum Fund vs. Russell 2000 Index from Inception 5/28/10 to 12/31/12

Detailed Explanation of Quarterly Performance

The Short Version: While price momentum had little positive effect in the quarter, the Fund’s risk-adjustment overlay positioned the Fund in lower risk stocks, which did not perform as well in the current environment.

The Fund performed in line with its design objective for the quarter ended December 31, 2012. Our exposure to price momentum had a neutral effect during the somewhat flat quarter. The risk-adjustment overlay led the fund into safer (less volatile) stocks in the volatile periods of the quarter and they underperformed in the market turn around after the presidential election. Higher weighting and strong stock picking in the Financials sector helped our relative return. Poor stock selection in the Health Care and Information Technology sectors hurt the Fund’s relative performance.

Detailed Explanation of Calendar Year Performance

The Short Version: Price momentum was a plus in the 2012 calendar year. However, the lower-risk stocks associated with our risk-adjustment overlay had a negative impact in a year that favored high risk.

The Fund performed in line with its design objective for the calendar year ended December 31, 2012. Our exposure to price momentum helped us during the calendar year. By design, the risk-adjustment overlay, which leads the Fund into less volatile stocks during volatile periods of the market, dampened the volatility and upside returns of the Fund in the fast moving up market of the calendar year. Lower weighting and strong stock picking in the poor-performing Energy sector helped our relative return. Poor stock selection in the Financials and Health Care sectors hurt the Fund’s relative performance for the year.

www.bridgeway.com 42

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

(Unaudited)

Top Ten Holdings as of December 31, 2012

Rank	Description	Industry	% of Net Assets
1	TCF Financial Corp.	Commercial Banks	0.8%
2	Pool Corp.	Distributors	0.8%
3	Investors Bancorp, Inc.	Commercial Banks	0.8%
4	West Pharmaceutical Services, Inc.	Health Care Equipment & Supplies	0.7%
5	MasTec, Inc.	Construction & Engineering	0.7%
6	SS&C Technologies Holdings, Inc.	Software	0.7%
7	Synovus Financial Corp.	Commercial Banks	0.7%
8	Portfolio Recovery Associates, Inc.	Commercial Services & Supplies	0.7%
9	Team Health Holdings, Inc.	Health Care Providers & Services	0.7%
10	Texas Capital Bancshares, Inc.	Commercial Banks	0.7%
	Total		7.3%

Industry Sector Representation as of December 31, 2012

	% of Net Assets	% of Russell 2000 Index	Difference
Consumer Discretionary	17.6%	14.0%	3.6%
Consumer Staples	4.9%	3.5%	1.4%
Energy	3.4%	6.0%	-2.6%
Financials	30.8%	22.9%	7.9%
Health Care	13.3%	12.1%	1.2%
Industrials	12.2%	15.5%	-3.3%
Information Technology	8.3%	16.6%	-8.3%
Materials	5.7%	5.3%	0.4%
Telecommunication Services	1.5%	0.7%	0.8%
Utilities	2.3%	3.4%	-1.1%
Cash & Other Assets	0.0%	0.0%	0.0%
Total	100.0%	100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

43 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgeway.com 44

Bridgeway Small-Cap Momentum Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.31%
Aerospace & Defense - 0.86%
DigitalGlobe, Inc.*+		400	$	9,776
KEYW Holding Corp. (The)*		300		3,807
Sparton Corp.*		100		1,387
Taser International, Inc.*		450		4,023
				18,993
Airlines - 0.55%
Allegiant Travel Co.		165		12,113
Auto Components - 1.40%
Cooper Tire & Rubber Co.		550		13,948
Dorman Products, Inc.		300		10,602
Drew Industries, Inc.		200		6,450
				31,000
Automobiles - 0.19%
Winnebago Industries, Inc.*		250		4,282
Beverages - 0.31%
Cott Corp.		800		6,424
Reed’s, Inc.*+		100		571
				6,995
Biotechnology - 2.02%
Aegerion Pharmaceuticals, Inc.*+		200		5,078
Affymax, Inc.*		300		5,700
Dyax Corp.*		950		3,306
Infinity Pharmaceuticals, Inc.*+		350		12,250
Medgenics, Inc.*		100		744
NewLink Genetics Corp.*		200		2,500
NPS Pharmaceuticals, Inc.*		750		6,825
PDL BioPharma, Inc.+		1,200		8,460
				44,863
Building Products - 2.45%
American Woodmark Corp.*		100		2,782
Apogee Enterprises, Inc.		250		5,993
Builders FirstSource, Inc.*		800		4,464
Nortek, Inc.*		125		8,281
PGT, Inc.*		500		2,250
Quanex Building Products Corp.		300		6,123
Simpson Manufacturing Co., Inc.		400		13,116
Trex Co., Inc.*		150		5,584
Universal Forest Products, Inc.		150		5,706
				54,299

Industry Company	Shares		Value
Capital Markets - 3.92%
Apollo Investment Corp.		1,700	$	14,212
Capital Southwest Corp.		35		3,487
FBR & Co.*		450		1,741
Fidus Investment Corp.		100		1,645
Fifth Street Finance Corp.		750		7,815
Financial Engines, Inc.*+		400		11,100
ICG Group, Inc.*		300		3,429
Main Street Capital Corp.		250		7,628
MCG Capital Corp.		600		2,760
Medley Capital Corp.		250		3,640
New Mountain Finance Corp.		200		2,980
Saratoga Investment Corp.		50		756
THL Credit, Inc.		200		2,958
TICC Capital Corp.		350		3,542
Triangle Capital Corp.+		250		6,372
Walter Investment Management Corp.*		300		12,906
				86,971
Chemicals - 2.08%
American Pacific Corp.*		75		1,159
American Vanguard Corp.		250		7,768
FutureFuel Corp.		350		4,144
Landec Corp.*		250		2,372
PolyOne Corp.		750		15,315
Quaker Chemical Corp.		100		5,386
Stepan Co.		180		9,997
				46,141
Commercial Banks - 10.92%
Access National Corp.		100		1,300
Banco Latinoamericano de
Comercio Exterior SA		300		6,468
Bancorp, Inc. (The)*		300		3,291
BancorpSouth, Inc.		800		11,632
Bank of Kentucky Financial Corp.		50		1,236
Banner Corp.		150		4,610
Bar Harbor Bankshares		50		1,682
Bridge Capital Holdings*		150		2,334
BSB Bancorp, Inc.*		100		1,223
C&F Financial Corp.		25		974
CapitalSource, Inc.		1,800		13,644
Cardinal Financial Corp.		250		4,067
Center Bancorp, Inc.		150		1,737
Community Trust Bancorp, Inc.		150		4,917

45 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Farmers Capital Bank Corp.*		75	$	919
Fidelity Southern Corp.*		100		955
Financial Institutions, Inc.		100		1,863
First Community Bancshares, Inc.		150		2,396
First Merchants Corp.		250		3,710
First of Long Island Corp. (The)		100		2,832
German American Bancorp, Inc.		100		2,172
Hanmi Financial Corp.*		250		3,398
Heartland Financial USA, Inc.		150		3,922
Heritage Commerce Corp.*		200		1,396
Heritage Financial Corp.		150		2,204
Heritage Oaks Bancorp*+		250		1,450
Home BancShares, Inc.		250		8,255
Horizon Bancorp		75		1,474
Investors Bancorp, Inc.		950		16,891
MainSource Financial Group, Inc.		150		1,900
Mercantile Bank Corp.		50		825
MetroCorp Bancshares, Inc.*		150		1,648
Middleburg Financial Corp.		50		883
MidWestOne Financial Group, Inc.		50		1,026
Monarch Financial Holdings, Inc.		75		616
National Bankshares, Inc.		50		1,620
North Valley Bancorp*		50		710
Northrim BanCorp, Inc.		50		1,132
OmniAmerican Bancorp, Inc.*		100		2,313
Pacific Mercantile Bancorp*		150		944
Pacific Premier Bancorp, Inc.*		100		1,024
Peapack Gladstone Financial Corp.		50		704
Peoples Bancorp, Inc.		100		2,043
Preferred Bank*		100		1,420
Premier Financial Bancorp, Inc.		75		812
SCBT Financial Corp.		125		5,022
Sierra Bancorp		100		1,143
Southside Bancshares, Inc.+		150		3,159
Southwest Bancorp, Inc.*		150		1,680
Suffolk Bancorp*		100		1,310
Synovus Financial Corp.		6,600		16,170
Taylor Capital Group, Inc.*+		250		4,512

Industry Company	Shares		Value
Commercial Banks (continued)
TCF Financial Corp.		1,400	$	17,010
Texas Capital Bancshares, Inc.*		350		15,687
TowneBank		250		3,872
UMB Financial Corp.		350		15,344
Univest Corp. of Pennsylvania		150		2,565
Virginia Commerce Bancorp, Inc.*		250		2,238
Washington Trust Bancorp, Inc.		150		3,946
WesBanco, Inc.		200		4,444
Western Alliance Bancorp*		750		7,898
Wilshire Bancorp, Inc.*		650		3,816
				242,388
Commercial Services & Supplies - 4.37%
Asset Acceptance Capital Corp.*		300		1,350
Asta Funding, Inc.		100		951
Ceco Environmental Corp.		150		1,493
Deluxe Corp.		420		13,541
Encore Capital Group, Inc.*		200		6,124
Geo Group, Inc. (The)		500		14,100
Hudson Technologies, Inc.*		250		910
InnerWorkings, Inc.*+		400		5,512
Kimball International, Inc., Class B		300		3,483
Multi-Color Corp.		150		3,598
Portfolio Recovery Associates, Inc.*		150		16,029
Quad/Graphics, Inc.+		400		8,156
Standard Parking Corp.*		200		4,398
Steelcase, Inc., Class A		1,050		13,377
Viad Corp.		150		4,074
				97,096
Communications Equipment - 0.23%
CalAmp Corp.*		200		1,664
Numerex Corp., Class A*		150		1,971
Parkervision, Inc.*		750		1,522
				5,157
Construction & Engineering - 0.73%
MasTec, Inc.*		650		16,204
Construction Materials - 0.77%
Headwaters, Inc.*		550		4,708
Texas Industries, Inc.*+		225		11,477

www.bridgeway.com 46

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Construction Materials (continued)
US Concrete, Inc.*		100	$	905
				17,090
Consumer Finance - 0.04%
Consumer Portfolio Services, Inc.*		150		804
Containers & Packaging - 0.13%
AEP Industries, Inc.*		50		2,962
Distributors - 0.98%
Core-Mark Holding Co., Inc.		100		4,735
Pool Corp.		400		16,928
				21,663
Diversified Consumer Services - 1.29%
Ascent Capital Group, Inc., Class A*		150		9,291
Carriage Services, Inc.		150		1,781
Grand Canyon Education, Inc.*		400		9,388
Stewart Enterprises, Inc., Class A		800		6,112
Universal Technical Institute, Inc.		200		2,008
				28,580
Diversified Financial Services - 1.01%
California First National Bancorp		100		1,495
Marlin Business Services Corp.		100		2,006
NewStar Financial, Inc.*		450		6,304
PHH Corp.*+		500		11,375
Resource America, Inc., Class A		200		1,334
				22,514
Diversified Telecommunication Services - 0.92%
Cincinnati Bell, Inc.*		1,700		9,316
Cogent Communications Group, Inc.		400		9,056
Fairpoint Communications, Inc.*+		250		1,985
				20,357
Electric Utilities - 1.77%
MGE Energy, Inc.		200		10,190
PNM Resources, Inc.		700		14,357
UNS Energy Corp.		350		14,847
				39,394

Industry Company	Shares		Value
Electrical Equipment - 0.79%
AZZ, Inc.		200	$	7,686
Powell Industries, Inc.*		100		4,153
Thermon Group Holdings, Inc.*		250		5,633
				17,472
Electronic Equipment, Instruments & Components - 1.17%
Badger Meter, Inc.		125		5,926
OSI Systems, Inc.*		175		11,207
Rogers Corp.*		150		7,449
Uni-Pixel, Inc.*		100		1,369
				25,951
Energy Equipment & Services - 0.81%
Exterran Holdings, Inc.*		550		12,056
Natural Gas Services
Group, Inc.*		100		1,642
Vantage Drilling Co.*		2,350		4,300
				17,998
Food & Staples Retailing - 0.42%
Pantry, Inc. (The)*		200		2,426
Susser Holdings Corp.*		200		6,898
				9,324
Food Products - 2.40%
Alico, Inc.		50		1,832
B&G Foods, Inc.		450		12,739
Cal-Maine Foods, Inc.		200		8,044
J&J Snack Foods Corp.		150		9,591
Rocky Mountain Chocolate Factory, Inc.		75		792
S&W Seed Co.*		75		579
Smart Balance, Inc.*		500		6,450
Snyders-Lance, Inc.		550		13,260
				53,287
Gas Utilities - 0.15%
Chesapeake Utilities Corp.		75		3,405
Health Care Equipment & Supplies - 5.96%
Analogic Corp.		100		7,430
Cardiovascular Systems, Inc.*+		200		2,510
Conceptus, Inc.*+		250		5,252
Cyberonics, Inc.*		250		13,133
Cynosure, Inc., Class A*		150		3,616
EnteroMedics, Inc.*		350		980
Exactech, Inc.*		100		1,695

47 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Health Care Equipment & Supplies (continued)
HeartWare International, Inc.*+		125	$	10,494
ICU Medical, Inc.*		125		7,616
Insulet Corp.*		400		8,488
Integra LifeSciences Holdings Corp.*		225		8,768
Meridian Bioscience, Inc.		350		7,088
Merit Medical Systems, Inc.*		350		4,865
Neogen Corp.*		200		9,064
Rochester Medical Corp.*		100		1,008
RTI Biologics, Inc.*		500		2,135
Spectranetics Corp.*		300		4,431
SurModics, Inc.*		150		3,354
Symmetry Medical, Inc.*		300		3,156
Utah Medical Products, Inc.		30		1,082
Vascular Solutions, Inc.*		150		2,370
West Pharmaceutical Services, Inc.		300		16,425
Wright Medical Group, Inc.*+		350		7,346
				132,306
Health Care Providers & Services - 4.54%
Acadia Healthcare Co., Inc.*		350		8,166
Air Methods Corp.		300		11,067
AMN Healthcare Services, Inc.*		350		4,043
Bio-Reference Labs, Inc.*		250		7,172
BioScrip, Inc.*		500		5,385
Capital Senior Living Corp.*		250		4,672
Emeritus Corp.*		400		9,888
Hanger, Inc.*		300		8,208
MWI Veterinary Supply, Inc.*		100		11,000
Select Medical Holdings Corp.		1,350		12,730
Team Health Holdings, Inc.*		550		15,824
U.S. Physical Therapy, Inc.		100		2,754
				100,909
Health Care Technology - 0.64%
HealthStream, Inc.*		200		4,862
Medidata Solutions, Inc.*		225		8,818
Streamline Health Solutions, Inc.*		100		569
				14,249
Hotels, Restaurants & Leisure - 5.38%
AFC Enterprises, Inc.*		200		5,226
Bally Technologies, Inc.*		350		15,648
Bob Evans Farms, Inc.		250		10,050
Carrols Restaurant Group, Inc.*		200		1,196

Industry Company	Shares		Value
Hotels, Restaurants & Leisure (continued)
Cheesecake Factory, Inc. (The)		450	$	14,724
Churchill Downs, Inc.		150		9,968
Cracker Barrel Old Country Store, Inc.		200		12,852
Denny’s Corp.*		800		3,904
Kona Grill, Inc.*		75		650
Marriott Vacations Worldwide Corp.*		300		12,501
Multimedia Games Holding Co., Inc.*		250		3,678
Nathan’s Famous, Inc.*		50		1,685
Papa John’s International, Inc.*		200		10,988
Ryman Hospitality Properties		375		14,422
Town Sports International Holdings, Inc.		175		1,864
				119,356
Household Durables - 2.75%
Bassett Furniture Industries, Inc.		100		1,247
Beazer Homes USA, Inc.*+		200		3,378
CSS Industries, Inc.		100		2,189
Flexsteel Industries, Inc.		50		1,073
Libbey, Inc.*		150		2,902
M/I Homes, Inc.*		200		5,300
MDC Holdings, Inc.		400		14,704
Meritage Homes Corp.*		300		11,205
NACCO Industries, Inc., Class A		75		4,552
Ryland Group, Inc. (The)		400		14,600
				61,150
Household Products - 0.26%
WD-40 Co.		125		5,889
Industrial Conglomerates - 0.23%
Standex International Corp.		100		5,129
Insurance - 3.76%
AMERISAFE, Inc.*		150		4,088
Baldwin & Lyons, Inc., Class B		150		3,579
Eastern Insurance Holdings, Inc.		50		854
Global Indemnity PLC*		200		4,426
Greenlight Capital Re, Ltd. Class A*		300		6,924
Hilltop Holdings, Inc.*		450		6,093
Homeowners Choice, Inc.+		100		2,079
Investors Title Co.		25		1,500

www.bridgeway.com 48

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Insurance (continued)
Kansas City Life Insurance Co.		100	$	3,816
Montpelier Re Holdings, Ltd.		450		10,287
Navigators Group, Inc. (The)*		100		5,107
Platinum Underwriters Holdings, Ltd.		275		12,650
State Auto Financial Corp.		350		5,229
Stewart Information Services Corp.		150		3,900
Symetra Financial Corp.		1,000		12,980
				83,512
Internet & Catalog Retail - 0.23%
1-800-Flowers.com, Inc., Class A*		600		2,202
Overstock.com, Inc.*		200		2,862
				5,064
Internet Software & Services - 1.59%
Cornerstone OnDemand, Inc.*		400		11,812
Demand Media, Inc.*+		750		6,967
Market Leader, Inc.*		250		1,638
NIC, Inc.		550		8,987
Spark Networks, Inc.*		150		1,170
SPS Commerce, Inc.*		125		4,659
				35,233
IT Services - 1.35%
Acxiom Corp.*		625		10,912
Computer Task Group, Inc.*		150		2,734
Convergys Corp.		900		14,769
PRGX Global, Inc.*		250		1,613
				30,028
Leisure Equipment & Products - 0.25%
LeapFrog Enterprises, Inc.*		650		5,610
Life Sciences Tools & Services - 0.80%
Fluidigm Corp.*		200		2,862
PAREXEL International Corp.*		500		14,795
				17,657
Machinery - 1.09%
CIRCOR International, Inc.		150		5,938
Douglas Dynamics, Inc.		200		2,878
Energy Recovery, Inc.*		450		1,530
Federal Signal Corp.*		550		4,185

Industry Company	Shares		Value
Machinery (continued)
Lydall, Inc.*		150	$	2,151
Mueller Water Products, Inc., Class A		1,350		7,574
				24,256
Media - 0.40%
E.W. Scripps Co., Class A (The)*		450		4,864
Emmis Communications Corp., Class A*		350		690
ReachLocal, Inc.*		250		3,228
				8,782
Metals & Mining - 1.39%
Gold Resource Corp.		450		6,934
Hecla Mining Co.		2,500		14,575
Kaiser Aluminum Corp.		150		9,254
				30,763
Multiline Retail - 0.10%
Tuesday Morning Corp.*		350		2,188
Oil, Gas & Consumable Fuels - 2.27%
Cloud Peak Energy, Inc.*		500		9,665
Delek US Holdings, Inc.		500		12,660
EPL Oil & Gas, Inc.*		350		7,892
Longwei Petroleum Investment Holding, Ltd.*		750		1,583
Rentech, Inc.		1,850		4,866
SemGroup Corp., Class A*		350		13,678
				50,344
Paper & Forest Products - 0.63%
Clearwater Paper Corp.*		200		7,832
PH Glatfelter Co.		350		6,118
				13,950
Personal Products - 0.86%
Elizabeth Arden, Inc.*		250		11,253
Female Health Co. (The)		200		1,436
Inter Parfums, Inc.		250		4,865
Nutraceutical International Corp.		100		1,654
				19,208
Pharmaceuticals - 0.64%
BioDelivery Sciences International, Inc.*+		300		1,293
Endocyte, Inc.*		300		2,694

49 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Pharmaceuticals (continued)
Nektar Therapeutics*		1,050	$	7,781
Repros Therapeutics, Inc.*+		150		2,362
				14,130
Professional Services - 1.61%
Advisory Board Co. (The)*		300		14,037
Barrett Business Services, Inc.		50		1,904
Exponent, Inc.*		100		5,583
Franklin Covey Co.*		150		1,935
GP Strategies Corp.*		150		3,098
On Assignment, Inc.*		450		9,126
				35,683
Real Estate Investment Trusts (REITs) - 6.64%
Acadia Realty Trust		450		11,286
American Assets Trust, Inc.		500		13,965
American Realty Capital
Properties, Inc.+		100		1,324
CapLease, Inc.		550		3,064
Chatham Lodging Trust		100		1,538
Chesapeake Lodging Trust		350		7,308
DCT Industrial Trust, Inc.		2,250		14,603
Hudson Pacific Properties, Inc.		400		8,424
Medical Properties Trust, Inc.		1,150		13,754
Monmouth Real Estate
Investment Corp., Class A		350		3,626
Parkway Properties, Inc.		350		4,896
Pennsylvania Real Estate
Investment Trust		450		7,938
Potlatch Corp.		350		13,716
Ramco-Gershenson
Properties Trust		400		5,324
Sabra Health Care REIT, Inc.		300		6,516
Saul Centers, Inc.		150		6,419
STAG Industrial, Inc.		350		6,290
Sunstone Hotel Investors, Inc.*		1,150		12,316
Universal Health Realty
Income Trust		100		5,061
				147,368
Real Estate Management & Development - 0.57%
AV Homes, Inc.*		100		1,422
Thomas Properties Group, Inc.		550		2,975
Zillow, Inc., Class A*+		300		8,325
				12,722

Industry Company	Shares		Value
Road & Rail - 0.45%
Celadon Group, Inc.		200	$	3,614
Patriot Transportation
Holding, Inc.*		100		2,843
Saia, Inc.*		150		3,468
				9,925
Semiconductors & Semiconductor Equipment - 0.85%
Exar Corp.*		400		3,560
PDF Solutions, Inc.*		250		3,445
Pericom Semiconductor Corp.*		200		1,606
Veeco Instruments, Inc.*+		350		10,332
				18,943
Software - 2.19%
Ellie Mae, Inc.*		200		5,550
EPIQ Systems, Inc.		300		3,834
Evolving Systems, Inc.		100		596
Manhattan Associates, Inc.*		150		9,051
Pervasive Software, Inc.*		150		1,337
SS&C Technologies
Holdings, Inc.*		700		16,184
Tyler Technologies, Inc.*		250		12,110
				48,662
Specialty Retail - 3.50%
Big 5 Sporting Goods Corp.		200		2,620
Brown Shoe Co., Inc.		350		6,430
Casual Male Retail Group, Inc.*		400		1,680
Cato Corp., Class A (The)		250		6,857
Children’s Place Retail Stores, Inc. (The)*		200		8,858
Conn’s, Inc.*+		300		9,204
Destination Maternity Corp.		100		2,156
Lithia Motors, Inc., Class A		200		7,484
Lumber Liquidators
Holdings, Inc.*+		225		11,887
Stage Stores, Inc.		250		6,195
Vitamin Shoppe, Inc.*		250		14,340
				77,711
Textiles, Apparel & Luxury Goods - 1.18%
Cherokee, Inc.		50		686
Columbia Sportswear Co.+		290		15,474
Crown Crafts, Inc.		100		500
Culp, Inc.		100		1,501
G-III Apparel Group, Ltd.*		150		5,134
Perry Ellis International, Inc.		150		2,985
				26,280

www.bridgeway.com 50

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Thrifts & Mortgage Finance - 2.97%
ASB Bancorp, Inc.*		50	$	766
BankFinancial Corp.		200		1,484
BofI Holding, Inc.*		100		2,787
Federal Agricultural Mortgage Corp., Class C		100		3,250
First Financial Holdings, Inc.		150		1,962
Flagstar Bancorp, Inc.*		450		8,730
Flushing Financial Corp.		250		3,835
Fox Chase Bancorp, Inc.		100		1,665
Franklin Financial Corp.		100		1,658
Hingham Institution for Savings		20		1,252
Home Federal Bancorp, Inc.		100		1,243
IF Bancorp, Inc.*		50		690
Laporte Bancorp, Inc.		75		647
Malvern Bancorp, Inc.*		75		834
Meridian Interstate Bancorp, Inc.*		200		3,356
NASB Financial, Inc.*		50		1,068
Oritani Financial Corp.		400		6,128
Provident Financial Holdings, Inc.		100		1,750
Radian Group, Inc.+		1,100		6,721
Security National Financial Corp., Class A*		150		1,317
Simplicity Bancorp, Inc.		50		748
Tree.com, Inc.		100		1,803
ViewPoint Financial Group, Inc.		350		7,329
Walker & Dunlop, Inc.*		300		4,998
				66,021
Trading Companies & Distributors - 1.04%
Aceto Corp.		200		2,008
Beacon Roofing Supply, Inc.*		400		13,312
DXP Enterprises, Inc.*		100		4,907
SeaCube Container Leasing, Ltd.		150		2,827
				23,054
Water Utilities - 0.37%
American States Water Co.		150		7,197
Artesian Resources Corp., Class A		50		1,121
				8,318
Wireless Telecommunication Services - 0.14%
Shenandoah Telecommunications Co.		200		3,062
TOTAL COMMON STOCKS - 99.31%				2,204,765
(Cost $2,069,575)

Industry Company	Shares	Value
EXCHANGE TRADED FUND - 1.10%
iShares Russell 2000 Index Fund	290	$24,444
TOTAL EXCHANGE TRADED FUND - 1.10%		24,444
(Cost $23,471)
WARRANTS - 0.00%
Magnum Hunter Resources Corp.*D	115	—
TOTAL WARRANTS - 0.00%		—
(Cost $ — )

	Rate^			Shares		Value
MONEY MARKET FUND - 0.24%
BlackRock FedFund		0.01	%		5,323		5,323
TOTAL MONEY MARKET FUND - 0.24%							5,323
(Cost $5,323)
TOTAL INVESTMENTS - 100.65%							$2,234,532
(Cost $2,098,369)
Liabilities in Excess of Other Assets - (0.65%)							(14,365	)
NET ASSETS - 100.00%							$2,220,167

* Non-income producing security.

^ Rate disclosed as of December 31, 2012.

D Security was fair valued under procedures adopted by the Board of Directors (see Note 2).

+ This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $201,502 at December 31, 2012.

PLC - Public Limited Company

Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):

			Valuation Inputs
			Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs	Total
Common Stocks		$2,204,765		$    —	$    —		$2,204,765
Exchange Traded Fund		24,444		—	—		24,444
Warrants		—		—	—		—
Money Market Fund		—		5,323	—		5,323
TOTAL		$2,229,209		$5,323	$    —		$2,234,532

See Notes to Financial Statements.

51 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

December 31, 2012

Dear Fellow Small-Cap Growth Fund Shareholder,

For the quarter ended December 31, 2012, our Fund was down 2.33%, trailing our primary market benchmark, the Russell 2000 Growth Index (+0.45%), and our peer benchmark, the Lipper Small-Cap Growth Funds Index (+0.12%). It was a poor quarter on an absolute and relative basis, and we are not pleased.

For the six-month “semi-annual” period ending December 31, 2012, our Fund was up 4.56%, trailing our primary market benchmark, the Russell 2000 Growth Index (+5.31%), and our peer benchmark, the Lipper Small-Cap Growth Funds Index (+5.51%).

For the calendar year, our Fund was up 11.05%, trailing both of our benchmarks.

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

Standardized Returns as of December 31, 2012

								Annualized
	Quarter		6 Months		1 Year			5 Years		Since Inception (10/31/03)
Small-Cap Growth Fund		-2.33%		4.56%		11.05	%		-4.31%	2.22%
Russell 2000 Growth Index		0.45%		5.31%		14.59	%		3.49%	6.48%
Lipper Small-Cap Growth Funds Index		0.12%		5.51%		14.95	%		2.09%	5.37%

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

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

According to data from Lipper, Inc. as of December 31, 2012, Small-Cap Growth Fund ranked 384th of 526 small-cap growth funds for the twelve-month period ended December 31, 2012, 409th of 412 over the last five years and 282nd of 286 such funds since inception in October, 2003. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

www.bridgeway.com 52

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

(Unaudited)

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

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

Detailed Explanation of Quarterly Performance

The Short Version: Almost all of our models performed poorly for the quarter, led by our growth models. Stock selection in the Consumer Discretionary and Information Technology sectors hurt our returns the most.

All categories of our models underperformed for the quarter ended December 31, 2012. Our growth models comprised 39% of our net assets and those stocks returned an average of -3.75%. Seven of the ten worst contributors came from the Consumer Discretionary and Information Technology sectors, most of which were picked by the growth models, costing us almost three percent in absolute returns.

Detailed Explanation of Calendar Year Performance

The Short Version: Most of our underperformance for the year came in the fourth quarter.

As described above, two and three-fourths percent of our roughly three and one-half percent of underperformance came during the fourth quarter. For the calendar year, four sectors — Health Care, Industrials, Financials and Information Technology — hurt our relative returns to the tune of three and one-half percent.

53 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Top Ten Holdings as of December 31, 2012

Rank	Description	Industry	% of Net Assets
1	DXP Enterprises, Inc.	Trading Companies & Distributors		2.6	%
2	United Rentals, Inc.	Trading Companies & Distributors		2.5	%
3	OSI Systems, Inc.	Electronic Equipment, Instruments & Components		2.4	%
4	Credit Acceptance Corp.	Consumer Finance		2.3	%
5	Computer Task Group, Inc.	IT Services		2.3	%
6	American Vanguard Corp.	Chemicals		2.2	%
7	Trimas Corp.	Machinery		2.2	%
8	Lumber Liquidators Holdings, Inc.	Specialty Retail		2.1	%
9	Smart Balance, Inc.	Food Products		2.0	%
10	Cirrus Logic, Inc.	Semiconductors & Semiconductor Equipment		2.0	%
	Total			22.6	%

Industry Sector Representation as of December 31, 2012

	% of Net Assets			% of Russell 2000 Growth Index			Difference
Consumer Discretionary		23.2	%		16.2	%		7.0	%
Consumer Staples		8.2	%		4.6	%		3.6	%
Energy		3.3	%		5.7	%		-2.4	%
Financials		4.8	%		7.8	%		-3.0	%
Health Care		12.1	%		20.3	%		-8.2	%
Industrials		25.9	%		18.0	%		7.9	%
Information Technology		18.4	%		21.5	%		-3.1	%
Materials		3.6	%		4.8	%		-1.2	%
Telecommunication Services		0.0	%		0.8	%		-0.8	%
Utilities		0.0	%		0.3	%		-0.3	%
Cash & Other Assets		0.5	%		0.0	%		0.5	%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

www.bridgeway.com 54

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

(Unaudited)

Conclusion

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

Sincerely,

The Investment Management Team

55 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Bridgeway Small-Cap Growth Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.86%
Aerospace & Defense - 3.73%
Astronics Corp.*		9,800	$	224,224
Astronics Corp., Class B*		1,470		31,899
GenCorp, Inc.*+		39,200		358,680
Triumph Group, Inc.		6,400		417,920
				1,032,723
Air Freight & Logistics - 3.17%
Echo Global Logistics, Inc.*		19,700		354,009
Park-Ohio Holdings Corp.*		24,600		524,226
				878,235
Airlines - 2.64%
Hawaiian Holdings, Inc.*#		51,000		335,070
US Airways Group, Inc.*		29,200		394,200
				729,270
Building Products - 1.07%
American Woodmark Corp.*		10,600		294,892
Chemicals - 3.29%
American Vanguard Corp.		19,300		599,651
Landec Corp.*		32,600		309,374
				909,025
Commercial Banks - 1.44%
Taylor Capital Group, Inc.*+		22,100		398,905
Commercial Services & Supplies - 2.39%
Ceco Environmental Corp.		36,100		359,195
EnergySolutions, Inc.*		96,600		301,392
				660,587
Computers & Peripherals - 1.48%
Cray, Inc.*		25,700		409,915
Consumer Finance - 2.35%
Credit Acceptance Corp.*		6,400		650,752
Containers & Packaging - 1.13%
AEP Industries, Inc.*		5,300		313,919
Diversified Consumer Services - 1.38%
Grand Canyon Education, Inc.*		16,300		382,561
Electronic Equipment, Instruments & Components - 4.64%
Insight Enterprises, Inc.*		23,600		409,932
OSI Systems, Inc.*		10,600		678,824

Industry Company	Shares		Value
Electronic Equipment, Instruments & Components (continued)
Viasystems Group, Inc.*		15,900	$	193,980
				1,282,736
Energy Equipment & Services - 1.58%
Global Geophysical Services, Inc.*		41,900		161,315
Pioneer Energy Services Corp.*		38,100		276,606
				437,921
Food & Staples Retailing - 1.16%
Susser Holdings Corp.*		9,300		320,757
Food Products - 3.95%
Hain Celestial Group, Inc. (The)*		10,000		542,200
Smart Balance, Inc.*		42,700		550,830
				1,093,030
Health Care Equipment & Supplies - 2.82%
Integra LifeSciences Holdings Corp.*		8,900		346,833
Orthofix International N.V.*		11,000		432,630
				779,463
Health Care Providers & Services - 7.72%
AMN Healthcare Services, Inc.*		32,700		377,685
Bio-Reference Labs, Inc.*+		15,500		444,695
Ensign Group, Inc. (The)		14,300		388,817
HealthSouth Corp.*		13,900		293,429
MWI Veterinary Supply, Inc.*		2,800		308,000
Team Health Holdings, Inc.*		11,300		325,101
				2,137,727
Hotels, Restaurants & Leisure - 5.00%
Cheesecake Factory, Inc. (The)		12,600		412,272
Cracker Barrel Old Country Store, Inc.		5,100		327,726
Krispy Kreme Doughnuts, Inc.*		31,700		297,346
Papa John’s International, Inc.*		6,300		346,122
				1,383,466

www.bridgeway.com 56

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Industrial Conglomerates - 1.59%
Standex International Corp.		8,600	$	441,094
Insurance - 1.07%
First American Financial Corp.		12,300		296,307
Internet & Catalog Retail - 1.01%
Overstock.com, Inc.*+		19,600		280,476
Internet Software & Services - 1.45%
j2 Global, Inc.		13,100		400,598
IT Services - 7.55%
CACI International, Inc., Class A*		7,700		423,731
Computer Task Group, Inc.*		34,600		630,758
Hackett Group, Inc. (The)		66,100		282,908
Heartland Payment Systems, Inc.		16,100		474,950
PRGX Global, Inc.*		43,000		277,350
				2,089,697
Leisure Equipment & Products - 5.33%
Arctic Cat, Inc.*		7,300		243,747
LeapFrog Enterprises, Inc.*		38,200		329,666
Smith & Wesson Holding Corp.*+		49,100		414,404
Sturm Ruger & Co., Inc.+		10,700		485,780
				1,473,597
Life Sciences Tools & Services - 1.60%
Cambrex Corp.*		39,000		443,820
Machinery - 2.16%
Trimas Corp.*		21,400		598,344
Media - 1.24%
Sinclair Broadcast Group, Inc., Class A		27,100		342,002
Oil, Gas & Consumable Fuels - 1.73%
Adams Resources & Energy, Inc.		9,800		343,686
Westmoreland Coal Co.*		14,400		134,496
				478,182
Paper & Forest Products - 1.32%
Neenah Paper, Inc.		12,800		364,416
Personal Products - 0.98%
USANA Health Sciences, Inc.*+		8,200		270,026
Professional Services - 3.12%
GP Strategies Corp.*		20,800		429,520

Industry Company	Shares		Value
Professional Services (continued)
On Assignment, Inc.*		21,400	$	433,992
				863,512
Semiconductors & Semiconductor Equipment - 1.99%
Cirrus Logic, Inc.*		19,000		550,430
Software - 1.33%
ePlus, Inc.		8,900		367,926
Specialty Retail - 8.22%
Cabela’s, Inc.*		6,700		279,725
Genesco, Inc.*		6,200		341,000
Lumber Liquidators Holdings, Inc.*		11,000		581,130
Pier 1 Imports, Inc.		19,200		384,000
Sally Beauty Holdings, Inc.*		12,100		285,197
Select Comfort Corp.*		11,400		298,338
Zumiez, Inc.*+		5,500		106,755
				2,276,145
Textiles, Apparel & Luxury Goods - 1.06%
Movado Group, Inc.		9,600		294,528
Trading Companies & Distributors - 6.17%
DXP Enterprises, Inc.*		14,900		731,143
H&E Equipment Services, Inc.		18,300		275,781
United Rentals, Inc.*		15,400		701,008
				1,707,932
TOTAL COMMON STOCKS - 99.86%				27,634,916
(Cost $ 24,747,382)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.28%
BlackRock FedFund		0.01	%		77,543		77,543
TOTAL MONEY MARKET FUND - 0.28%							77,543
(Cost $ 77,543)
TOTAL INVESTMENTS - 100.14%						$	27,712,459
(Cost $ 24,824,925)
Liabilities in Excess of Other Assets - (0.14%)							(37,846	)
NET ASSETS - 100.00%						$	27,674,613

* Non-income producing security.

# Securities, or a portion thereof, segregated to cover the Fund’s potential obligation under swap agreements. The total value of segregated assets is $335,070.

^ Rate disclosed as of December 31, 2012.

+ This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $2,737,291 at December 31, 2012.

57 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks		$27,634,916		$        —		$    —		$27,634,916
Money Market Fund		—		77,543		—		77,543
TOTAL		$27,634,916		$77,543		$    —		$27,712,459
Other Financial Instruments**
Swaps		$              —		$     794		$    —		$            794
TOTAL		$              —		$     794		$    —		$            794
** Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as swap contracts, which are valued at the unrealized appreciation/depreciation on the investment.
See Notes to Financial Statements.

www.bridgeway.com 58

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

(Unaudited)

December 31, 2012

Dear Fellow Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2012, our Fund was up 2.66%, trailing our primary market benchmark, the Russell 2000 Value Index (+3.22%), and our peer benchmark, the Lipper Small-Cap Value Funds Index (+4.01%). It was a poor quarter on a relative basis, and we are not pleased.

For the six-month “semi-annual” period ending December 31, 2012, our Fund returned 11.11%, beating our primary market benchmark, the Russell 2000 Value Index (+9.07%), and our peer benchmark, the Lipper Small-Cap Value Funds Index (+8.93%). The third quarter returns more than made up for our poor performing fourth quarter.

For the calendar year, our Fund appreciated 20.99%, beating the Russell 2000 Value Index (+18.05%), and the Lipper Small-Cap Value Funds Index (+15.56%). It was a good year for the Fund, but we are still making up ground in the longer five-year and inception-to-date periods for particularly poor performance in 2008.

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

Standardized Returns as of December 31, 2012

								Annualized
	Quarter		6 Months		1 Year			5 Years			Since Inception (10/31/03)
Small-Cap Value Fund		2.66%		11.11%		20.99	%		-0.30	%	5.97%
Russell 2000 Value Index		3.22%		9.07%		18.05	%		3.55	%	6.79%
Lipper Small-Cap Value Funds Index		4.01%		8.93%		15.56	%		4.33	%	7.48%

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

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

According to data from Lipper, Inc. as of December 31, 2012, Small-Cap Value Fund ranked 32nd of 293 small-cap value funds for the twelve-month period ended December 31, 2012, 200th of 202 over the last five years and 106th of 122 such funds since inception in October, 2003. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

59 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

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

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

Detailed Explanation of Quarterly Performance

The Short Version: December was a bad month for most of our models in relative performance.

While our diversifying models that look at company financial health fared very well for the quarter, our value and our other diversifying models performed poorly. The sectors that were affected most by model stock selection were Materials, Information Technology and Financials. Our best stock picks came in the Consumer Discretionary sector.

Detailed Explanation of Calendar Year Performance

The Short Version: Consumer Discretionary stocks provided most of our outperformance for the calendar year, while the Financials and Industrials were a drag on our relative returns.

Stock selection in the Consumer Discretionary and Materials sectors provided over three and three-fourths percent of relative outperformance for the calendar year. Six of the Fund’s ten best contributing stocks came from those two sectors; they provided almost six and one-half percent of absolute returns. The six worst contributing stocks came from the Financials and Industrials sectors, costing the Fund two percent of absolute returns. Our diversifying models performed particularly well for the overall calendar year.

www.bridgeway.com 60

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

(Unaudited)

Top Ten Holdings as of December 31, 2012

Rank	Description	Industry	% of Net Assets
1	PH Glatfelter Co.	Paper & Forest Products	1.9%
2	First Industrial Realty Trust, Inc.	Real Estate Investment Trusts (REITs)	1.6%
3	Insight Enterprises, Inc.	Electronic Equipment, Instruments & Components	1.5%
4	Retail Opportunity Investments Corp.	Real Estate Investment Trusts (REITs)	1.5%
5	American Vanguard Corp.	Chemicals	1.5%
6	Sinclair Broadcast Group, Inc.	Media	1.4%
7	M/I Homes, Inc.	Household Durables	1.4%
8	NACCO Industries, Inc.	Household Durables	1.3%
9	Conn’s, Inc.	Specialty Retail	1.3%
10	BioMed Realty Trust, Inc.	Real Estate Investment Trusts (REITs)	1.3%
	Total		14.7%

Industry Sector Representation as of December 31, 2012

	% of Net Assets			% of Russell 2000 Value Index			Difference
Consumer Discretionary		17.6	%		11.9	%		5.7	%
Consumer Staples		4.4	%		2.5	%		1.9	%
Energy		7.6	%		6.4	%		1.2	%
Financials		33.6	%		37.0	%		-3.4	%
Health Care		5.9	%		4.4	%		1.5	%
Industrials		15.5	%		13.1	%		2.4	%
Information Technology		5.5	%		12.1	%		-6.6	%
Materials		5.7	%		5.8	%		-0.1	%
Telecommunication Services		0.8	%		0.6	%		0.2	%
Utilities		3.4	%		6.2	%		-2.8	%
Cash & Other Assets		0.0	%		0.0	%		0.0	%
Total		100.0	%		100.0	%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

61 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgeway.com 62

Bridgeway Small-Cap Value Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 100.92%
Aerospace & Defense - 2.94%
Cubic Corp.		14,500	$	695,565
GenCorp, Inc.*+		85,900		785,985
Triumph Group, Inc.		12,500		816,250
				2,297,800
Airlines - 2.57%
Hawaiian Holdings, Inc.*		122,000		801,540
Republic Airways Holdings, Inc.*		93,200		529,376
US Airways Group, Inc.*		50,200		677,700
				2,008,616
Auto Components - 0.52%
Standard Motor Products, Inc.		18,200		404,404
Biotechnology - 1.00%
Maxygen, Inc.		45,600		112,176
PDL BioPharma, Inc.+		94,400		665,520
				777,696
Building Products - 1.92%
American Woodmark Corp.*		28,900		803,998
NCI Building Systems, Inc.*		50,000		695,000
				1,498,998
Capital Markets - 2.81%
Arlington Asset Investment Corp., Class A		32,700		679,179
Calamos Asset Management, Inc., Class A		34,100		360,437
Fidus Investment Corp.		17,900		294,455
Fifth Street Finance Corp.		82,700		861,734
				2,195,805
Chemicals - 2.32%
American Vanguard Corp.		37,100		1,152,697
Landec Corp.*		69,400		658,606
				1,811,303
Commercial Banks - 5.67%
Bancorp, Inc. (The)*		47,200		517,784
City Holding Co.+		16,900		588,965
Community Bank System, Inc.		30,500		834,480
FNB Corp.		33,300		353,646
Heritage Financial Corp.		13,900		204,191
Merchants Bancshares, Inc.		11,500		307,855
OmniAmerican Bancorp, Inc.*		9,500		219,735

Industry Company	Shares		Value
Commercial Banks (continued)
Renasant Corp.		20,300	$	388,542
Taylor Capital Group, Inc.*+		30,000		541,500
Wintrust Financial Corp.		12,800		469,760
				4,426,458
Commercial Services & Supplies - 1.59%
Cenveo, Inc.*+		163,400		441,180
EnergySolutions, Inc.*		257,700		804,024
				1,245,204
Communications Equipment - 0.42%
Symmetricom, Inc.*		57,200		330,044
Containers & Packaging - 0.83%
Myers Industries, Inc.		43,000		651,450
Diversified Financial Services - 0.64%
Interactive Brokers Group, Inc., Class A		36,400		497,952
Diversified Telecommunication Services - 0.84%
Vonage Holdings Corp.*		277,700		658,149
Electric Utilities - 3.78%
El Paso Electric Co.		31,500		1,005,165
MGE Energy, Inc.		14,900		759,155
Otter Tail Corp.		33,100		827,500
Unitil Corp.		13,900		360,288
				2,952,108
Electronic Equipment, Instruments & Components - 1.50%
Insight Enterprises, Inc.*		67,400		1,170,738
Energy Equipment & Services - 2.91%
Bristow Group, Inc.		15,700		842,462
Helix Energy Solutions Group, Inc.*		42,900		885,456
Pioneer Energy Services Corp.*		75,100		545,226
				2,273,144
Food & Staples Retailing - 2.63%
Nash Finch Co.		23,100		491,568
Pantry, Inc. (The)*		31,900		386,947
Susser Holdings Corp.*		16,300		562,187
Weis Markets, Inc.		15,600		611,052
				2,051,754
Food Products - 1.83%
Cal-Maine Foods, Inc.		16,200		651,564

63 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Food Products (continued)
Smart Balance, Inc.*		60,500	$	780,450
				1,432,014
Gas Utilities - 0.85%
Laclede Group, Inc. (The)		17,100		660,231
Health Care Providers & Services - 4.04%
AMN Healthcare Services, Inc.*		79,500		918,225
Kindred Healthcare, Inc.*		67,100		726,022
Select Medical Holdings Corp.		47,700		449,811
Skilled Healthcare Group, Inc., Class A*		90,300		575,211
Triple-S Management Corp., Class B*		26,100		482,067
				3,151,336
Hotels, Restaurants & Leisure - 0.71%
Town Sports International Holdings, Inc.		51,900		552,735
Household Durables - 5.81%
Hovnanian Enterprises, Inc., Class A*+		134,900		944,300
M/I Homes, Inc.*		40,800		1,081,200
Meritage Homes Corp.*		18,800		702,180
NACCO Industries, Inc., Class A		17,500		1,062,075
Ryland Group, Inc. (The)		20,400		744,600
				4,534,355
Industrial Conglomerates - 0.77%
Standex International Corp.		11,800		605,222
Insurance - 9.41%
Argo Group International Holdings, Ltd.		23,200		779,288
First American Financial Corp.		32,500		782,925
Homeowners Choice, Inc.+		32,500		675,675
Platinum Underwriters Holdings, Ltd.		17,200		791,200
Primerica, Inc.		30,100		903,301
ProAssurance Corp.		15,200		641,288
RLI Corp.		10,300		665,998
Stewart Information Services Corp.		18,500		481,000
Symetra Financial Corp.		61,800		802,164
United Fire Group, Inc.		20,200		441,168
Universal Insurance Holdings, Inc.		87,491		383,210
				7,347,217

Industry Company	Shares		Value
Internet Software & Services - 1.05%
j2 Global, Inc.		26,800	$	819,544
IT Services - 1.76%
CACI International, Inc., Class A*		15,800		869,474
Unisys Corp.*		29,000		501,700
				1,371,174
Leisure Equipment & Products - 0.55%
Arctic Cat, Inc.*		12,800		427,392
Life Sciences Tools & Services - 0.91%
Cambrex Corp.*		62,600		712,388
Media - 2.50%
LIN TV Corp., Class A*		112,300		845,619
Sinclair Broadcast Group, Inc., Class A#		87,600		1,105,512
				1,951,131
Multiline Retail - 1.03%
Dillard’s, Inc., Class A		9,600		804,192
Oil, Gas & Consumable Fuels - 2.71%
Cloud Peak Energy, Inc.*		45,100		871,783
Swift Energy Co.*		13,500		207,765
Western Refining, Inc.		27,000		761,130
Westmoreland Coal Co.*		29,300		273,662
				2,114,340
Paper & Forest Products - 2.60%
Neenah Paper, Inc.		18,800		535,236
PH Glatfelter Co.		85,600		1,496,288
				2,031,524
Professional Services - 0.36%
CBIZ, Inc.*		47,900		283,089
Real Estate Investment Trusts (REITs) - 11.93%
Agree Realty Corp.		21,400		573,306
ARMOUR Residential REIT, Inc.		59,300		383,671
BioMed Realty Trust, Inc.		53,900		1,041,887
Education Realty Trust, Inc.		59,000		627,760
First Industrial Realty Trust, Inc.*		89,100		1,254,528
Gramercy Capital Corp.*		225,300		662,382
iStar Financial, Inc.*+		81,300		662,595
MPG Office Trust, Inc.*		172,700		531,916
National Retail Properties, Inc.		25,600		798,720
One Liberty Properties, Inc.		11,800		239,422

www.bridgeway.com 64

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Real Estate Investment Trusts (REITs) (continued)
Retail Opportunity Investments Corp.+		91,000	$	1,170,260
Sabra Health Care REIT, Inc.		27,400		595,128
Weingarten Realty Investors		28,840		772,047
				9,313,622
Road & Rail - 3.08%
Amerco, Inc.		7,200		913,032
Heartland Express, Inc.		48,900		639,123
Saia, Inc.*		36,900		853,128
				2,405,283
Semiconductors & Semiconductor Equipment - 0.78%
Amkor Technology, Inc.*+		143,000		607,750
Specialty Retail - 8.00%
Brown Shoe Co., Inc.		51,500		946,055
Cabela’s, Inc.*		19,600		818,300
Conn’s, Inc.*+		34,200		1,049,256
Genesco, Inc.*		14,700		808,500
Men’s Wearhouse, Inc. (The)		24,700		769,652
OfficeMax, Inc.		104,800		1,022,848
Penske Automotive Group, Inc.		27,500		827,475
				6,242,086
Thrifts & Mortgage Finance - 3.44%
Brookline Bancorp, Inc.		81,000		688,500
Franklin Financial Corp.		12,800		212,224
Northwest Bancshares, Inc.		74,600		905,644
Oritani Financial Corp.		30,900		473,388
Rockville Financial, Inc.		31,500		406,350
				2,686,106
Trading Companies & Distributors - 1.06%
United Rentals, Inc.*		18,100		823,912
Water Utilities - 0.85%
American States Water Co.		13,800		662,124
TOTAL COMMON STOCKS - 100.92%				78,790,390
(Cost $70,288,051)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.01%
BlackRock FedFund		0.01	%		6,537		$6,537
TOTAL MONEY MARKET FUND - 0.01%							6,537
(Cost $6,537)
Total Investments - 100.93%							$78,796,927
(Cost $70,294,588)
Liabilities in Excess of Other Assets - (0.93%)							(726,388	)
NET ASSETS - 100.00%							$78,070,539

* Non-income producing security.

# Securities, or a portion thereof, segregated to cover the Fund’s potential obligation under swap agreements. The total value of segregated assets is $378,600.

^ Rate disclosed as of December 31, 2012.

+ This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $7,322,072 at December 31, 2012.

Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs			Total
Common Stocks		$	78,790,390		$	—		$	—		$	78,790,390
Money Market Fund			—			6,537			—			6,537
TOTAL		$	78,790,390		$	6,537		$	—		$	78,796,927

See Notes to Financial Statements

65 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

December 31, 2012

Dear Fellow Large-Cap Growth Fund Shareholder,

For the quarter ended December 31, 2012, our Fund returned 0.95%, beating our primary market benchmark, the Russell 1000 Growth Index (-1.32%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (-0.79%).

For the six-month “semi-annual” period ending December 31, 2012, our Fund was up 6.71%, outperforming our primary market benchmark, the Russell 1000 Growth Index (+4.71%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+5.62%).

For the calendar year, our Fund was up 16.21%, beating our primary market benchmark, the Russell 1000 Growth Index (+15.26%), and our peer benchmark, the Lipper Large-Cap Growth Funds Index (+15.92%). It was a good year for the Fund on an absolute and relative basis, but we are still making up ground in the longer five year and inception-to-date periods for particularly poor performance in 2008.

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

Standardized Returns as of December 31, 2012
						Annualized
	Quarter		6 Months	1 Year		5 Years		Since Inception (10/31/03)
Large-Cap Growth Fund		0.95%	6.71%		16.21%		-0.50%	4.30%
Russell 1000 Growth Index		-1.32%	4.71%		15.26%		3.12%	5.71%
Lipper Large-Cap Growth Funds Index		-0.79%	5.62%		15.92%		1.01%	4.67%

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

The Russell 1000 Growth Index is an unmanaged index that consists of stocks in the Russell 1000 Index with higher price-to-book ratios and higher forecasted growth values with dividends reinvested. The Lipper Large-Cap Growth Funds Index is an index of large-company, growth-oriented funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of December 31, 2012, Large-Cap Growth Fund ranked 213th of 531 large-cap growth funds for the twelve-month period ended December 31, 2012, 267th of 387 over the last five years and 215th of 268 such funds since inception in October, 2003. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

www.bridgeway.com 66

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

(Unaudited)

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

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

Detailed Explanation of Quarterly Performance

The Short Version: Less exposure to mega-cap stocks worked in our favor for the quarter.

The non market-cap weighting design of the Fund, which gives it less exposure to the largest stocks that were the poorest performers, helped our relative returns by one and three-fourths percent. Our growth and value models, which made up 64% of assets in the Fund, had positive returns for the quarter, going against the grain of our market benchmark. We were underweighted in the Information Technology sector and, combined with solid stock selection in that sector, added almost one and one-half percent to our relative returns versus the Russell 1000 Growth Index. Our best returns came from the Energy sector, which made up less than four and one-half percent of the Fund, but still added one-half percent to the relative returns.

Detailed Explanation of Calender Year Performance

The Short Version: The fourth quarter provided all of our outperformance for the calendar year.

The strong performance in the fourth quarter brought us from negative to positive in relative returns for the calendar year. More exposure to mid-cap stocks and less exposure to mega-cap stocks helped somewhat, as mid-caps performed slightly better as a whole. Information Technology and Consumer Discretionary stocks added the most to our returns (eight percent) for the calendar year. Industrial stocks were our worst performers and cost us one and one-fourth percent in relative returns.

67 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Top Ten Holdings as of December 31, 2012

Rank Description			Industry	% of Net Assets
	1	Apple, Inc.	Computers & Peripherals	3.3%
	2	Regeneron Pharmaceuticals, Inc.	Biotechnology	2.6%
	3	International Business Machines Corp.	IT Services	2.3%
	4	tw telecom, inc.	Diversified Telecommunication Services	2.2%
	5	Mastercard, Inc.	IT Services	2.1%
	6	Amgen, Inc.	Biotechnology	2.0%
	7	Sherwin-Williams Co. (The)	Chemicals	2.0%
	8	Western Digital Corp.	Computers & Peripherals	1.8%
	9	Alliance Data Systems Corp.	IT Services	1.7%
	10	Accenture PLC	IT Services	1.7%
		Total		21.7%

Industry Sector Representation as of December 31, 2012
	% of Net Assets	% of Russell 1000 Growth Index	Difference
Consumer Discretionary	22.0%	16.7%	5.3%
Consumer Staples	11.1%	12.5%	-1.4%
Energy	4.0%	4.0%	0.0%
Financials	5.3%	4.6%	0.7%
Health Care	12.2%	12.0%	0.2%
Industrials	10.0%	12.7%	-2.7%
Information Technology	24.5%	30.9%	-6.4%
Materials	7.8%	4.1%	3.7%
Telecommunication Services	3.1%	2.3%	0.8%
Utilities	0.0%	0.2%	-0.2%
Cash & Other Assets	0.0%	0.0%	0.0%
Total	100.0%	100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

Conclusion

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

Sincerely,

The Investment Management Team

www.bridgeway.com 68

Bridgeway Large-Cap Growth Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 100.17%
Aerospace & Defense - 2.85%
Boeing Co. (The)		5,900	$	444,624
Precision Castparts Corp.		2,300		435,666
Textron, Inc.		15,900		394,161
				1,274,451
Airlines - 2.16%
Southwest Airlines Co.		43,300		443,392
United Continental Holdings, Inc.*		22,300		521,374
				964,766
Auto Components - 1.23%
Delphi Automotive PLC*		14,400		550,800
Automobiles - 1.22%
Ford Motor Co.		42,100		545,195
Beverages - 2.60%
Brown-Forman Corp., Class B		4,500		284,625
Coca-Cola Co. (The)		13,200		478,500
Monster Beverage Corp.*		7,500		396,600
				1,159,725
Biotechnology - 6.85%
Amgen, Inc.		10,600		914,992
Celgene Corp.*		6,400		503,808
Regeneron Pharmaceuticals, Inc.*		6,700		1,146,169
United Therapeutics Corp.*		9,200		491,464
				3,056,433
Chemicals - 6.61%
CF Industries Holdings, Inc.		2,200		446,952
Rockwood Holdings, Inc.		10,200		504,492
Sherwin-Williams Co. (The)		5,800		892,156
Valspar Corp.		8,700		542,880
Westlake Chemical Corp.+		7,100		563,030
				2,949,510
Commercial Services & Supplies - 0.76%
Cintas Corp.		8,300		339,470
Computers & Peripherals - 6.96%
Apple, Inc.#		2,800		1,492,484
Dell, Inc.		21,600		218,808
Seagate Technology PLC		18,800		573,024
Western Digital Corp.		19,400		824,306
				3,108,622
Consumer Finance - 0.98%
Discover Financial Services		11,300		435,615

Industry Company	Shares		Value
Diversified Consumer Services - 0.67%
H&R Block, Inc.		16,100	$	298,977
Diversified Financial Services - 1.05%
Moody’s Corp.		9,300		467,976
Diversified Telecommunication Services - 3.07%
tw telecom, inc.*		38,100		970,407
Verizon Communications, Inc.		9,300		402,411
				1,372,818
Food & Staples Retailing - 3.16%
Costco Wholesale Corp.		4,700		464,219
Wal-Mart Stores, Inc.		6,800		463,964
Whole Foods Market, Inc.		5,300		484,049
				1,412,232
Food Products - 0.89%
General Mills, Inc.		9,800		396,018
Health Care Providers & Services - 3.35%
DaVita HealthCare Partners, Inc.*		4,200		464,226
HCA Holdings, Inc.		17,200		518,924
McKesson Corp.		5,300		513,888
				1,497,038
Hotels, Restaurants & Leisure - 3.89%
Chipotle Mexican Grill, Inc.*		1,200		356,952
McDonald’s Corp.		5,000		441,050
Starbucks Corp.		8,900		477,218
Wynn Resorts, Ltd.		4,100		461,209
				1,736,429
Household Products - 4.11%
Church & Dwight Co., Inc.		9,400		503,558
Colgate-Palmolive Co.		4,300		449,522
Kimberly-Clark Corp.		5,300		447,479
Procter & Gamble Co. (The)		6,400		434,496
				1,835,055
Insurance - 1.05%
Arch Capital Group, Ltd.*		10,700		471,014
Internet Software & Services - 1.50%
Google, Inc., Class A*		200		141,874
Rackspace Hosting, Inc.*		7,100		527,317
				669,191
IT Services - 11.26%
Accenture PLC, Class A		11,400		758,100

69 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
IT Services (continued)
Alliance Data Systems Corp.*		5,300	$	767,228
International Business Machines Corp.		5,400		1,034,370
Mastercard, Inc., Class A		1,900		933,432
NeuStar, Inc., Class A*		10,300		431,879
Visa, Inc., Class A		4,100		621,478
Western Union Co. (The)		35,400		481,794
				5,028,281
Leisure Equipment & Products - 0.83%
Polaris Industries, Inc.		4,400		370,260
Machinery - 1.01%
Snap-on, Inc.		5,700		450,243
Media - 1.67%
Comcast Corp., Class A		20,000		747,600
Metals & Mining - 0.44%
Cliffs Natural Resources, Inc.+		5,100		196,656
Multiline Retail - 2.53%
Dollar General Corp.*		8,300		365,947
Dollar Tree, Inc.*		6,400		259,584
Macy’s, Inc.		12,900		503,358
				1,128,889
Oil, Gas & Consumable Fuels - 4.00%
Chevron Corp.		3,400		367,676
Denbury Resources, Inc.*		24,300		393,660
HollyFrontier Corp.		10,600		493,430
Marathon Petroleum Corp.		8,400		529,200
				1,783,966
Personal Products - 0.40%
Herbalife, Ltd.+		5,400		177,876
Pharmaceuticals - 2.08%
Abbott Laboratories		6,900		451,950
Allergan, Inc.		5,200		476,996
				928,946
Real Estate Investment Trusts (REITs) - 2.20%
American Tower Corp.		6,800		525,436
Weyerhaeuser Co.		16,500		459,030
				984,466
Road & Rail - 0.98%
CSX Corp.		22,200		438,006

Industry Company	Shares		Value
Semiconductors & Semiconductor Equipment - 1.62%
Intel Corp.		9,100	$    187,733
Xilinx, Inc.		14,900	534,910
			722,643
Software - 3.20%
Microsoft Corp.		7,700	205,821
NetSuite, Inc.*		7,000	471,100
Oracle Corp.		22,600	753,032
			1,429,953
Specialty Retail - 9.31%
AutoZone, Inc.*		1,100	389,873
Gap, Inc. (The)		14,200	440,768
Home Depot, Inc. (The)		11,000	680,350
Limited Brands, Inc.		6,900	324,714
PetSmart, Inc.		3,700	252,858
Ross Stores, Inc.		7,800	422,370
Sally Beauty Holdings, Inc.*		15,900	374,763
TJX Cos., Inc.		11,400	483,930
Tractor Supply Co.		3,800	335,768
Ulta Salon Cosmetics & Fragrance, Inc.		4,600	451,996
			4,157,390
Textiles, Apparel & Luxury Goods - 1.88%
Hanesbrands, Inc.*		9,800	351,036
PVH Corp.		4,400	488,444
			839,480
Trading Companies & Distributors - 1.80%
Fastenal Co.		7,200	336,168
W.W. Grainger, Inc.		2,300	465,451
			801,619
TOTAL COMMON STOCKS - 100.17%			44,727,609
(Cost $37,867,578)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.02%
BlackRock FedFund		0.01	%		7,396	7,396
TOTAL MONEY MARKET FUND - 0.02%						7,396
(Cost $7,396)

www.bridgeway.com 70

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

	Value
TOTAL INVESTMENTS - 100.19%	$	44,735,005
(Cost $37,874,974)
Liabilities in Excess of Other Assets - (0.19%)		(83,638	)
NET ASSETS - 100.00%	$	44,651,367
*        Non-income producing security. #       Securities, or a portion thereof, segregated to cover the Fund’s potential obligation under swap agreements. The total value of segregated assets is $426,424. ^       Rate disclosed as of December 31, 2012. +       This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $937,562 at December 31, 2012. PLC - Public Limited Company Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs			Total
Common Stocks		$	44,727,609		$	—		$	—		$	44,727,609
Money Market Fund			—			7,396			—			7,396
TOTAL		$	44,727,609		$	7,396		$	—		$	44,735,005

See Notes to Financial Statements.

71 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

December 31, 2012

Dear Fellow Blue Chip 35 Index Fund Shareholder,

For the December quarter, our Fund was down 1.41%, trailing our primary market benchmark, the S&P 500 Index

(-0.38%), our peer benchmark, the Lipper Large-Cap Core Funds Index (+0.82%), and the Bridgeway Ultra-Large 35 Index (-1.31%). We did outperform the Russell Top 50 Mega Cap Index (-3.16%). We performed exactly as expected in a market where the largest companies were the worst performers among all large-cap companies.

For the six-month “semi-annual” period ending December 31, 2012, our Fund returned 4.76%, trailing our primary market benchmark, the S&P 500 Index (+5.95%), and our peer benchmark, the Lipper Large-Cap Core Funds Index (+6.74%). We had a virtual tie with the Bridgeway Ultra-Large 35 Index (+4.76%), but we did outperform the Russell Top 50 Mega Cap Index (+3.82%). The market for the six-month period was the same as for the quarter, the largest caps underperformed, and the results were the same.

For the calendar year, our Fund was up 15.20%, slightly trailing all of our benchmarks, the S&P 500 Index (+16.00%), the Lipper Large-Cap Core Funds Index (+15.32%), the Bridgeway Ultra-Large 35 Index (+15.47%) and the Russell Top 50 Mega Cap Index (+15.65%).

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

Standardized Returns as of December 31, 2012

									Annualized
	Quarter		6 Months		1 Year		5 Years		10 Years		Since Inception (7/31/97)
Blue Chip 35 Index Fund		-1.41%		4.76%		15.20%		2.11%		6.26%	4.95%
S&P 500 Index		-0.38%		5.95%		16.00%		1.66%		7.10%	4.51%
Russell Top 50 Mega Cap Index		-3.16%		3.82%		15.65%		1.03%		5.55%	3.36%
Bridgeway Ultra-Large 35 Index		-1.31%		4.76%		15.47%		2.41%		6.45%	5.13%
Lipper Large-Cap Core Funds Index		0.82%		6.74%		15.32%		0.97%		6.13%	3.80%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions based on the average of 500 widely held common stocks with dividends reinvested. The Russell Top 50 Mega Cap Index measures the performance of the largest companies in the Russell 3000 Index. It includes 50 of the largest securities, based on a combination of their market cap and current index membership, and represents approximately 40% of the total market capitalization of the Russell 3000 Index. The Bridgeway Ultra-Large 35 Index is an index comprised of very large, “blue chip” U.S. stocks, excluding tobacco; it is compiled by the adviser of the Fund. The Lipper Large-Cap Core Funds Index reflects the aggregate record of domestic large-cap core mutual funds as reported by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of December 31, 2012, Blue Chip 35 Index Fund ranked 489th of 941 large-cap core funds for the twelve months ending December 31, 2012, 133rd of 753 over the last five years, 278th of 491 over the last ten years, and 53rd of 219 since inception in July, 1997. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

www.bridgeway.com 72

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

(Unaudited)

Blue Chip 35 Index Fund vs. S&P 500 Index, Russell Top 50 Mega Cap Index*, Bridgeway Ultra-Large 35 Index & Lipper Large-Cap Core Funds Index from Inception 7/31/97 to 12/31/12

* The Russell Top 50 Mega Cap Index began on12/31/2001, and the line graph for the Index begins at the same value as the Fund on that date.

Quarterly and Calender Year Performance by Company Size:

The Short Version: For both the quarter and the calendar year, the ultra-large stock focus of our Fund hurt our relative performance. As measured by market beta, the lower risk of these ultra-large stocks also hurt our relative performance in a strong “up” year.

The table on the next page indicates that ultra-large stocks, those that make up this Fund, performed the worst of all large-cap stocks for the quarter ended December 31, 2012. This put our Fund at a severe disadvantage versus the smaller cap S&P 500 Index. The half of the S&P 500 Index with lower market caps returned an average of two and

one-half percent while the larger market cap stocks returned an average of -3.1%. Most of the Blue Chip 35 Index Fund stocks reside in the upper half of market cap size.

During the quarter, our “roughly equal weighting” strategy did help to dampen some of the underperformance. Owning smaller than market-cap weightings in the largest stocks kept the Fund from losing more ground to the S&P 500 Index and allowed us to beat the market-cap weighted Russell Top 50 Mega-Cap Index significantly. Limiting our exposure to Apple alone (still 3.5% of Fund net assets) saved us over one percent for the quarter versus the market-cap weighted exposure of the Russell Top 50 Index (8.5% of the Index).

For calendar year 2012, ultra-large (CRSP decile 1 in the table on the next page, which shows data as of December 31, 2012) stocks also appreciated less than the smaller size ranges of the S&P 500 Index. Our “roughly equal weighting” strategy did not help Fund returns for the calendar year. The higher risk (market beta) stocks of the S&P 500 Index also added to the Fund’s underperformance for this period.

73 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

									Annualized
CRSP Decile1	Quarter		6 Months		1 Year		5 Years		10 Years		87 Years
1   (ultra-large)		-1.13%		5.31%		15.95%		1.30%		6.40%		9.10%
2		1.81%		7.80%		15.97%		2.68%		10.16%		10.42%
3		3.60%		9.08%		16.73%		4.04%		10.35%		10.81%
4		3.70%		10.27%		16.29%		5.64%		11.32%		10.79%
5		3.88%		10.98%		15.82%		6.69%		12.11%		11.33%
6		3.78%		9.06%		18.13%		4.65%		10.91%		11.29%
7		1.16%		6.62%		18.05%		6.26%		11.91%		11.27%
8		2.27%		8.96%		18.30%		7.13%		12.57%		11.49%
9		1.12%		6.17%		14.57%		5.42%		10.90%		11.47%
10   (ultra-small)		-1.08%		5.28%		21.47%		5.25%		12.90%		13.01%

¹  The CRSP Cap-Based Portfolio Indexes are unmanaged indexes of the publicly traded U.S. stocks with dividends reinvested, grouped by market capitalization, as reported by the Center for Research in Security Prices. Past performance is no guarantee of future results.

Contribution to Returns for Blue Chip 35 Index Fund Stocks for the Calender Year Ended December 31, 2012:

Rank Company		Industry	% Contribution to Return
1	Bank of America Corp.	Diversified Financial Services	2.4%
2	Visa, Inc.	IT Services	1.7%
3	Apple, Inc.	Computers & Peripherals	1.4%
4	Goldman Sachs Group, Inc. (The)	Capital Markets	1.1%
5	Monsanto Co.	Chemicals	0.9%
6	JPMorgan Chase & Co.	Diversified Financial Services	0.8%
7	Oracle Corp.	Software	0.8%
8	Wells Fargo & Co.	Commercial Banks	0.7%
9	General Electric Co.	Industrial Conglomerates	0.6%
10	CVS Caremark Corp.	Food & Staples Retailing	0.5%
11	Abbott Laboratories	Pharmaceuticals	0.5%
12	Pfizer, Inc.	Pharmaceuticals	0.5%
13	Wal-Mart Stores, Inc.	Food & Staples Retailing	0.5%
14	AT&T, Inc.	Diversified Telecommunication Services	0.5%
15	Berkshire Hathaway, Inc.	Insurance	0.4%
16	3M Co.	Industrial Conglomerates	0.4%
17	United Technologies Corp.	Aerospace & Defense	0.4%
18	Phillips 66*	Oil, Gas & Consumable Fuels	0.4%
19	Cisco Systems, Inc.	Communications Equipment	0.4%
20	Merck & Co., Inc	Pharmaceuticals	0.4%
21	Verizon Communications, Inc.	Diversified Telecommunication Services	0.4%
22	Johnson & Johnson	Pharmaceuticals	0.3%
23	Google, Inc.	Internet Software & Services	0.2%
24	ConocoPhillips	Oil, Gas & Consumable Fuels	0.2%
25	PepsiCo, Inc.	Beverages	0.2%
26	Coca-Cola Co. (The)	Beverages	0.2%
27	Microsoft Corp.	Software	0.2%
28	International Business Machines Corp.	IT Services	0.2%
29	Procter & Gamble Co. (The)	Household Products	0.2%

www.bridgeway.com 74

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

(Unaudited)

Rank Company		Industry	% Contribution to Return
31	Schlumberger, Ltd.	Energy Equipment & Services	0.1%
32	Exxon Mobil Corp.	Oil, Gas & Consumable Fuels	0.1%
33	United Parcel Service, Inc.	Air Freight & Logistics	0.1%
34	McDonald’s Corp.	Hotels, Restaurants & Leisure	-0.3%
35	Intel Corp.	Semiconductors & Semiconductor Equipment	-0.4%
36	Occidental Petroleum Corp.	Oil, Gas & Consumable Fuels	-0.4%
37	Hewlett-Packard Co.	Computers & Peripherals	-1.3%

*Spinoff from ConocoPhillips. Security was sold during the period ended December 31, 2012.

Industry Sector Representation as of December 31, 2012
	% of Net Assets	% of S&P 500 Index	Difference
Consumer Discretionary	3.2%	11.4%	-8.2%
Consumer Staples	13.3%	10.6%	2.7%
Energy	12.9%	11.0%	1.9%
Financials	14.1%	15.6%	-1.5%
Health Care	10.3%	12.1%	-1.8%
Industrials	10.4%	10.2%	0.2%
Information Technology	26.9%	19.0%	7.9%
Materials	2.7%	3.6%	-0.9%
Telecommunication Services	6.1%	3.1%	3.0%
Utilities	0.0%	3.4%	-3.4%
Cash & Other Assets	0.1%	0.0%	0.1%
Total	100.0%	100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

Conclusion

Thank you for your continued investment in Blue Chip 35 Index Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

75 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Bridgeway Blue Chip 35 Index Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 99.97%
Aerospace & Defense - 2.61%
United Technologies Corp.		77,180	$	6,329,532
Air Freight & Logistics - 2.57%
United Parcel Service, Inc., Class B		84,563		6,234,830
Beverages - 5.08%
Coca-Cola Co. (The)		169,914		6,159,382
PepsiCo, Inc.		89,850		6,148,436
				12,307,818
Capital Markets - 2.99%
Goldman Sachs Group, Inc. (The)		56,800		7,245,408
Chemicals - 2.70%
Monsanto Co.		69,050		6,535,582
Commercial Banks - 2.57%
Wells Fargo & Co.		181,859		6,215,941
Communications Equipment - 2.54%
Cisco Systems, Inc.		313,108		6,152,572
Computers & Peripherals - 5.87%
Apple, Inc.		15,000		7,995,450
Hewlett-Packard Co.		437,300		6,231,525
				14,226,975
Diversified Financial Services - 5.99%
Bank of America Corp.		698,808		8,106,173
JPMorgan Chase & Co.		145,295		6,388,621
				14,494,794
Diversified Telecommunication Services - 6.09%
AT&T, Inc.		214,125		7,218,154
Verizon Communications, Inc.		174,189		7,537,158
				14,755,312
Energy Equipment & Services - 2.55%
Schlumberger, Ltd.		89,100		6,173,739
Food & Staples Retailing - 5.69%
CVS Caremark Corp.		129,800		6,275,830
Wal-Mart Stores, Inc.		109,919		7,499,773
				13,775,603
Hotels, Restaurants & Leisure - 3.25%
McDonald’s Corp.		89,100		7,859,511

Industry Company	Shares		Value
Household Products - 2.54%
Procter & Gamble Co. (The)		90,726	$	6,159,388
Industrial Conglomerates - 5.18%
3M Co.		67,550		6,272,017
General Electric Co.		298,943		6,274,814
				12,546,831
Insurance - 2.60%
Berkshire Hathaway, Inc., Class B*		70,250		6,301,425
Internet Software & Services - 3.10%
Google, Inc., Class A*		10,580		7,505,135
IT Services - 7.44%
International Business Machines Corp.		41,667		7,981,314
Visa, Inc., Class A		66,250		10,042,175
				18,023,489
Oil, Gas & Consumable Fuels - 10.33%
Chevron Corp.		57,195		6,185,067
ConocoPhillips		107,435		6,230,156
Exxon Mobil Corp.		72,787		6,299,715
Occidental Petroleum Corp.		82,350		6,308,833
				25,023,771
Pharmaceuticals - 10.33%
Abbott Laboratories		96,500		6,320,750
Johnson & Johnson		88,952		6,235,535
Merck & Co., Inc.		153,835		6,298,005
Pfizer, Inc.		246,144		6,173,292
				25,027,582
Semiconductors & Semiconductor Equipment - 2.71%
Intel Corp.		318,043		6,561,227
Software - 5.24%
Microsoft Corp.		234,145		6,258,696
Oracle Corp.		193,113		6,434,525
				12,693,221
TOTAL COMMON STOCKS - 99.97%				242,149,686
(Cost $164,627,485)

www.bridgeway.com 76

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

	Rate^			Shares		Value
MONEY MARKET FUND - 0.06%
BlackRock FedFund		0.01	%		144,927		$144,927
TOTAL MONEY MARKET FUND - 0.06%							144,927
(Cost $144,927)
TOTAL INVESTMENTS - 100.03%							$242,294,613
(Cost $164,772,412)
Liabilities in Excess of Other Assets - (0.03%)							(71,724	)
NET ASSETS - 100.00%							$242,222,889
*      Non-income producing security. ^      Rate disclosed as of December 31, 2012.

Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs			Total
Common Stocks		$	242,149,686		$	—		$	—		$	242,149,686
Money Market Fund			—			144,927			—			144,927
TOTAL		$	242,149,686		$	144,927		$	—		$	242,294,613

See Notes to Financial Statements.

77 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Managed Volatility Fund MANAGER’S COMMENTARY (Unaudited)

(Unaudited)

December 31, 2012

Dear Fellow Managed Volatility Fund Shareholder:

For the quarter ended December 31, 2012, our Fund declined 0.40%, trailing our primary market benchmark, the S&P 500 Index (-0.38%), our peer benchmark, the Lipper Balanced Funds Index (+1.22%), and the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.07).

For the six-month “semi-annual” period ending December 31, 2012, our Fund was up 2.18%, trailing our primary market benchmark, the S&P 500 Index (+5.95%), our peer benchmark, the Lipper Balanced Funds Index (+5.87%), but beating the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.46%).

For the calendar year, our Fund returned 6.46%, trailing the S&P 500 Index (+16.00%) but right on target with the Fund’s design of returning 40% of the benchmark return with 40% or less of the risk in up markets. We also trailed the Lipper Balanced Funds Index (+11.94%), but beat the fixed-income only Bloomberg/ EFFAS U.S. Government 1-3 Year Total Return Bond Index (+0.58%). We are pleased to be ahead of the Fund’s design goal over the five- and ten-year periods and especially for leading the S&P 500 Index since the Fund’s inception.

Everything we do at Bridgeway is based on research and design. Managed Volatility is a very precise mix of equities, short-term fixed income, options and futures that is designed to produce a significantly lower level of volatility than the market, as defined by the S&P 500 Index, and to capture market-like returns over longer periods of time. Inherent to the design, there will be monthly, quarterly and occasionally even annual returns that follow the typical expectation of return versus risk. However, we would expect to capture more than 40% of the market returns with 40% or less of the market risk over longer periods of time.

The table below presents our December quarter, six-month, one-year, five-year, ten-year and inception-to-date financial results. A graph of quarterly performance since inception appears on the following page.

Standardized Returns as of December 31, 2012

								Annualized
	Quarter			6 Months	1 Year			5 Years			10 Years			Since Inception (6/30/01)
Managed Volatility Fund		-0.40	%	2.18%		6.46	%		0.72	%		4.80	%	3.63%
S&P 500 Index		-0.38	%	5.95%		16.00	%		1.66	%		7.10	%	3.35%
Bloomberg/EFFAS U.S. Government 1-3 Year Total Return Bond Index		0.07	%	0.46%		0.58	%		2.42	%		2.78	%	3.29%
Lipper Balanced Funds Index		1.22	%	5.87%		11.94	%		2.82	%		6.51	%	4.46%

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

The S&P 500 Index is a broad-based, unmanaged measurement of changes in stock market conditions, based on the average of 500 widely held common stocks with dividends reinvested. The Bloomberg/ EFFAS U.S. Government 1-3 year Total Return Bond Index is a transparent benchmark for the total return of the 1-3 year U.S. Government bond market. The Lipper Balanced Funds Index is an index of balanced funds compiled by Lipper, Inc. It is not possible to invest directly in an index. Periods longer than one year are annualized.

According to data from Lipper, Inc. as of December 31, 2012, the Managed Volatility Fund ranked 461st of 469 mixed-asset target allocation moderate funds for the calendar year ended December 31, 2012, 346th of 382 for the past five years, 191st of 210 for the past ten years and 132nd of 167 funds since inception in June, 2001. Lipper, Inc. is an independent mutual fund rating service that ranks funds in various fund categories by making comparative calculations using total returns.

www.bridgeway.com 78

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

(Unaudited)

According to data from Morningstar as of December 31, 2012, the Managed Volatility Fund ranked 82nd of 191 Long/Short Equity funds for the calendar year ended December 31, 2012, 19th out of 56 funds for the past five years and 11th of 23 funds for the past ten years. Morningstar ranks funds in various fund categories by making comparative calculations using total returns.

Managed Volatility Fund vs. S&P 500 Index, Bloomberg/EFFAS Bond Index & Lipper Balanced Funds Index

from Inception 6/30/01 to 12/31/12

Detailed Explanation of Quarterly Performance

The Short Version: Our fixed income and options premiums gave us a slight edge for the quarter.

We performed pretty much in line with the design of the Fund for the quarter. We were slightly hurt by our holdings in the Consumer Discretionary and Industrials sectors, but our holdings in the Materials and Consumer Staples sectors made up for most of that underperformance. In the flat to slightly down market of the quarter, our fixed income and options strategy really helped our relative returns versus the S&P 500 Index.

Detailed Explanation of Calendar Year Performance

The Short Version: We performed right in line with the Fund’s design for the calendar year.

It was a solid calendar year for the S&P 500 Index and we performed exactly as expected for the period. Our stock portfolio gave us a very slight edge, mostly in the Materials and Financials sectors. Like the quarter, our Consumer Discretionary stocks slightly underperformed the Consumer Discretionary stocks in the S&P 500 Index. Our fixed-income strategy created a bit of a drag on our performance as is expected in such a market up year.

79 Semi-Annual Report  |  December 31, 2012 (Unaudited)

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

(Unaudited)

Top Ten Holdings as of December 31, 2012

Rank	Description	Industry	% of Net Assets
1	Gap, Inc. (The)	Specialty Retail	1.5%
2	Exxon Mobil Corp.	Oil, Gas & Consumable Fuels	1.5%
3	Travelers Cos., Inc. (The)	Insurance	1.4%
4	Apple, Inc.	Computers & Peripherals	1.3%
5	AutoZone, Inc.	Specialty Retail	1.3%
6	Halliburton Co.	Energy Equipment & Services	1.3%
7	Chevron Corp.	Oil, Gas & Consumable Fuels	1.3%
8	Cabela’s, Inc.	Specialty Retail	1.3%
9	Brown-Forman Corp.	Beverages	1.2%
10	Northrop Grumman Corp.	Aerospace & Defense	1.1%
			13.2%

Industry Sector Representation as of December 31, 2012

Asset Type	% of Net Assets
Common Stock	56.1%
Consumer Discretionary	8.7%
Consumer Staples	5.5%
Energy	6.2%
Financials	6.9%
Health Care	5.8%
Industrials	7.4%
Information Technology	10.3%
Materials	1.9%
Telecommunication Services	1.6%
Utilities	1.8%
U.S. Government Obligations	40.3%
Covered Call Options Written	-0.7%
Put Options Written	-0.6%
Money Market Funds	5.7%
Other Assets in Excess of Liabilities	-0.8%
Total	100.0%

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and are not indicative of future performance.

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

www.bridgeway.com 80

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

(Unaudited)

theory, expose shareholders to unlimited loss. Shareholders of the Fund, therefore, are taking on more risk than they would if they invested in the stock market as a whole. The Fund uses an option writing strategy in which the Fund may sell covered calls or secured put options. Up to 75% of Fund assets may be invested in options. Options are subject to special risks and may not fully protect the Fund against declines in the value of its stocks. In addition, an option writing strategy limits the upside profit potential normally associated with stocks. Finally, the Fund’s fixed-income holdings are subject to three types of risk. Interest rate risk is the chance that bond prices overall will decline as interest rates rise. Credit risk is the chance a bond issuer will fail to pay interest and principal. Prepayment risk is the chance a mortgage-backed bond issuer will repay a higher yielding bond, resulting in a lower paying yield.

Conclusion

In closing, we would like to thank you for your continued investment in the Managed Volatility Fund. We encourage your feedback; your reactions and concerns are important to us.

Sincerely,

The Investment Management Team

81 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
COMMON STOCKS - 56.10%
Aerospace & Defense - 1.98%
Honeywell International, Inc.		800	$	50,776
Lockheed Martin Corp.		870		80,292
Northrop Grumman Corp.#		3,900		263,562
United Technologies Corp.		940		77,090
				471,720
Air Freight & Logistics - 0.46%
FedEx Corp.#		1,200		110,064
Beverages - 1.86%
Brown-Forman Corp., Class B		4,425		279,881
Coca-Cola Co. (The)		4,500		163,125
				443,006
Biotechnology - 0.83%
Biogen Idec, Inc.*#		900		132,003
Gilead Sciences, Inc.*		900		66,105
				198,108
Capital Markets - 0.87%
Ameriprise Financial, Inc.#		1,080		67,640
Bank of New York Mellon Corp. (The)		532		13,673
Charles Schwab Corp. (The)		3,500		50,260
Morgan Stanley		800		15,296
State Street Corp.#		1,300		61,113
				207,982
Chemicals - 1.51%
CF Industries Holdings, Inc.#		500		101,580
Dow Chemical Co. (The)		2,100		67,872
Monsanto Co.		500		47,325
Sherwin-Williams Co. (The)		600		92,292
Sigma-Aldrich Corp.		700		51,506
				360,575
Commercial Banks - 1.28%
Comerica, Inc.		1,600		48,544
KeyCorp		3,700		31,154
US Bancorp#		2,200		70,268
Wells Fargo & Co.#		4,571		156,237
				306,203
Communications Equipment - 1.01%
Cisco Systems, Inc.#		11,600		227,940
Juniper Networks, Inc.*		700		13,769
				241,709

Industry Company	Shares		Value
Computers & Peripherals - 2.50%
Apple, Inc.#		600	$	319,818
Hewlett-Packard Co.#		9,000		128,250
Lexmark International, Inc., Class A		800		18,552
SanDisk Corp.*		900		39,204
Seagate Technology PLC#		3,000		91,440
				597,264
Consumer Finance - 0.85%
American Express Co.		1,500		86,220
Capital One Financial Corp.		2,000		115,860
				202,080
Diversified Financial Services - 1.41%
Bank of America Corp.#		9,100		105,560
Citigroup, Inc.		510		20,176
JPMorgan Chase & Co.#		4,800		211,056
				336,792
Diversified Telecommunication Services - 1.13%
AT&T, Inc.		2,400		80,904
CenturyLink, Inc.		3,200		125,184
Frontier Communications Corp.+		672		2,876
Verizon Communications, Inc.		1,400		60,578
				269,542
Electric Utilities - 0.63%
American Electric Power Co., Inc.		1,600		68,288
Duke Energy Corp.		783		49,956
Exelon Corp.		1,100		32,714
				150,958
Electrical Equipment - 0.41%
Eaton Corp. PLC#		1,200		65,040
Emerson Electric Co.		600		31,776
				96,816
Electronic Equipment, Instruments & Components - 0.06%
FLIR Systems, Inc.		600		13,386
Energy Equipment & Services - 1.54%
Halliburton Co.#		9,000		312,210
National Oilwell Varco, Inc.		800		54,680
				366,890
Food & Staples Retailing - 1.69%
CVS Caremark Corp.#		1,400		67,690

www.bridgeway.com 82

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Food & Staples Retailing (continued)
Kroger Co. (The)		1,000	$	26,020
Safeway, Inc.#		11,400		206,226
Wal-Mart Stores, Inc.#		1,500		102,345
				402,281
Food Products - 0.63%
Archer-Daniels-Midland Co.		1,000		27,390
General Mills, Inc.		1,400		56,574
Mead Johnson Nutrition Co.#		1,016		66,944
				150,908
Health Care Equipment & Supplies - 0.93%
Baxter International, Inc.		1,300		86,658
Becton Dickinson & Co.#		220		17,202
CR Bard, Inc.		500		48,870
Stryker Corp.#		1,260		69,073
				221,803
Health Care Providers & Services - 0.87%
Express Scripts Holding Co.*		1,634		88,236
Laboratory Corp. of America Holdings*		300		25,986
Quest Diagnostics, Inc.		400		23,308
UnitedHealth Group, Inc.#		1,300		70,512
				208,042
Hotels, Restaurants & Leisure - 0.81%
McDonald’s Corp.		900		79,389
Yum! Brands, Inc.#		1,700		112,880
				192,269
Household Products - 1.32%
Colgate-Palmolive Co.		1,500		156,810
Kimberly-Clark Corp.		1,000		84,430
Procter & Gamble Co. (The)		1,100		74,679
				315,919
Independent Power Producers & Energy Traders - 0.18%
AES Corp.		4,100		43,870
Industrial Conglomerates - 0.87%
3M Co.		500		46,425
Danaher Corp.		500		27,950
General Electric Co.#		6,300		132,237
				206,612
Insurance - 2.24%
Aflac, Inc.		300		15,936
Aon PLC		1,700		94,520

Industry Company	Shares		Value
Insurance (continued)
Chubb Corp. (The)#		1,100	$	82,852
Progressive Corp. (The)		820		17,302
Travelers Cos, Inc. (The)#		4,500		323,190
				533,800
Internet & Catalog Retail - 0.53%
Amazon.com, Inc.*		500		125,570
Internet Software & Services - 1.02%
eBay, Inc.*#		2,000		102,040
Google, Inc., Class A*		200		141,874
				243,914
IT Services - 2.47%
International Business Machines Corp.#		1,200		229,860
Teradata Corp.*#		2,300		142,347
Visa, Inc., Class A#		1,300		197,054
Western Union Co. (The)		1,500		20,415
				589,676
Leisure Equipment & Products - 0.22%
Hasbro, Inc.#+		1,500		53,850
Life Sciences Tools & Services - 0.19%
Thermo Fisher Scientific, Inc.		700		44,646
Machinery - 0.98%
Deere & Co.#		2,700		233,334
Media - 1.70%
Comcast Corp., Class A		2,950		110,271
News Corp.#		3,400		86,836
Omnicom Group, Inc.#		1,000		49,960
Time Warner, Inc.		1,333		63,757
Walt Disney Co. (The)#		1,900		94,601
				405,425
Metals & Mining - 0.08%
United States Steel Corp.+		800		19,096
Multiline Retail - 0.98%
Big Lots, Inc.*#		1,400		39,844
Kohl’s Corp.#		4,500		193,410
				233,254
Multi-Utilities - 0.98%
Dominion Resources, Inc.		1,920		99,456
Sempra Energy#		1,900		134,786
				234,242

83 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry Company	Shares		Value
Common Stocks (continued)
Oil, Gas & Consumable Fuels - 4.68%
Anadarko Petroleum Corp.		1,000	$	74,310
Apache Corp.		500		39,250
Chesapeake Energy Corp.+		500		8,310
Chevron Corp.		2,878		311,227
ConocoPhillips#		1,187		68,834
Exxon Mobil Corp.#		4,000		346,200
Marathon Petroleum Corp.		2,300		144,900
Occidental Petroleum Corp.#		1,200		91,932
Phillips 66		593		31,488
				1,116,451
Paper & Forest Products - 0.33%
International Paper Co.#		2,000		79,680
Pharmaceuticals - 2.95%
Abbott Laboratories		1,800		117,900
Allergan, Inc.#		1,200		110,076
Bristol-Myers Squibb Co.		3,079		100,345
Johnson & Johnson#		1,700		119,170
Merck & Co., Inc.		1,600		65,504
Pfizer, Inc.#		7,600		190,608
				703,603
Real Estate Investment Trusts (REITs) - 0.26%
American Tower Corp.		800		61,816
Road & Rail - 2.26%
CSX Corp.#		10,000		197,300
Norfolk Southern Corp.#		3,500		216,440
Union Pacific Corp.#		1,000		125,720
				539,460
Semiconductors & Semiconductor Equipment - 1.47%
Broadcom Corp., Class A		1,400		46,494
Cirrus Logic, Inc.*#		7,000		202,790
Intel Corp.#		1,800		37,134
Texas Instruments, Inc.#		2,070		64,046
				350,464
Software - 1.77%
Citrix Systems, Inc.*		1,400		92,050
Intuit, Inc.		500		29,750
Microsoft Corp.#		5,200		138,996
Oracle Corp.#		4,860		161,935
				422,731
Specialty Retail - 4.21%
AutoZone, Inc.*#		900		318,987
Cabela’s, Inc.*#		7,400		308,950
Gap, Inc. (The)#		11,700		363,168

Industry Company	Shares		Value
Specialty Retail (continued)
Staples, Inc.		1,250	$	14,250
				1,005,355
Textiles, Apparel & Luxury Goods - 0.22%
NIKE, Inc., Class B		1,000		51,600
Trading Companies & Distributors - 0.42%
W.W. Grainger, Inc.		500		101,185
Wireless Telecommunication Services - 0.51%
Crown Castle International Corp.*		1,700		122,672
TOTAL COMMON STOCKS - 56.10%				13,386,623
(Cost $9,864,470)

Due Date	Discount Rate or Coupon Rate			Principal Amount		Value
U.S. GOVERNMENT OBLIGATIONS - 40.33%
U.S. Treasury Bills - 37.71%
01/17/2013		0.105	%(a)	$	2,000,000		1,999,907
01/31/2013		0.125	%(a)		2,000,000		1,999,791
02/28/2013		0.100	%(a)		3,000,000		2,999,977
03/28/2013		0.089	%(a)		2,000,000		1,999,834
							8,999,509
U.S. Treasury Notes - 2.62%
01/31/2013		0.625	%		100,000		100,039
11/15/2013		4.250	%		200,000		207,047
03/15/2014		1.250	%		100,000		101,242
02/15/2015		4.000	%		200,000		215,688
							624,016
TOTAL U.S. GOVERNMENT OBLIGATIONS - 40.33%							9,623,525
(Cost $9,598,385)

www.bridgeway.com 84

Bridgeway Managed Volatility Fund SCHEDULE OF INVESTMENTS (continued)

Showing percentage of net assets as of December 31, 2012 (Unaudited)

	Rate^			Shares		Value
MONEY MARKET FUND - 5.71%
BlackRock FedFund		0.01	%		1,362,792	$	1,362,792
TOTAL MONEY MARKET FUND — 5.71%							1,362,792
(Cost $ 1,362,792)
TOTAL INVESTMENTS - 102.14%						$	24,372,940
(Cost $ 20,825,647)
Liabilities in Excess of Other Assets - (2.14%)							(509,564	)
NET ASSETS - 100.00%						$	23,863,376
*      Non-income producing security. #      Security subject to call or put option written by the Fund.
^      Rate disclosed as of December 31, 2012. +     This security or a portion of the security is out on loan at   December 31, 2012. Total loaned securities had a value of   $62,592 at December 31, 2012. (a)    Rate represents the effective yield at purchase. LLC - Limited Liability Company PLC - Public Limited Company See Notes to Financial Statements.

85 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Company	Number of Contracts		Value
CALL OPTIONS WRITTEN - (0.73%)
Allergan, Inc.
Expiring January, 2013 at $100.00		6	$	(30	)
Apple, Inc.
Expiring January, 2013 at $710.00		2		(20	)
Expiring January, 2013 at $720.00		2		(22	)
				(42	)
AutoZone, Inc.
Expiring March, 2013 at $400.00		3		(600	)
Bank of America Corp.
Expiring January, 2013 at $10.00		25		(4,100	)
Big Lots, Inc.
Expiring April, 2013 at $30.00		10		(1,700	)
Biogen Idec, Inc.
Expiring January, 2013 at $160.00		4		(340	)
Cabela’s, Inc.
Expiring March, 2013 at $40.00		64		(26,240	)
CF Industries Holdings, Inc.
Expiring February, 2013 at $205.00		5		(4,250	)
Cirrus Logic, Inc.
Expiring March, 2013 at $29.00		60		(19,800	)
Cisco Systems, Inc.
Expiring February, 2013 at $18.00		25		(4,875	)
CSX Corp.
Expiring February, 2013 at $20.00		100		(5,600	)
CVS Caremark Corp.
Expiring January, 2013 at $48.00		5		(430	)
Deere & Co.
Expiring March, 2013 at $90.00		7		(1,232	)
Eaton Corp. PLC
Expiring April, 2013 at $52.50		8		(3,040	)
eBay, Inc.
Expiring January, 2013 at $49.00		7		(2,009	)
Exxon Mobil Corp.
Expiring January, 2013 at $95.00		10		(20	)
FedEx Corp.
Expiring January, 2013 at $95.00		4		(236	)
Gap, Inc. (The)
Expiring March, 2013 at $32.00		80		(12,320	)
Expiring March, 2013 at $35.00		10		(600	)
				(12,920	)
General Electric Co.
Expiring March, 2013 at $22.00		20		(720	)
Halliburton Co.
Expiring January, 2013 at $36.00		12		(420	)

Company	Number of Contracts		Value
Expiring April, 2013 at $33.00		55	$	(18,150	)
				(18,570	)
Hasbro, Inc.
Expiring April, 2013 at $40.00		6		(330	)
Hewlett-Packard Co.
Expiring January, 2013 at $16.00		90		(450	)
Intel Corp.
Expiring February, 2013 at $20.00		6		(618	)
International Business Machines Corp.
Expiring January, 2013 at $200.00		4		(184	)
International Paper Co.
Expiring January, 2013 at $39.00		5		(660	)
Johnson & Johnson
Expiring January, 2013 at $72.50		5		(25	)
JPMorgan Chase & Co.
Expiring January, 2013 at $42.00		15		(3,570	)
Kohl’s Corp.
Expiring January, 2013 at $52.50		15		(75	)
Expiring January, 2013 at $55.00		30		(150	)
				(225	)
Mead Johnson Nutrition Co.
Expiring February, 2013 at $70.00		5		(415	)
Microsoft Corp.
Expiring January, 2013 at $30.00		15		(45	)
News Corp.
Expiring January, 2013 at $26.00		10		(230	)
Norfolk Southern Corp.
Expiring January, 2013 at $57.50		16		(6,720	)
Expiring March, 2013 at $62.50		19		(3,515	)
				(10,235	)
Northrop Grumman Corp.
Expiring February, 2013 at $65.00		35		(14,350	)
Occidental Petroleum Corp.
Expiring February, 2013 at $77.50		5		(1,070	)
Omnicom Group, Inc.
Expiring January, 2013 at $55.00		5		(50	)
Oracle Corp.
Expiring January, 2013 at $33.00		15		(1,230	)
Pfizer, Inc.
Expiring February, 2013 at $25.00		20		(1,100	)
Safeway, Inc.
Expiring March, 2013 at $18.00		105		(10,500	)
Seagate Technology PLC
Expiring March, 2013 at $31.00		30		(6,450	)

www.bridgeway.com 86

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN (continued)

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Company	Number of Contracts		Value
Call Options Written (continued)
Sempra Energy
Expiring January, 2013 at $70.00		5	$	(550	)
State Street Corp.
Expiring February, 2013 at $45.00		5		(1,525	)
Stryker Corp.
Expiring March, 2013 at $55.00		6		(990	)
Teradata Corp.
Expiring January, 2013 at $75.00		10		(100	)
Texas Instruments, Inc.
Expiring January, 2013 at $29.00		5		(1,065	)
Travelers Cos., Inc. (The)
Expiring January, 2013 at $72.50		20		(1,620	)
Union Pacific Corp.
Expiring January, 2013 at $125.00		4		(1,072	)
UnitedHealth Group, Inc.
Expiring January, 2013 at $55.00		5		(425	)
US Bancorp
Expiring January, 2013 at $35.00		7		(28	)
Visa, Inc., Class A
Expiring January, 2013 at $140.00		5		(5,750	)
Wal-Mart Stores, Inc.
Expiring January, 2013 at $75.00		5		(15	)
Walt Disney Co. (The)
Expiring January, 2013 at $55.00		5		(5	)
Wells Fargo & Co.
Expiring January, 2013 at $35.00		10		(450	)
Expiring April, 2013 at $35.00		10		(1,310	)
				(1,760	)
Yum! Brands, Inc.
Expiring April, 2013 at $70.00		6		(1,248	)
TOTAL CALL OPTIONS WRITTEN — (0.73%)				(174,644	)
(Premiums received $(201,924))
PUT OPTIONS WRITTEN - (0.55%)
American Vanguard Corp.
Expiring February, 2013 at $30.00		20		(2,300	)
Ameriprise Financial, Inc.
Expiring March, 2013 at $60.00		40		(8,000	)
AmerisourceBergen Corp.
Expiring February, 2013 at $40.00		45		(1,665	)
Becton Dickinson & Co.
Expiring March, 2013 at $75.00		20		(2,380	)
Boeing Co. (The)
Expiring January, 2013 at $72.50		30		(1,770	)

Company	Number of Contracts		Value
Chubb Corp. (The)
Expiring January, 2013 at $80.00		20	$	(11,340	)
CME Group, Inc.
Expiring January, 2013 at $55.00		42		(20,580	)
ConocoPhillips
Expiring January, 2013 at $55.00		45		(1,350	)
Copa Holdings SA, Class A
Expiring February, 2013 at $90.00		10		(1,200	)
Darden Restaurants, Inc.
Expiring January, 2013 at $52.50		30		(24,300	)
Energizer Holdings, Inc.
Expiring February, 2013 at $70.00		20		(1,300	)
Exxon Mobil Corp.
Expiring January, 2013 at $85.00		30		(2,850	)
Flowserve Corp.
Expiring January, 2013 at $130.00		16		(720	)
General Dynamics Corp.
Expiring February, 2013 at $70.00		35		(11,900	)
Hewlett-Packard Co.
Expiring January, 2013 at $14.00		90		(3,600	)
Home Depot, Inc. (The)
Expiring February, 2013 at $60.00		40		(5,280	)
Iron Mountain, Inc.
Expiring January, 2013 at $32.50		20		(700	)
Expiring January, 2013 at $35.00		20		(2,600	)
				(3,300	)
Jarden Corp.
Expiring January, 2013 at $50.00		50		(3,250	)
L-3 Communications Holdings, Inc.
Expiring January, 2013 at $70.00		10		(300	)
Macquarie Infrastructure Co. LLC
Expiring January, 2013 at $40.00		60		(600	)
PartnerRe, Ltd.
Expiring February, 2013 at $80.00		30		(6,750	)
Regeneron Pharmaceuticals, Inc.
Expiring January, 2013 at $140.00		15		(825	)
Expiring February, 2013 at $160.00		15		(10,650	)
				(11,475	)
Time Warner Cable, Inc.
Expiring January, 2013 at $90.00		25		(500	)

87 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Bridgeway Managed Volatility Fund SCHEDULE OF OPTIONS WRITTEN (continued)

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Company	Number of Contracts		Value
Put Options Written (continued)
Westlake Chemical Corp.
Expiring January, 2013 at $66.25		45	$	(1,575	)
Weyerhaeuser Co.
Expiring April, 2013 at $28.00		15		(2,700	)
TOTAL PUT OPTIONS WRITTEN — (0.55%)				(130,985	)
(Premiums received $(176,458))
TOTAL OPTIONS WRITTEN — (1.28%)			$	(305,629	)
(Premiums received $(378,382))
Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):

	Assets Table
	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices			Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	13,386,623		$	—	$	—	$	13,386,623
U.S. Government Obligations		—			9,623,525		—		9,623,525
Money Market Fund		—			1,362,792		—		1,362,792
TOTAL	$	13,386,623		$	10,986,317	$	—	$	24,372,940
	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	$	(305,629	)	$	—	$	—	$	(305,629	)
TOTAL	$	(305,629	)	$	—	$	—	$	(305,629	)
See Notes to Financial Statements.

www.bridgeway.com 88

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2012 (Unaudited)

ASSETS	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market			Small-Cap Momentum
Investments at value	$	205,059,169		$	104,123,662		$	276,849,201		$	2,234,532
Receivables:
Portfolio securities sold		7,623,970			1,650,226			7,094,267			19,787
Fund shares sold		15,052			250			250,120			-
Dividends and interest		110,001			178,662			242,640			1,761
Receivable from investment adviser		-			-			-			9,528
Total return swap		1,927			6,186			-			-
Prepaid expenses		24,414			12,685			35,632			6,883
Total assets		212,834,533			105,971,671			284,471,860			2,272,491
LIABILITIES
Payables:
Portfolio securities purchased		5,600,882			897,828			381,185			25,527
Fund shares redeemed		666,205			191,975			697,485			2,865
Total return swap		-			-			47,298			-
Due to broker		-			-			-			-
Loan payable		1,808,000			-			5,661,000			-
Accrued Liabilities:
Investment adviser fees		54,842			79,298			102,501			-
Administration fees		6,508			3,295			8,924			70
Directors’ fees		3,853			1,943			6,307			43
Other		162,108			48,085			171,761			23,819
Call options written at value		-			-			-			-
Put options written at value		-			-			-			-
Total liabilities		8,302,398			1,222,424			7,076,461			52,324
NET ASSETS	$	204,532,135		$	104,749,247		$	277,395,399		$	2,220,167
NET ASSETS REPRESENT
Paid-in capital	$	384,882,595		$	91,534,476		$	210,399,953		$	2,094,529
Undistributed (distributions in excess of) net investment income		421,698			1,249,643			(1,704,110	)		72
Accumulated net realized gain (loss) on investments		(201,688,286	)		(2,470,695	)		19,727,875			(10,597	)
Net unrealized appreciation on investments		20,916,128			14,435,823			48,971,681			136,163
NET ASSETS	$	204,532,135		$	104,749,247		$	277,395,399		$	2,220,167
Shares of common stock outstanding of $.001 par value*		5,578,820			3,452,898			22,187,998			209,490
Net asset value, offering price and redemption price per share	$	36.66		$	30.34		$	12.50(a	)	$	10.60(a	)
Total investments at cost	$	184,143,041		$	89,694,025		$	227,877,520		$	2,098,369
Premiums received on call options written	$	-		$	-		$	-		$	-
Premiums received on put options written	$	-		$	-		$	-		$	-

* See Note1 - Organization in the Notes to Financial Statements for shares authorized for each Fund.

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

See Notes to Financial Statements.

89 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Small-Cap Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
$	27,712,459		$	78,796,927		$	44,735,005		$	242,294,613		$	24,372,940
	327,880			-			-			908,128			16,044
	265			49,494			300			109,577			15,487
	10,228			49,954			19,991			255,842			16,502
	-			-			-			10,383			-
	794			-			-			-			-
	12,579			16,949			14,203			26,229			10,628
	28,064,205			78,913,324			44,769,499			243,604,772			24,431,601
	-			-			-			1,042,041			25,050
	109,724			753,621			60,826			261,042			-
	-			454			2,603			-			-
	-			-			-			-			192,820
	236,000			-			-			-			-
	5,959			33,653			12,078			-			5,537
	901			2,514			1,430			8,070			781
	682			1,236			1,062			5,761			504
	36,326			51,307			40,133			64,969			37,904
	-			-			-			-			174,644
	-			-			-			-			130,985
	389,592			842,785			118,132			1,381,883			568,225
$	27,674,613		$	78,070,539		$	44,651,367		$	242,222,889		$	23,863,376
$	52,998,591		$	121,173,353		$	70,297,088		$	215,887,034		$	25,739,203
	223,623			100,696			(48,864	)		483			65,097
	(28,435,929	)		(51,705,849	)		(32,456,888	)		(51,186,829	)		(5,560,970	)
	2,888,328			8,502,339			6,860,031			77,522,201			3,620,046
$	27,674,613		$	78,070,539		$	44,651,367		$	242,222,889		$	23,863,376
	2,275,634			4,846,416			3,183,464			29,131,875			1,965,999
$	12.16		$	16.11		$	14.03		$	8.31		$	12.14
$	24,824,925		$	70,294,588		$	37,874,974		$	164,772,412		$	20,825,647
$	-		$	-		$	-		$	-		$	201,924
$	-		$	-		$	-		$	-		$	176,458

www.bridgeway.com 90

STATEMENTS OF OPERATIONS

Six Months Ended December 31, 2012 (Unaudited)

	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market			Small-Cap Momentum
INVESTMENT INCOME
Dividends	$	3,359,019		$	1,426,863		$	3,843,828		$	32,427
Less: foreign taxes withheld		(9,147	)		(1,399	)		-			-
Interest		-			-			-			-
Securities lending		17,313			448,103			818,473			2,510
Total Investment Income		3,367,185			1,873,567			4,662,301			34,937
EXPENSES
Investment advisory fees - Base fees		947,937			468,647			736,077			5,930
Investment advisory fees - Performance adjustment		(562,723	)		-			-			-
Administration fees		40,272			19,914			56,305			412
Accounting fees		36,909			32,960			53,816			28,228
Transfer agent fees		119,526			33,123			73,238			16,145
Audit fees		16,268			10,264			21,284			4,678
Legal fees		23,663			11,729			34,115			236
Custody fees		4,205			9,088			14,307			7,220
Blue sky fees		10,689			5,280			12,073			9,875
Directors’ and officers’ fees		18,535			8,959			26,110			185
Shareholder servicing fees		90,809			10,717			127,484			130
Reports to shareholders		30,066			5,541			27,183			145
Miscellaneous expenses		32,210			15,235			47,553			310
Total Expenses		808,366			631,457			1,229,545			73,494
Less investment advisory fees waived		-			-			(125,430	)		(5,930	)
Less expense reimbursed by investment adviser		-			-			-			(57,860	)
Net Expenses		808,366			631,457			1,104,115			9,704
NET INVESTMENT INCOME		2,558,819			1,242,110			3,558,186			25,233
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		8,485,553			4,155,096			41,409,323			131,093
Written options		-			-			-			-
Futures contracts		-			-			-			-
Swaps		284,361			199,573			(61,471	)		-
Net Realized Gain		8,769,914			4,354,669			41,347,852			131,093
Change in Unrealized Appreciation (Depreciation) on:
Investments		12,157,783			4,305,492			(30,124,686	)		(20,886	)
Written options		-			-			-			-
Swaps		-			6,186			(11,563	)		-
Net Change in Unrealized Appreciation (Depreciation)		12,157,783			4,311,678			(30,136,249	)		(20,886	)
Net Realized and Unrealized Gain on Investments		20,927,697			8,666,347			11,211,603			110,207
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	23,486,516		$	9,908,457		$	14,769,789		$	135,440

See Notes to Financial Statements.

91 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Small-Cap Growth			Small-Cap Value			Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
$	393,365		$	1,527,795		$	610,471		$	3,455,663		$	153,479
	-			-			-			-			-
	-			-			-			-			22,143
	32,053			39,511			441			-			326
	425,418			1,567,306			610,912			3,455,663			175,948
	93,261			221,977			118,512			106,718			70,747
	(18,055	)		(36,426	)		(21,190	)		-			-
	5,944			14,141			9,065			51,016			4,512
	23,552			27,023			24,937			38,990			26,636
	27,378			35,724			28,398			24,877			19,349
	6,336			8,457			7,277			19,795			8,388
	3,614			7,854			5,615			30,788			12,297
	1,505			2,233			1,422			2,780			3,365
	10,670			11,158			10,945			12,666			10,609
	2,778			6,075			4,261			23,745			2,038
	12,066			24,302			17,445			16,385			6,456
	5,324			9,628			6,653			8,670			1,872
	5,194			10,346			7,678			44,501			3,539
	179,567			342,492			221,018			380,931			169,808
	(33,498	)		-			(21,971	)		(106,718	)		(58,971	)
	-			-			-			(74,116	)		-
	146,069			342,492			199,047			200,097			110,837
	279,349			1,224,814			411,865			3,255,566			65,111
	1,029,318			3,878,084			1,007,349			8,507,486			918,306
	-			-			-			-			(47,606	)
	-			-			-			-			(315,192	)
	5,318			195,693			30,381			-			-
	1,034,636			4,073,777			1,037,730			8,507,486			555,508
	88,428			2,160,193			1,710,273			705,881			(62,456	)
	-			-			-			-			(79,443	)
	794			(33,837	)		(17,951	)		-			-
	89,222			2,126,356			1,692,322			705,881			(141,899	)
	1,123,858			6,200,133			2,730,052			9,213,367			413,609
$	1,403,207		$	7,424,947		$	3,141,917		$	12,468,933		$	478,720

www.bridgeway.com 92

STATEMENTS OF CHANGES IN NET ASSETS

	Aggressive Investors 1						Ultra-Small Company
	Six Months Ended December 31, 2012			Year Ended June 30, 2012			Six Months Ended December 31, 2012			Year Ended June 30, 2012
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income	$	2,558,819		$	1,789,938		$	1,242,110		$	397,016
Net realized gain (loss) on investments		8,769,914			(792,928	)		4,354,669			(76,958	)
Net change in unrealized appreciation (depreciation) on investments		12,157,783			(2,850,409	)		4,311,678			(3,883,528	)
Net increase (decrease) in net assets resulting from operations		23,486,516			(1,853,399	)		9,908,457			(3,563,470	)
DISTRIBUTIONS:
From net investment income		(2,292,186	)		(3,284,990	)		(62,868	)		(1,269,925	)
From net realized gains		-			-			-			-
Net decrease in net assets from distributions		(2,292,186	)		(3,284,990	)		(62,868	)		(1,269,925	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		2,398,500			3,496,461			680,411			1,268,349
Proceeds from conversion of shares*		-			118,655,804			-			18,444,305
Reinvestment of distributions		2,181,600			3,097,726			59,092			1,200,763
Cost of shares redeemed		(27,252,180	)		(20,858,925	)		(7,945,456	)		(8,403,947	)
Redemption fees		-			-			-			-
Net increase (decrease) in net assets resulting from share transactions		(22,672,080	)		104,391,066			(7,205,953	)		12,509,470
Net increase (decrease) in net assets		(1,477,750	)		99,252,677			2,639,636			7,676,075
NET ASSETS:
Beginning of period		206,009,885			106,757,208			102,109,611			94,433,536
End of period**	$	204,532,135		$	206,009,885		$	104,749,247		$	102,109,611
SHARES ISSUED & REDEEMED
Issued		67,673			106,700			23,608			47,559
Share conversions		-			3,846,030			-			734,641
Distributions reinvested		59,607			99,645			1,946			49,214
Redeemed		(767,564	)		(628,812	)		(276,017	)		(312,634	)
Net increase (decrease)		(640,284	)		3,423,563			(250,463	)		518,780
Outstanding at beginning of period		6,219,104			2,795,541			3,703,361			3,184,581
Outstanding at end of period		5,578,820			6,219,104			3,452,898			3,703,361
** Including undistributed (distributions in excess of) net    investment income of:	$	421,698		$	155,065		$	1,249,643		$	70,401

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

See Notes to Financial Statements.

93 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Ultra-Small Company Market						Small-Cap Momentum
Six Months Ended December 31,  2012			Year Ended June 30, 2012			Six Months Ended December 31,  2012			Year Ended June 30, 2012
(Unaudited)						(Unaudited)
$	3,558,186		$	2,745,731		$	25,233		$	9,979
	41,347,852			33,820,067			131,093			78,352
	(30,136,249	)		(38,783,336	)		(20,886	)		(135,060	)
	14,769,789			(2,217,538	)		135,440			(46,729	)
	(7,601,593	)		(3,451,142	)		(35,238	)		(1,843	)
	(48,273,139	)		(13,433,187	)		(217,605	)		(287,704	)
	(55,874,732	)		(16,884,329	)		(252,843	)		(289,547	)
	20,489,106			33,789,669			600,817			358,332
	-			-			-			-
	49,916,712			15,234,587			252,588			289,325
	(54,361,211	)		(121,461,084	)		(586,029	)		(1,245,596	)
	23,697			87,977			-			2,022
	16,068,304			(72,348,851	)		267,376			(595,917	)
	(25,036,639	)		(91,450,718	)		149,973			(932,193	)
	302,432,038			393,882,756			2,070,194			3,002,387
$	277,395,399		$	302,432,038		$	2,220,167		$	2,070,194
	1,391,688			2,508,563			52,119			32,696
	-			-			-			-
	3,990,145			1,217,793			23,965			28,505
	(3,808,468	)		(8,780,831	)		(50,599	)		(112,849	)
	1,573,365			(5,054,475	)		25,485			(51,648	)
	20,614,633			25,669,108			184,005			235,653
	22,187,998			20,614,633			209,490			184,005
$	(1,704,110	)	$	2,339,297		$	72		$	10,077

www.bridgeway.com 94

STATEMENTS OF CHANGES IN NET ASSETS (continued)

	Small-Cap Growth						Small-Cap Value
	Six Months Ended December 31,  2012			Year Ended June 30, 2012			Six Months Ended December 31,  2012			Year Ended June 30, 2012
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income (loss)	$	279,349		$	(49,714	)	$	1,224,814		$	827,026
Net realized gain on investments		1,034,636			3,903,999			4,073,777			9,541,977
Net change in unrealized appreciation (depreciation) on investments		89,222			(7,041,109	)		2,126,356			(12,240,156	)
Net increase (decrease) in net assets resulting from operations		1,403,207			(3,186,824	)		7,424,947			(1,871,153	)
DISTRIBUTIONS:
From net investment income		-			(3,204	)		(1,722,036	)		(989,896	)
Net decrease in net assets from distributions		-			(3,204	)		(1,722,036	)		(989,896	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		291,029			1,921,059			15,117,867			5,706,702
Reinvestment of distributions		-			3,057			1,624,584			932,539
Cost of shares redeemed		(5,797,884	)		(13,672,329	)		(11,984,669	)		(29,882,098	)
Net increase (decrease) in net assets resulting from share transactions		(5,506,855	)		(11,748,213	)		4,757,782			(23,242,857	)
Net increase (decrease) in net assets		(4,103,648	)		(14,938,241	)		10,460,693			(26,103,906	)
NET ASSETS:
Beginning of period		31,778,261			46,716,502			67,609,846			93,713,752
End of period*	$	27,674,613		$	31,778,261		$	78,070,539		$	67,609,846
SHARES ISSUED & REDEEMED
Issued		24,112			167,955			941,778			411,311
Distributions reinvested		-			289			100,780			71,404
Redeemed		(481,302	)		(1,198,273	)		(756,703	)		(2,121,083	)
Net increase (decrease)		(457,190	)		(1,030,029	)		285,855			(1,638,368	)
Outstanding at beginning of period		2,732,824			3,762,853			4,560,561			6,198,929
Outstanding at end of period		2,275,634			2,732,824			4,846,416			4,560,561
* Including undistributed (distributions in excess of) net investment income of:	$	223,623		$	(55,726	)	$	100,696		$	597,918

See Notes to Financial Statements.

95 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Large-Cap Growth						Blue Chip 35 Index						Managed Volatility
Six Months Ended December 31,  2012			Year Ended June 30, 2012			Six Months Ended December 31,  2012			Year Ended June 30, 2012			Six Months Ended December 31,  2012			Year Ended June 30, 2012
(Unaudited)						(Unaudited)						(Unaudited)
$	411,865		$	364,465		$	3,255,566		$	7,242,042		$	65,111		$	99,886
	1,037,730			4,576,504			8,507,486			12,676,449			555,508			947,143
	1,692,322			(5,366,090	)		705,881			11,937,364			(141,899	)		(258,665	)
	3,141,917			(425,121	)		12,468,933			31,855,855			478,720			788,364
	(610,529	)		(342,838	)		(6,835,196	)		(7,110,502	)		(99,887	)		(151,314	)
	(610,529	)		(342,838	)		(6,835,196	)		(7,110,502	)		(99,887	)		(151,314	)
	673,453			2,710,341			18,030,579			115,003,984			4,476,416			4,643,420
	577,615			323,763			6,403,524			6,478,915			93,246			147,905
	(7,574,604	)		(12,300,164	)		(52,005,557	)		(213,632,698	)		(4,790,364	)		(10,969,395	)
	(6,323,536	)		(9,266,060	)		(27,571,454	)		(92,149,799	)		(220,702	)		(6,178,070	)
	(3,792,148	)		(10,034,019	)		(21,937,717	)		(67,404,446	)		158,131			(5,541,020	)
	48,443,515			58,477,534			264,160,606			331,565,052			23,705,245			29,246,265
$	44,651,367		$	48,443,515		$	242,222,889		$	264,160,606		$	23,863,376		$	23,705,245
	48,850			211,030			2,121,087			15,067,275			367,772			408,226
	41,258			27,230			765,972			902,356			7,600			13,229
	(541,813	)		(972,552	)		(6,111,793	)		(27,262,476	)		(395,137	)		(960,731	)
	(451,705	)		(734,292	)		(3,224,734	)		(11,292,845	)		(19,765	)		(539,276	)
	3,635,169			4,369,461			32,356,609			43,649,454			1,985,764			2,525,040
	3,183,464			3,635,169			29,131,875			32,356,609			1,965,999			1,985,764
$	(48,864	)	$	149,800		$	483		$	3,580,113		$	65,097		$	99,873

www.bridgeway.com 96

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout the period indicated)

			Income from Investment Operations
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gain\(Loss)			Total from Investment Operations
AGGRESSIVE INVESTORS 1
Period Ended December 31, 2012 (Unaudited)	$	33.13	$	0.43		$	3.51		$	3.94
Year Ended June 30, 2012		38.19		0.62			(4.37	)		(3.75	)
Year Ended June 30, 2011		27.67		0.51			10.72			11.23
Year Ended June 30, 2010		25.93		0.58			1.40			1.98
Year Ended June 30, 2009		53.96		0.30			(28.00	)		(27.70	)
Year Ended June 30, 2008		61.90		(0.59	)		3.14			2.55
ULTRA-SMALL COMPANY
Period Ended December 31, 2012 (Unaudited)		27.57		0.35			2.44			2.79
Year Ended June 30, 2012		29.65		0.13			(1.79	)		(1.66	)
Year Ended June 30, 2011		22.94		0.07			6.83			6.90
Year Ended June 30, 2010		19.76		0.19			3.22			3.41
Year Ended June 30, 2009		24.59		0.23			(5.03	)		(4.80	)
Year Ended June 30, 2008		37.65		0.03			(8.67	)		(8.64	)
ULTRA-SMALL COMPANY MARKET
Period Ended December 31, 2012 (Unaudited)		14.67		0.18			0.59			0.77
Year Ended June 30, 2012		15.34		0.12			(0.09	)		0.03
Year Ended June 30, 2011		11.72		0.12			3.65			3.77
Year Ended June 30, 2010		10.50		0.14			1.25			1.39
Year Ended June 30, 2009		15.33		0.14			(3.88	)		(3.74	)
Year Ended June 30, 2008		20.36		0.14			(4.49	)		(4.35	)
SMALL-CAP MOMENTUM
Period Ended December 31, 2012 (Unaudited)		11.25		0.14			0.57			0.71
Year Ended June 30, 2012		12.74		0.04			(0.35	)		(0.31	)
Year Ended June 30, 2011		9.33		0.09			3.40			3.49
Period Ended June 30, 2010(f)		10.00		-(e)			(0.67	)		(0.67	)

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

(b) Annualized for periods less than one year.

(c) For the years ended June 30, 2009, June 30, 2010, June 30, 2011 and June 30, 2012 and the period ended December 31, 2012, the expense ratio was significantly lower than past years due to a negative performance adjustment to the investment advisory fee. Please refer to the Statements of Operations and Note 3 of the Notes to Financial Statements for further information. The rate shown may not be indicative of the rate going forward.

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

(e) Amount represents less than $0.005.

(f) Commenced operations on May 28, 2010.

See Notes to Financial Statements.

97 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Less Distributions             to Shareholders from:																	Ratios & Supplemental Data
Net Realized Gain			Net Investment Income			Total Distributions			Paid in Capital from Redemption Fees(a)			Net Asset Value, End of Period		Total Return			Net Assets End of Period (000’s)		Expenses Before Waivers and Reimburse- ments(b)			Expenses After Waivers and Reimburse- ments(b)			Net Investment Income (Loss) After Waivers and Reimburse- ment(b)			Portfolio Turnover Rate
$	-		$	(0.41	)	$	(0.41	)	$	-		$	36.66		11.92	%	$	204,532		0.77	%(c)		0.77	%		2.43	%		83	%
	-			(1.31	)		(1.31	)		-			33.13		(9.57	%)		206,010		(0.04	%)(c)		(0.04	%)		1.86	%		125	%
	-			(0.71	)		(0.71	)		-			38.19		40.81	%		106,757		(0.41	%)(c)		(0.41	%)		1.49	%		107	%
	-			(0.24	)		(0.24	)		-			27.67		7.56	%		93,008		(0.51	%)(c)		(0.51	%)		1.94	%		118	%
	(0.33	)		-			(0.33	)		-			25.93		(51.31	%)		115,835		0.34	%(c)		0.34	%		0.97	%		134	%
	(10.49	)		-			(10.49	)		-			53.96		3.54	%(d)		338,715		1.78	%		1.78	%		(1.03	%)		142	%
	-			(0.02	)		(0.02	)		-			30.34		10.11	%		104,749		1.21	%		1.21	%		2.39	%		47	%
	-			(0.42	)		(0.42	)		-			27.57		(5.41	%)		102,110		1.22	%		1.22	%		0.49	%		93	%
	-			(0.19	)		(0.19	)		-			29.65		30.12	%		94,434		1.18	%		1.18	%		0.27	%		110	%
	-			(0.23	)		(0.23	)		-			22.94		17.26	%		81,582		1.17	%		1.17	%		0.83	%		133	%
	-			(0.03	)		(0.03	)		-			19.76		(19.48	%)		73,708		1.16	%		1.16	%		1.23	%		90	%
	(4.31	)		(0.11	)		(4.42	)		-			24.59		(24.59	%)(d)		94,933		1.07	%		1.07	%		0.10	%		102	%
	(2.54	)		(0.40	)		(2.94	)		-	(e)		12.50		5.21	%(d)		277,395		0.84	%		0.75	%		2.42	%		24	%
	(0.56	)		(0.14	)		(0.70	)		-	(e)		14.67		1.05	%(d)		302,432		0.83	%		0.75	%		0.86	%		31	%
	-			(0.15	)		(0.15	)		-	(e)		15.34		32.22	%(d)		393,883		0.79	%		0.75	%		0.82	%		42	%
	-			(0.17	)		(0.17	)		-	(e)		11.72		13.30	%(d)		343,668		0.77	%		0.75	%		1.18	%		48	%
	(0.89	)		(0.21	)		(1.10	)		0.01			10.50		(23.47	%)(d)		342,923		0.79	%		0.75	%		1.27	%		42	%
	(0.65	)		(0.04	)		(0.69	)		0.01			15.33		(21.72	%)(d)		721,412		0.66	%		0.66	%		0.79	%		29	%
	(1.17	)		(0.19	)		(1.36	)		-			10.60		6.36	%(d)		2,220		6.82	%		0.90	%		2.34	%		153	%
	(1.18	)		(0.01	)		(1.19	)		0.01			11.25		(1.40	%)(d)		2,070		5.73	%		0.90	%		0.38	%		230	%
	-			(0.08	)		(0.08	)		-	(e)		12.74		37.49	%(d)		3,002		5.43	%		0.90	%		0.79	%		272	%
	-			-			-			-			9.33		(6.70	%)(d)		1,888		11.24	%		0.90	%		0.50	%		3	%

www.bridgeway.com 98

FINANCIAL HIGHLIGHTS (continued)

(for a share outstanding throughout the period indicated)

			Income from Investment  Operations
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)(a)			Net Realized and Unrealized Gain\(Loss)			Total from Investment Operations
SMALL-CAP GROWTH
Period Ended December 31, 2012 (Unaudited)	$	11.63	$	0.11		$	0.42		$	0.53
Year Ended June 30, 2012		12.42		(0.02	)		(0.77	)		(0.79	)
Year Ended June 30, 2011		9.14		(0.01	)		3.31			3.30
Year Ended June 30, 2010		8.46		0.02			0.70			0.72
Year Ended June 30, 2009		13.95		0.03			(5.52	)		(5.49	)
Year Ended June 30, 2008		16.01		(0.03	)		(2.03	)		(2.06	)
SMALL-CAP VALUE
Period Ended December 31, 2012 (Unaudited)		14.82		0.26			1.39			1.65
Year Ended June 30, 2012		15.12		0.15			(0.26	)		(0.11	)
Year Ended June 30, 2011		11.45		0.14			3.60			3.74
Year Ended June 30, 2010		9.73		0.07			1.72			1.79
Year Ended June 30, 2009		15.86		0.08			(6.14	)		(6.06	)
Year Ended June 30, 2008		18.74		0.03			(2.91	)		(2.88	)
LARGE-CAP GROWTH
Period Ended December 31, 2012 (Unaudited)		13.33		0.12			0.77			0.89
Year Ended June 30, 2012		13.38		0.09			(0.05	)		0.04
Year Ended June 30, 2011		10.17		0.06			3.22			3.28
Year Ended June 30, 2010		9.06		0.06			1.11			1.17
Year Ended June 30, 2009		13.73		0.06			(4.66	)		(4.60	)
Year Ended June 30, 2008		14.12		0.06			(0.41	)		(0.35	)
BLUE CHIP 35 INDEX
Period Ended December 31, 2012 (Unaudited)		8.16		0.10			0.29			0.39
Year Ended June 30, 2012		7.60		0.17			0.55			0.72
Year Ended June 30, 2011		6.18		0.15			1.39			1.54
Year Ended June 30, 2010		5.66		0.13			0.52			0.65
Year Ended June 30, 2009		7.21		0.15			(1.51	)		(1.36	)
Year Ended June 30, 2008		8.52		0.19			(1.39	)		(1.20	)

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

(b) Annualized for periods less than one year.

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

(d) Amount represents less than $0.005.

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

See Notes to Financial Statements.

99 Semi-Annual Report  |  December 31, 2012 (Unaudited)

Less Distributions         to Shareholders from:													Ratios & Supplemental Data
Net Realized Gain		Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return			Net Assets End of Year (000’s)		Expenses Before Waivers and Reimburse- ments(b)			Expenses After Waivers and Reimburse- ments(b)			Net Investment Income (Loss) After Waivers and Reimburse- ments(b)			Portfolio Turnover Rate
$	-	$	-		$	-		$	12.16		4.56	%(c)	$	27,675		1.16	%		0.94	%		1.80	%		32	%
	-		-	(d)		-	(d)		11.63		(6.35	%)(c)		31,778		1.08	%		0.94	%		(0.14	%)		63	%
	-		(0.02	)		(0.02	)		12.42		36.17	%(c)		46,717		0.98	%		0.94	%		(0.12	%)		87	%
	-		(0.04	)		(0.04	)		9.14		8.44	%		57,011		0.93	%		0.93	%		0.21	%		87	%
	-		-			-			8.46		(39.35	%)		71,697		0.94	%		0.94	%		0.29	%		75	%
	-		-			-			13.95		(12.87	%)(c)		144,668		0.87	%		0.87	%		(0.20	%)		63	%
	-		(0.36	)		(0.36	)		16.11		11.11	%		78,071		0.93	%		0.93	%		3.31	%		31	%
	-		(0.19	)		(0.19	)		14.82		(0.59	%)(c)		67,610		0.99	%		0.94	%		1.10	%		49	%
	-		(0.07	)		(0.07	)		15.12		32.73	%		93,714		0.87	%		0.87	%		1.03	%		84	%
	-		(0.07	)		(0.07	)		11.45		18.35	%		108,701		0.91	%		0.91	%		0.64	%		81	%
	-		(0.07	)		(0.07	)		9.73		(38.15	%)		132,229		0.92	%		0.92	%		0.75	%		83	%
	-		-			-			15.86		(15.37	%)(c)		331,648		0.83	%		0.83	%		0.18	%		73	%
	-		(0.19	)		(0.19	)		14.03		6.71	%(c)		44,651		0.93	%		0.84	%		1.74	%		30	%
	-		(0.09	)		(0.09	)		13.33		0.37	%(c)		48,444		0.92	%		0.84	%		0.74	%		55	%
	-		(0.07	)		(0.07	)		13.38		32.31	%(c)		58,478		0.86	%		0.84	%		0.47	%		65	%
	-		(0.06	)		(0.06	)		10.17		12.89	%(c)		58,409		0.86	%		0.84	%		0.55	%		40	%
	-		(0.07	)		(0.07	)		9.06		(33.43	%)		70,534		0.82	%		0.82	%		0.63	%		49	%
	-		(0.04	)		(0.04	)		13.73		(2.50	%)(c)		174,813		0.71	%		0.71	%		0.39	%		37	%
	-		(0.24	)		(0.24	)		8.31		4.76	%(c)		242,223		0.29	%		0.15	%		2.44	%		7	%
	-		(0.16	)		(0.16	)		8.16		9.72	%(c)		264,161		0.29	%		0.15	%		2.28	%		33	%
	-		(0.12	)		(0.12	)		7.60		25.10	%(c)		331,565		0.27	%		0.15	%		2.09	%		19	%
	-		(0.13	)		(0.13	)		6.18		11.25	%(c)(e)		222,586		0.27	%		0.15	%		1.99	%		28	%
	-		(0.19	)		(0.19	)		5.66		(18.77	%)(c)		188,012		0.25	%		0.15	%		2.58	%		86	%
	-		(0.11	)		(0.11	)		7.21		(14.28	%)(c)		250,988		0.22	%		0.15	%		2.35	%		12	%

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FINANCIAL HIGHLIGHTS (continued)

(for a share outstanding throughout the period indicated)

			Income from Investment  Operations
	Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain\(Loss)			Total from Investment Operations
MANAGED VOLATILITY
Period Ended December 31, 2012 (Unaudited)		$11.94		$0.03		$0.22			$0.25
Year Ended June 30, 2012		11.58		0.04		0.39			0.43
Year Ended June 30, 2011		10.23		0.07		1.37			1.44
Year Ended June 30, 2010		10.19		0.10		0.08			0.18
Year Ended June 30, 2009		12.58		0.18		(1.69	)		(1.51	)
Year Ended June 30, 2008		12.95		0.29		(0.49	)		(0.20	)

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

(b) Annualized for periods less than one year.

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

See Notes to Financial Statements.

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Less Distributions             to  Shareholders from												Ratios & Supplemental Data
Net Realized Gain	Net Investment Income			Total Distributions			Net Asset Value, End of Period		Total Return			Net Assets End of Year (000’s)		Expenses Before Waivers and Reimburse- ments(b)			Expenses After Waivers and Reimburse- ments(b)			Net Investment Income After Waivers and Reimburse- ments(b)			Portfolio Turnover Rate
$         -	$	(0.05	)	$	(0.05	)	$	12.14		2.10	%(c)	$	23,863		1.44	%		0.94	%		0.55	%		24	%
-		(0.07	)		(0.07	)		11.94		3.74	%(c)		23,705		1.43	%		0.94	%		0.39	%		41	%
-		(0.09	)		(0.09	)		11.58		14.15	%(c)		29,246		1.22	%		0.94	%		0.63	%		34	%
-		(0.14	)		(0.14	)		10.23		1.67	%(c)		33,684		1.05	%		0.94	%		0.91	%		33	%
(0.52)		(0.36	)		(0.88	)		10.19		(11.66	%)(c)		47,299		1.01	%		0.94	%		1.72	%		51	%
-		(0.17	)		(0.17	)		12.58		(1.57	%)(c)		75,417		0.88	%		0.88	%		2.23	%		44	%

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NOTES TO FINANCIAL STATEMENTS

December 31, 2012 (Unaudited)

1. Organization:

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

Bridgeway is organized as a series fund, with 11 investment funds as of December 31, 2012 (each, a “Fund” and collectively, the “Funds”): Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value, Large-Cap Growth, Blue Chip 35 Index and Managed Volatility Funds are presented in this report. The Omni Tax-Managed Small-Cap Value Fund and the Omni Small-Cap Value Fund are included in a separate report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of December 31, 2012, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip 35 Index Fund. 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Ultra-Small Company Market, Omni Tax-Managed Small-Cap Value, Omni Small-Cap Value, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value and Large-Cap Growth Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

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

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

The Aggressive Investors 1 Fund seeks to exceed the stock market total return (primarily through capital appreciation) at a level of total risk roughly equal to that of the stock market over longer periods of time (three year intervals or more).

The Ultra-Small Company, Ultra-Small Company Market, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value and Large-Cap Growth Funds seek to provide a long-term total return on capital, primarily through capital appreciation.

The Blue Chip 35 Index Fund seeks to provide long-term total return on capital, primarily through capital appreciation, but also some income.

The Managed Volatility Fund seeks to provide a high current return with short-term risk less than or equal to 40% of the stock market.

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

On May 30, 2012, the shareholders of the Aggressive Investors 2 Fund and the Micro-Cap Limited Fund (the “Merged Funds”) approved an Agreement and Plan of Reorganization (the “Plan”) which provided for the transfer of all of the assets of the Merged Funds, listed in the table below, for shares of the respective acquiring funds, listed in the table below, and assumption of the liabilities of the Merged Funds. The acquisition was accomplished by a tax-free exchange of shares on June 4, 2012. For financial reporting purposes, assets received and shares issued by the Aggressive Investors 1 Fund and the Ultra-Small Company Fund were recorded at fair value; however, the cost basis of the investments received from the Aggressive Investors 2 Fund and the Micro-Cap Limited Fund was carried forward to align ongoing reporting of the Aggressive Investors 1 Fund’s and the Ultra-Small Company Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

Merged Fund	Shares		Acquiring Fund	Shares		Value
Aggressive Investors 2		9,545,121	Aggressive Investors 1		3,846,030	$	118,655,804
Micro-Cap Limited		3,111,172	Ultra-Small Company		734,641		18,444,305

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

2. Significant Accounting Policies:

The following summary of significant accounting policies, followed in the preparation of the financial statements of the Funds, are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Securities, Options, Futures and Other Investments Valuation Other than options, portfolio securities that are principally traded on a national securities exchange are valued at their last sale price on the principal exchange on which they are traded prior to the close of the New York Stock Exchange (“NYSE”), on each day the NYSE is open for business. If there is no closing price on the NYSE, the portfolio security will be valued using a composite price, which is defined as the last price for the security on any exchange. Portfolio securities other than options that are principally traded on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”). In the absence of recorded sales on their home exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions.

Short-term fixed income securities having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Options are valued at the close if there is trading volume and if there is no trading volume, the bid on long positions and ask on the short positions. Other investments for which no sales are reported are valued at the latest bid price in accordance with the pricing policy established by the Board of Directors.

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

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

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

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

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

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

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs are classified as Level 2 prices. These generally include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds and less liquid listed equity securities. As investments whose values are classified as Level 2 prices include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Money market fund investments consist of mutual funds which invest primarily in securities that are valued at amortized cost, a Level 2 investment. Therefore, the money market funds are classified as Level 2 investments. The Funds’ total return swap values are derived by applying observable inputs to the outstanding notional values and are therefore classified as Level 2 investments also.

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December 31, 2012 (Unaudited)

• Level 3 — significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments)

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the Funds’ results of operations.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of December 31, 2012 is included with each Fund’s Schedule of Investments.

The Funds’ policy is to recognize transfers into, and transfers out of, each level of hierarchy as of the beginning of the reporting period. For the period ended December 31, 2012, there were no transfers between Level 1 and Level 2 in any of the Funds. Details regarding transfers into, and transfers out of, Level 3 can be found at the end of each Schedule of Investments for Funds that hold Level 3 securities.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements.

Securities LendingUpon lending its securities to third parties, each Fund receives compensation in the form of fees. A Fund also continues to receive dividends on the securities loaned. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. Gain or loss in the fair value of the securities loaned that may occur during the term of the loan will be for the account of a Fund. 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.

As of December 31, 2012, the Funds had securities on loan and related collateral with values shown below:

Bridgeway Fund	Securities on Loan Value		Value of Collateral
Aggressive Investors 1		$14,052,360		$14,017,246
Ultra-Small Company		14,406,673		14,540,688
Ultra-Small Company Market		31,076,493		31,683,008
Small-Cap Momentum		201,502		202,506
Small-Cap Growth		2,737,291		2,759,681
Small-Cap Value		7,322,072		7,390,895
Large-Cap Growth		937,562		908,030
Managed Volatility		62,592		62,949

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. Aggressive Investors 1, Ultra-Small Company, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value, Large-Cap Growth and Managed Volatility Funds obtained additional collateral on the following business day after the period end to ensure the securities on loan were adequately collateralized. As of December 31, 2012 the collateral consisted of an institutional money market fund.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

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

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

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

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

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

Derivatives

The Funds’ use of derivatives for the period ended December 31, 2012 was limited to futures contracts, total return swaps and written options. The following is a summary of how these derivatives are treated in the financial statements and their impact on the Funds.

		Asset Derivatives			Liability Derivatives
Fund/Financial Instrument Type	Type of Derivative	Location on Statement of Assets and Liabilities	Value		Location on Statement of Assets and Liabilities	Value
Ultra-Small Company
Other	Swap	Receivable, Total return
		swap	$	6,186		$	-
Small-Cap Growth
Other	Swap	Receivable, Total return
		swap		794			-
Managed Volatility
Equity Contracts	Written
	Option			-	Call Options Written at value		174,644
					Put Options Written at value		130,985

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NOTES TO FINANCIAL STATEMENTS (continued)

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Fund/Financial Instrument Type	Type of Derivative	Location of Gain (Loss) on Derivatives Recognized in Income	Amount of Realized Gain (Loss)			Amount of Unrealized Gain (Loss)
Aggressive Investors 1
Other	Swap	Realized Gain (Loss) on Swaps	$	284,361
		Change in Unrealized Appreciation (Depreciation)on Swaps				$	-
Ultra-Small Company
Other	Swap	Realized Gain (Loss) on Swaps	$	199,573
		Change in Unrealized Appreciation (Depreciation)on Swaps				$	6,186
Ultra-Small Company Market
Other	Swap	Realized Gain (Loss) on Swaps		(61,471	)
		Change in Unrealized Appreciation (Depreciation)on Swaps					(11,563	)
Small-Cap Growth
Other	Swap	Realized Gain (Loss) on Swaps		5,318
		Change in Unrealized Appreciation (Depreciation)on Swaps					794
Small-Cap Value
Other	Swap	Realized Gain (Loss) on Swaps		195,693
		Change in Unrealized Appreciation (Depreciation)on Swaps					(33,837	)
Large-Cap Growth
Other	Swap	Realized Gain (Loss) on Swaps		30,381
		Change in Unrealized Appreciation (Depreciation)on Swaps					(17,951	)
Managed Volatility
Equity Contracts	Written
	Option	Realized Gain (Loss) on Written Options		(47,606	)
		Change in Unrealized Appreciation (Depreciation)on Written Options					(79,443	)
	Futures Contract	Realized Gain (Loss) on Futures Contracts		(315,192	)

The derivative instruments outstanding as of December 31, 2012, as disclosed in the Notes to the Financial Statements, and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the period, as disclosed in the Statement of Operations, serve as indicators of the volume of derivative activity for the Funds.

Futures ContractsThe Funds may purchase or sell financial futures contracts to hedge cash positions, manage market risk, and to dampen volatility in line with investment objectives. A futures contract is an agreement between two parties to buy or sell a financial instrument at a set price on a future date. Upon entering into such a contract, a Fund is required to pledge to the broker an amount of cash or U.S. government securities equal to the minimum “initial margin” requirements of the exchange on which the futures contract is traded. The contract amount reflects the extent of a Fund’s exposure in these financial instruments. A Fund’s participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of futures contracts and movements in the price of the securities hedged or used for cover. Pursuant to a contract, such Fund agrees to receive from, or pay to, the broker an amount of cash equal to the fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and are recorded by a Fund as unrealized appreciation or depreciation. When a contract is closed, a Fund records a realized gain or loss equal to the difference between the value of

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

the contract at the time it was opened and the value at the time it was closed. With futures, there is minimal counterparty risk to the Funds since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. As of December 31, 2012, the Funds had no open futures contracts.

OptionsThe Aggressive Investors 1 Fund may buy and sell calls and puts to increase or decrease the Fund’s exposure to stock market risk or for purposes of diversification of risk. The Managed Volatility Fund may buy and sell calls and puts to reduce the Fund’s volatility and provide some cash flow. An option is a contract conveying a right to buy or sell a financial instrument at a specified price during a stipulated period. The premium paid by a Fund for the purchase of a call or a put option is included in such Fund’s Schedule of Investments as an investment and subsequently marked-to-market to reflect the current market value of the option. When a Fund writes a call or a put option, an amount equal to the premium received by such Fund is included in its Statement of Assets and Liabilities as a liability and is subsequently marked-to-market to reflect the current market value of the option written. If an option which a Fund has written either expires on its stipulated expiration date, or if such Fund enters into a closing purchase transaction, that Fund realizes a gain (or a loss if the cost of a closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such options is extinguished. If a call option that a Fund has written is assigned, such Fund realizes a gain or loss from the sale of the underlying security and the proceeds from such sale are increased by the premium originally received. If a put option that a Fund has written is assigned, the amount of the premium originally received reduces the cost of the security that such Fund purchased upon exercise of the option. Buying calls increases a Fund’s exposure to the underlying security to the extent of any premium paid. Buying puts on a stock market index tends to limit a Fund’s exposure to a stock market decline. All options purchased by the Funds were listed on exchanges and considered liquid positions with readily available market quotes.

Covered Call Options and Secured PutsThe Aggressive Investors 1 and Managed Volatility Funds may write call options on a covered basis, that is, a Fund will own the underlying security, or a Fund may write secured puts. The principal reason for writing covered calls and secured puts on a security is to attempt to realize income through the receipt of premiums. The option writer has, in return for the premium, given up the opportunity for profit from a substantial price increase in the underlying security so long as the obligation as a writer continues, but has retained the risk of loss should the price of the security decline. All options were listed on exchanges and considered liquid positions with readily available market quotes. Transactions in options written during the period ended December 31, 2012 are as follows:

	Managed Volatility Fund Written Call Options						Managed Volatility Fund Written Put Options
	Contracts			Premiums			Contracts			Premiums
Outstanding, June 30, 2012		1,541		$	322,393			1,020		$	190,504
Positions Opened		2,444			413,875			1,869			392,457
Exercised		(1,300	)		(238,398	)		(800	)		(137,687	)
Expired		(857	)		(158,623	)		(636	)		(164,723	)
Closed		(740	)		(137,323	)		(615	)		(104,093	)
Outstanding, December 31, 2012		1,088		$	201,924			838		$	176,458
Market Value, December 31, 2012				$	174,644					$	130,985

The Aggressive Investors 1 Fund had no transactions in written options during the period ended December 31, 2012.

Swaps.Each Fund may enter into total return swaps. Total return swaps are agreements that provide a Fund with a return based on the performance of an underlying asset, in exchange for fee payments to a counterparty based on a specified rate. The difference in the value of these income streams is recorded daily by the Funds and is settled in cash monthly.

The fee paid by a Fund will typically be determined by multiplying the face value of the swap agreement by an agreed upon interest rate. In addition, if the underlying asset declines in value over the term of the swap, a Fund would also be required to pay the dollar value of that decline to the counterparty. Total return swaps could result in losses if the underlying asset does not perform as anticipated by the Adviser. A Fund may use its own NAV as the underlying asset in a total return swap. This

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strategy serves to reduce cash drag (the impact of cash on a Fund’s overall return) by replacing it with the impact of market exposure based upon a Fund’s own investment holdings. The following total return swaps were open as of December 31, 2012:

Bridgeway Fund	Swap Counterparty	Description	Notional Principal		Maturity Date		Net Unrealized Gain\(Loss)
Ultra-Small Company	ReFlow Management Co.	Fund receives the total return of the reference entity, which is this Fund’s NAV. Fund pays a floating rate of 1-month LIBOR plus 2.39%.	$	640,723		January 2, 2013	$	6,186
Small-Cap Growth	ReFlow Management Co.	Fund receives the total return of the reference entity, which is this Fund’s NAV. Fund pays a floating rate of 1-month LIBOR plus 2.39%.		131,815		January 2, 2013		794

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

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

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

Aggressive Investors 1: A total advisory fee is paid by the Fund to the Adviser that is comprised of a Base Fee and a Performance Adjustment. The Base Fee equals the Base Fee Rate times the average daily net assets of the Fund. The Base Fee Rate is based on the following annual rates: 0.90% of the first $250 million of the Fund’s average daily net assets, 0.875% of the next $250 million, 0.85% of the next $500 million and 0.80% of any excess over $1 billion.

The Performance Adjustment equals 4.67% times the difference in cumulative total return between the Fund and the Standard and Poor’s 500 Composite Stock Price Index with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of –0.70% to a maximum of +0.70%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund performance and the Index performance is less than or equal to 2%.

Ultra-Small Company: The Fund pays management fees based on the following annual rates: 0.90% of the first $250 million of the Fund’s average daily net assets, 0.875% of the next $250 million and 0.85% of any excess over $500 million. The management fees are computed daily and are payable monthly. However, during any period that the Fund’s net assets range from $27,500,000 to $55,000,000, the advisory fee will be determined as if the Fund had $55,000,000 under management. This is limited to a maximum annualized expense ratio of 1.49% of average net assets.

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

Small-Cap Momentum: The Fund’s management fee is a flat 0.55% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

Small-Cap Growth and Small-Cap Value: A total advisory fee is paid by each Fund to the Adviser that is comprised of a Base Fee and a Performance Adjustment. The Base Fee equals the Base Fee Rate times the average daily net assets of the Fund. The Base Fee Rate is based on the annual rate of 0.60% of the value of the Fund’s average daily net assets.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

The Performance Adjustment equals 0.33% times the difference in cumulative total return between the Fund and the Russell 2000 Growth Index for Small-Cap Growth Fund and the Russell 2000 Value Index for Small-Cap Value Fund, with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of -0.05% to a maximum of +0.05%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund’s performance and the Index performance is less than or equal to 2%.

Large-Cap Growth: A total advisory fee is paid by the Fund to the Adviser that is comprised of a Base Fee and a Performance Adjustment. The Base Fee equals the Base Fee Rate times the average daily net assets of the Fund. The Base Fee Rate is based on the annual rate of 0.50% of the value of the Fund’s average daily net assets.

The Performance Adjustment equals 0.33% times the difference in cumulative total return between the Fund and the Russell 1000 Growth Index, with dividends reinvested (hereinafter “Index”) over a rolling five-year performance period. The Performance Adjustment Rate varies from a minimum of -0.05% to a maximum of +0.05%. However, the Performance Adjustment Rate is zero if the difference between the cumulative Fund’s performance and the Index performance is less than or equal to 2%.

Blue Chip 35 Index: The Fund’s management fee is a flat 0.08% of the value of the Fund’s average daily net assets, computed daily and payable monthly.

Managed Volatility: The Fund’s management 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 period ended December 31, 2012. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

Bridgeway Fund	Expense Limitation	Total Waivers and Reimbursements for Period  Ending 12/31/12
Aggressive Investors 1	1.75%	$	-
Ultra-Small Company	1.85%		-
Ultra-Small Company Market	0.75%		125,430
Small-Cap Momentum*	0.90%		63,790
Small-Cap Growth	0.94%		33,498
Small-Cap Value	0.94%		-
Large-Cap Growth	0.84%		21,971
Blue Chip 35 Index	0.15%		180,834
Managed Volatility	0.94%		58,971

*The Fund is authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the expense limitation in the agreement. The Fund has recoupable expenses of $11,221, $101,196, $127,045 and $63,790, which expire June 30, 2013, June 30, 2014, June 30, 2015 and June 30, 2016, respectively.

Other Related Party Transactions:The Funds will engage in inter-portfolio trades when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales during the period ended December 31, 2012 were as follows:

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

Bridgeway Fund	Inter-portfolio Purchases		Inter-portfolio Sales
Aggressive Investors 1		$1,812,765		$      363,500
Ultra-Small Company		65,288		1,909,317
Ultra-Small Company Market		2,330,745		11,588,033
Small-Cap Momentum		6,914		35,793
Small-Cap Growth		448,349		1,837
Small-Cap Value		56,131		-

The Adviser entered into an Administrative Services Agreement with Bridgeway, pursuant to which the Adviser provides various administrative services to the Funds including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds; (iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Funds, the Adviser is paid an aggregate annual fee of $535,000 payable in equal monthly installments.

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

Board of Directors CompensationIndependent Directors are paid an annual retainer of $14,000 with an additional retainer of $2,500 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. Independent Directors are paid $6,000 per meeting for meeting fees. Such compensation is the total compensation from all Funds and is allocated among the Funds.

The Independent Directors receive this compensation in the form of shares of the Funds, credited to his or her account. Such Directors are reimbursed for any expenses incurred in attending meetings and conferences and expenses for subscriptions or printed materials. The amount of directors’ fees attributable to each Fund is disclosed in the Statements of Operations.

4. Distribution and Shareholder Servicing Fees:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares pursuant to a Distribution Agreement dated November 12, 2010. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the period ended December 31, 2012 were as follows:

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

	Purchases			Sales
Bridgeway Fund	U.S. Government	Other		U.S. Government	Other
Aggressive Investors 1	$    -		$171,158,795	$    -		$191,494,035
Ultra-Small Company	-		47,514,613	-		49,862,494
Ultra-Small Company Market	-		68,449,643			104,926,721
Small-Cap Momentum	-		3,324,934	-		3,272,393
Small-Cap Growth	-		9,799,330	-		15,012,028
Small-Cap Value	-		28,639,427	-		22,095,016
Large-Cap Growth	-		14,107,250	-		19,836,887
Blue Chip 35 Index	-		17,303,742	-		48,721,089
Managed Volatility	-		3,462,063	-		4,861,403

6. Federal Income Taxes

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

Unrealized Appreciation and Depreciation on Investments (Tax Basis)The amount of net unrealized appreciation/ depreciation and the cost of investment securities for tax purposes, including short-term securities at December 31, 2012, were as follows:

	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market
Gross appreciation (excess of value over tax cost)		$  24,830,446			$19,393,341			$  64,690,551
Gross depreciation (excess of tax cost over value)		(3,970,448	)		(4,963,705	)		(15,869,270	)
Net unrealized appreciation (depreciation)		$  20,859,998			$14,429,636			$  48,821,281
Cost of investments for income tax purposes		$184,199,171			$89,694,026			$228,027,920
	Small-Cap Momentum			Small-Cap Growth			Small-Cap Value
Gross appreciation (excess of value over tax cost)		$   162,750			$  4,594,512			$12,418,066
Gross depreciation (excess of tax cost over value)		(27,773	)		(1,706,978	)		(3,915,727	)
Net unrealized appreciation (depreciation)		$   134,977			$  2,887,534			$  8,502,339
Cost of investments for income tax purposes		$2,099,555			$24,824,925			$70,294,588
	Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
Gross appreciation (excess of value over tax cost)		$  8,431,027			$  83,373,834			$  4,266,444
Gross depreciation (excess of tax cost over value)		(1,570,996	)		(10,247,178	)		(660,164	)
Net unrealized appreciation (depreciation)		$  6,860,031			$  73,126,656			$  3,606,280
Cost of investments for income tax purposes		$37,874,974			$169,167,957			$20,461,031

The differences between book and tax net unrealized appreciation (depreciation) are primarily due to wash sale loss deferrals.

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

The tax character of the distributions paid by the Funds during the last two fiscal years ended June 30, 2012 and June 30, 2011, respectively, are as follows:

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

	Aggressive Investors 1				Ultra-Small Company
	Year Ended June 30, 2012		Year Ended June 30, 2011		Year Ended June 30, 2012		Year Ended June 30, 2011
Distributions paid from:
Ordinary income		$3,284,990		$2,167,451		$1,269,925		$632,748
Total		$3,284,990		$2,167,451		$1,269,925		$632,748
	Ultra-Small Company Market				Small-Cap Momentum
	Year Ended June 30, 2012		Year Ended June 30, 2011		Year Ended June 30, 2012		Year Ended June 30, 2011
Distributions paid from:
Ordinary income		$  3,451,142		$4,111,396		$280,424		$  16,889
Long Term Capital Gain		13,433,187		-		9,123		-
Total		$16,884,329		$4,111,396		$289,547		$  16,889
	Small-Cap Growth				Small-Cap Value
	Year Ended June 30, 2012		Year Ended June 30, 2011		Year Ended June 30, 2012		Year Ended June 30, 2011
Distributions paid from:
Ordinary income		$    3,204		$    107,719		$    989,896		$  557,827
Total		$    3,204		$    107,719		$    989,896		$  557,827
	Large-Cap Growth				Blue Chip 35 Index
	Year Ended June 30, 2012		Year Ended June 30, 2011		Year Ended June 30, 2012		Year Ended June 30, 2011
Distributions paid from:
Ordinary income		$    342,838		$    342,087		$    7,110,502		$  4,877,457
Total		$    342,838		$    342,087		$    7,110,502		$  4,877,457
	Managed Volatility
	Year Ended June 30, 2012		Year Ended June 30, 2011
Distributions paid from:
Ordinary income		$    151,314		$    266,935
Total		$    151,314		$    266,935

At June 30, 2012, the Funds had available for tax purposes, capital loss carryovers as follows:

	Aggressive Investor 1		Ultra-Small Company
Expiring 6/30/2016		$    9,342,674		$1,346,595
6/30/2017		177,345,455		1,662,540
6/30/2018		16,094,317		-
		Small-Cap Growth		Small-Cap Value
Expiring 6/30/2017		$   6,410,906		$  4,037,798
6/30/2018		22,793,119		50,552,993

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

		Large-Cap Growth		Blue Chip 35 Index	Managed Volatility
Expiring	6/30/2017	$	-	$17,847,189	$	-
	6/30/2018		33,176,486	34,451,339		6,090,159
	6/30/2019		-	2,656,190		-

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by these Funds after June 30, 2011 will not be subject to expiration and will retain their character as either short-term or long-term capital losses. In addition, such losses must be utilized prior to the losses incurred in the years preceding enactment. As a result of the mergers described in Note 1, pre-merger capital loss carryovers are subject to limitations under Internal Revenue Code Sections 381-384. As of the date of the merger the Aggressive Investors 1 Fund had accumulated capital losses of $62,647,229 which are subject to limitation and the Micro-Cap Limited Fund had accumulated losses of $8,287,942 which are subject to limitation.

There are no capital loss carryovers for Ultra-Small Company Market Fund and Small-Cap Momentum Fund as of June 30, 2012.

Capital loss carryovers utilized during the period June 30, 2012 were as follows:

Bridgeway Fund	Capital Loss Carryover Utilized
Aggressive Investors 1	$	6,940,180
Ultra-Small Company		3,714,932
Small-Cap Growth		4,272,992
Small-Cap Value		10,710,699
Large-Cap Growth		4,888,439
Blue Chip 35 Index		12,220,024
Managed Volatility		953,714

Components of Accumulated Earnings (Deficit)As of June 30, 2012, the components of accumulated earnings (deficit) on a tax basis were:

	Aggressive Investors 1			Ultra-Small Company			Ultra-Small Company Market
Accumulated Net Investment Income (Loss)	$	100,737		$	62,838		$	2,314,302
Accumulated Net Realized Gain (Loss) on Investments*		(210,458,200	)		(6,825,363	)		26,718,152
Net Unrealized Appreciation/Depreciation of Investments		8,812,673			10,131,707			79,067,935
Total	$	(201,544,790	)	$	3,369,182		$	108,100,389
		Small-Cap Momentum			Small-Cap Growth			Small-Cap Value
Accumulated Net Investment Income (Loss)	$	10,077		$	-		$	606,513
Accumulated Net Realized Gain (Loss) on Investments*		77,406			(29,526,291	)		(55,779,626	)
Net Unrealized Appreciation/Depreciation of Investments		155,558			2,799,106			6,367,388
Total	$	243,041		$	(26,727,185	)	$	(48,805,725	)

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

	Large-Cap Growth			Blue Chip 35 Index			Managed Volatility
Accumulated Net Investment Income (Loss)	$	167,751		$	3,580,113		$	99,873
Accumulated Net Realized Gain (Loss) on Investments*		(33,494,618	)		(55,403,139	)		(6,101,076	)
Net Unrealized Appreciation/Depreciation of Investments		5,149,758			72,525,144			3,746,543
Total	$	(28,177,109	)	$	20,702,118		$	(2,254,660	)

* Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2013. The Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Growth, Small-Cap Value, Large-Cap Growth, Blue Chip 35 Index and Managed Volatility Funds have deferred qualified late-year losses of $7,675,754, $3,816,228, $1,992,931, $322,266, $1,188,835, $318,132, $448,421 and $10,917, respectively.

Accounting for Uncertainty in Income Taxes sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has analyzed each Fund’s tax positions and has concluded that no provision for income tax is required in each Fund’s financial statements. The Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 19, 2013. Advances under the Facility are limited to $10,000,000 in total for all Funds and advances to each Fund shall not exceed certain limits set forth in the credit agreement, including but not limited to, the maximum amount a Fund is permitted to borrow under the 1940 Act.

The Funds incur a commitment fee of 0.05% per annum on the unused portion of the Facility and interest expense to the extent of amounts borrowed under the Facility. Interest is based on the “Overnight Rate” plus 1.25%. The Overnight Rate means the higher of (a) the Federal Funds rate, (b) the Overnight Eurodollar Rate, or (c) the One-month Eurodollar Rate. The commitment fees are payable quarterly in arrears and are allocated to all participating Funds. Interest expense is charged directly to a Fund based upon actual amounts borrowed by such Fund.

For the period ended December 31, 2012, borrowings by the Funds under this line of credit were as follows:

Bridgeway Fund	Weighted Average Interest Rate	Weighted Average Loan Balance	Number of Days Outstanding	Interest Expense Incurred1	Maximum Amount Borrowed During the Period
Aggressive Investors 1	1.47%	$1,045,179	28	$1,179	$2,343,000
Ultra-Small Company	1.49%	614,000	9	226	944,000
Ultra-Small Company Market	1.46%	2,172,622	37	3,218	8,719,000
Small-Cap Growth	1.46%	286,738	42	483	821,000
Small-Cap Value	1.48%	243,850	20	197	524,000
Large-Cap Growth	1.47%	375,111	27	407	2,599,000
Blue Chip 35 Index	1.48%	1,011,886	70	2,867	9,826,000

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

At December 31, 2012, Aggressive Investors 1, Ultra-Small Company Market, and Small-Cap Growth Funds had loans outstanding in the amounts of $1,808,000, $5,661,000, and $236,000, respectively.

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NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

8. Redemption Fees

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

9. Subsequent Events

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

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OTHER INFORMATION

December 31, 2012 (Unaudited)

1. Proxy Voting

Fund policies and procedures used in determining how to vote proxies relating to the Funds’ securities and a summary of proxies voted by the Funds for the period ended June 30, 2012 are available without a charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov.

2. Fund Holdings

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

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

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DISCLOSURE OF FUND EXPENSES

December 31, 2012 (Unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends or on other distributions. There are no exchange fees. Shareholders are subject to redemption fees on the Ultra-Small Company Market and Small-Cap Momentum Funds under certain circumstances. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on July 1, 2012 and held until December 31, 2012.

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

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

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

	Beginning Account Value at 7/1/12	Ending Account Value at 12/31/12	Expense Ratio	Expenses Paid During Period* 7/1/12 - 12/31/12
Bridgeway Aggressive Investors 1
Actual Fund Return	$1,000.00	$1,119.20	0.77%	$4.11
Hypothetical Fund Return	$1,000.00	$1,021.32	0.77%	$3.92
Bridgeway Ultra-Small Company Fund
Actual Fund Return	$1,000.00	$1,101.10	1.21%	$6.41
Hypothetical Fund Return	$1,000.00	$1,019.11	1.21%	$6.16
Bridgeway Ultra-Small Company Market Fund
Actual Fund Return	$1,000.00	$1,052.10	0.75%	$3.88
Hypothetical Fund Return	$1,000.00	$1,021.42	0.75%	$3.82
Bridgeway Small-Cap Momentum Fund
Actual Fund Return	$1,000.00	$1,063.60	0.90%	$4.68
Hypothetical Fund Return	$1,000.00	$1,020.67	0.90%	$4.58
Bridgeway Small-Cap Growth Fund
Actual Fund Return	$1,000.00	$1,045.60	0.94%	$4.85
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79
Bridgeway Small-Cap Value Fund
Actual Fund Return	$1,000.00	$1,111.10	0.93%	$4.95
Hypothetical Fund Return	$1,000.00	$1,020.52	0.93%	$4.74

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DISCLOSURE OF FUND EXPENSES (continued)

December 31, 2012 (Unaudited)

	Beginning Account Value at 7/1/12	Ending Account Value at 12/31/12	Expense Ratio	Expenses Paid During Period* 7/1/12 - 12/31/12
Bridgeway Large-Cap Growth Fund
Actual Fund Return	$1,000.00	$1,067.10	0.84%	$4.38
Hypothetical Fund Return	$1,000.00	$1,020.97	0.84%	$4.28
Bridgeway Blue Chip 35 Index Fund
Actual Fund Return	$1,000.00	$1,047.60	0.15%	$0.77
Hypothetical Fund Return	$1,000.00	$1,024.45	0.15%	$0.77
Bridgeway Managed Volatility
Actual Fund Return	$1,000.00	$1,021.00	0.94%	$4.79
Hypothetical Fund Return	$1,000.00	$1,020.47	0.94%	$4.79

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

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BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9860

Providence, RI 02940-8060

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

You can review and copy information about our Funds (including the SAIs) at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 800-SEC-0330. Reports and other information about the Funds is also available on the SEC’s website at www.sec.gov. You can receive copies of this information, for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520 or by sending an electronic request to the following email address: publicinfo@sec.gov.

Semi-Annual Report
December 31, 2012 (Unaudited)
OMNI SMALL-CAP VALUE	BOSVX
OMNI TAX-MANAGED SMALL-CAP     VALUE	BOTSX

www.bridgewayomni.com

TABLE OF CONTENTS

Letter from the Investment Management Team	1
OMNI SMALL-CAP VALUE FUND
Manager’s Commentary	2
Schedule of Investments	5
OMNI TAX-MANAGED SMALL-CAP VALUE FUND
Manager’s Commentary	15
Schedule of Investments	18
STATEMENTS OF ASSETS AND LIABILITIES	29
STATEMENTS OF OPERATIONS	30
STATEMENTS OF CHANGES IN NET ASSETS	31
FINANCIAL HIGHLIGHTS	32
Notes to Financial Statements	34
Other Information	41
Disclosure of Fund Expenses	42

Bridgeway Funds Standardized Returns as of December 31, 2012 (Unaudited)

Annualized

Fund

Quarter

Six Months

1 Year

5 Years

10 Years

Inception to Date

Inception Date

Gross Expense Ratio2

Net Expense Ratio2

Omni Small-Cap Value

3.11%

9.80%

17.74%

NA

NA

16.31%

8/31/2011

0.84%1

0.60%1

Omni Tax-Managed Small-Cap Value

3.23%

9.19%

16.62%

NA

NA

5.03%

12/31/2010

0.90%1

0.60%1

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

² Expense ratios are as stated in the current prospectus. Please see financial highlights for expense ratios as of December 31, 2012.

Performance figures quoted represent past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than original cost. To obtain performance current to the most recent month-end, please visit our website at www.bridgeway.com or call 1-800-661-3550. Total return figures include the reinvestment of dividends and capital gains.

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

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

  i www.bridgewayomni.com

LETTER FROM THE INVESTMENT MANAGEMENT TEAM

December 31, 2012

Dear Fellow Shareholders,

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

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

Sincerely,

Your Investment Management Team

John Montgomery	Rasool Shaik	Christine L. Wang

Market Review

The domestic equity market experienced volatility during the fourth quarter of 2012. October started with negative returns, but rallied to end the month nearly unchanged. November was mixed, but December provided positive performance, pulling segments of the market (the smaller and more value segments) in the black for the quarter. Broad market returns for the quarter were up 0.25% as represented by the Russell 3000 Index. Value stocks generally outperformed growth stocks with mid-cap value stocks leading the way as represented by the Russell Mid-Cap Value Index, up 3.93%.

For the calendar year ended December 31, 2012, broad market stocks were up 16.42% as represented by the Russell 3000 Index. Returns among value stocks outperformed growth stocks across the market cap spectrum. Mid-cap value stocks led the way, up 18.51% as represented by the Russell Mid-Cap Value Index, followed closely by small-cap value stocks, up 18.05% as represented by the Russell 2000 Value Index.

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

Russell Style-Based Indexes Ranked by Performance for the Quarter and Calendar Year Ended December 31, 2012

	Quarter	Calendar Year
Best     Performing	Russell Mid-Cap Value Index +3.93%	Russell Mid-Cap Value Index +18.51%
	Russell 2000 Value Index +3.22%	Russell 2000 Value Index +18.05%
	Russell Mid-Cap Growth Index +1.69%	Russell 3000 Value Index +17.55%
	Russell 3000 Value Index +1.65%	Russell 1000 Value Index +17.51%
	Russell 1000 Value Index +1.52%	Russell Mid-Cap Growth Index +15.81%
	Russell 2000 Growth Index +0.45%	Russell 1000 Growth Index +15.26%
	Russell 3000 Growth Index -1.19%	Russell 3000 Growth Index +15.21%
Worst     Performing	Russell 1000 Growth Index -1.32%	Russell 2000 Growth Index +14.59%

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

  www.bridgewayomni.com 1

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

December 31, 2012

Dear Fellow Omni Small-Cap Value Fund Shareholder,

For the quarter ended December 31, 2012, total returns were 3.11% for the Fund and 3.22% for the Russell 2000 Value Index.

For the six-month “semi-annual” period ended December 31, 2012, total returns were 9.80% for the Fund and 9.07% for the Russell 2000 Value Index.

For the calendar year ended December 31, 2012, total returns were 17.74% for the Fund and 18.05% for the Russell 2000 Value Index.

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

Standardized Returns as of December 31, 2012

				Annualized
	Quarter	6 Months	1 Year	Since Inception    (8/31/11)
Omni Small-Cap Value Fund	3.11%	9.80%	17.74%	16.31%
Russell 2000 Value Index	3.22%	9.07%	18.05%	16.05%

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

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

Omni Small-Cap Value Fund vs. Russell 2000 Value Index from Inception 8/31/11 to 12/31/12

  2 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Detailed Explanation of Quarterly Performance

The Omni Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. This approach is sometimes referred to as “passive, asset class investing.” As of December 31, 2012, we held 594 such stocks in a market cap weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund returns were driven by the fact that returns for small value stocks were positive and outperformed small growth stocks as well as large stocks. Our design tilt toward deeper value and smaller stocks hurt our performance. Sector performance varied greatly and our underweighting in the poor performing Utilities sector helped our performance for the quarter.

Detailed Explanation of Calender Year Performance

Our smaller cap dominance and deeper value tilt hurt the performance for the fiscal year. We were overweighted in the Consumer Discretionary sector, the best performing sector, which helped the Fund’s return. That was offset by our underweighting in the Financials sector which also performed well for the year.

Top Ten Holdings as of December 31, 2012

Rank Description		Industry	% of Net  Assets
1	Worthington Industries, Inc.	Metals & Mining	0.9%
2	ANN, Inc.	Specialty Retail	0.9%
3	Group 1 Automotive, Inc.	Specialty Retail	0.9%
4	Cooper Tire & Rubber Co.	Auto Components	0.8%
5	Exterran Holdings, Inc.	Energy Equipment & Services	0.8%
6	Cloud Peak Energy, Inc.	Oil, Gas & Consumable Fuels	0.7%
7	KapStone Paper & Packaging Corp.	Paper & Forest Products	0.7%
8	Alon USA Energy, Inc.	Oil, Gas & Consumable Fuels	0.7%
9	Avis Budget Group, Inc.	Road & Rail	0.7%
10	Brink’s Co. (The)	Commercial Services & Supplies	0.7%
	Total		7.8%

Industry Sector Representation as of December 31, 2012

	% of Portfolio		% of Russell 2000 Value Index		Difference
Consumer Discretionary		22.3%		11.9%		10.4%
Consumer Staples		4.6%		2.5%		2.1%
Energy		8.8%		6.4%		2.4%
Financials		23.1%		37.0%		-13.9%
Health Care		4.2%		4.4%		-0.2%
Industrials		15.5%		13.1%		2.4%
Information Technology		9.9%		12.1%		-2.2%
Materials		9.2%		5.8%		3.4%
Telecommunication Services		1.6%		0.6%		1.0%
Utilities		0.0%		6.2%		-6.2%
Cash & Other Assets		0.8%		0.0%		0.8%
Total		100.0%		100.0%

  www.bridgewayomni.com 3

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

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter-end, December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

Conclusion

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

Sincerely,

The Investment Management Team

  4 Semi-Annual Report | December 31, 2012 (Unaudited)  

Bridgeway Omni Small-Cap Value Fund SCHEDULE OF INVESTMENTS

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
COMMON STOCKS - 98.99%
Aerospace & Defense - 0.68%
AAR Corp.		32,000		$    597,760
Astrotech Corp.*		30,000		26,700
Ducommun, Inc.*		16,300		263,571
EDAC Technologies Corp.*		6,900		85,146
Orbital Sciences Corp.*		28,150		387,625
Sypris Solutions, Inc.		26,100		103,356
				1,464,158
Air Freight & Logistics - 0.37%
Air Transport Services Group, Inc.*		64,600		259,046
Atlas Air Worldwide Holdings, Inc.*		5,300		234,843
Pacer International, Inc.*		28,400		110,760
Park-Ohio Holdings Corp.*		8,700		185,397
				790,046
Airlines - 1.52%
Hawaiian Holdings, Inc.*		41,334		271,564
JetBlue Airways Corp.*+		184,950		1,056,065
Republic Airways Holdings, Inc.*		34,000		193,120
SkyWest, Inc.		33,800		421,148
US Airways Group, Inc.*		97,900		1,321,650
				3,263,547
Auto Components - 2.12%
China Automotive Systems, Inc.*+		22,400		107,296
China XD Plastics Co., Ltd.*		50,900		195,456
Cooper Tire & Rubber Co.		70,100		1,777,736
Exide Technologies*		35,000		119,700
Federal-Mogul Corp.*		54,000		433,080
Modine Manufacturing Co.*		10,000		81,300
Shiloh Industries, Inc.		4,700		48,410
SORL Auto Parts, Inc.*		29,900		73,853
Spartan Motors, Inc.		14,950		73,703
Standard Motor Products, Inc.		38,000		844,360
Stoneridge, Inc.*		55,900		286,208
Strattec Security Corp.		1,300		33,553
Superior Industries International, Inc.		12,200		248,880
Tower International, Inc.*		28,900		232,645
				4,556,180
Beverages - 0.22%
Coca-Cola Bottling Co. Consolidated		7,200		478,800
Building Products - 0.69%
Ameresco, Inc., Class A*		27,000		264,870

Industry    Company	Shares		Value
Building Products (continued)
Gibraltar Industries, Inc.*		11,250		$    179,100
Griffon Corp.		28,800		330,048
Nortek, Inc.*		4,800		318,000
Patrick Industries, Inc.*		10,300		160,268
Universal Forest Products, Inc.		5,800		220,632
				1,472,918
Capital Markets - 1.92%
Calamos Asset Management, Inc., Class A		43,500		459,795
Capital Southwest Corp.		5,600		557,928
CIFC Corp.*		35,400		283,200
Cowen Group, Inc., Class A*		67,700		165,865
FBR & Co.*		86,400		334,368
INTL. FCStone, Inc.*		12,500		217,625
Investment Technology Group, Inc.*		57,050		513,450
NGP Capital Resources Co.		100		722
Oppenheimer Holdings, Inc., Class A		15,300		264,231
Piper Jaffray Cos.*		11,400		366,282
SWS Group, Inc.*		41,200		217,948
Walter Investment Management Corp.*		17,200		739,944
				4,121,358
Chemicals - 3.37%
China Green Agriculture, Inc.*+		36,800		121,072
Core Molding Technologies, Inc.*		6,200		40,920
Georgia Gulf Corp.+		31,950		1,318,896
Gulf Resources, Inc.*+		42,400		49,184
Koppers Holdings, Inc.		10,700		408,205
Kraton Performance Polymers, Inc.*		48,350		1,161,851
Material Sciences Corp.*		5,200		46,956
OM Group, Inc.*		52,800		1,172,160
OMNOVA Solutions, Inc.*		45,650		320,006
Penford Corp.*		18,400		135,792
Schulman (A.), Inc.		30,900		893,937
Stepan Co.		6,000		333,240
Tredegar Corp.		28,800		588,096
Yongye International, Inc.*+		62,400		363,792
Zep, Inc.		19,400		280,136
				7,234,243
Commercial Banks - 11.85%
1st Source Corp.		17,252		381,097

  www.bridgewayomni.com 5

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Access National Corp.		2,700	$	35,100
Ameris Bancorp*		41,900		523,331
BancorpSouth, Inc.		64,850		942,919
Banner Corp.		11,450		351,858
BCB Bancorp, Inc.		10,400		97,136
BNC Bancorp+		6,000		48,060
C&F Financial Corp.+		1,200		46,728
Capital City Bank Group, Inc.*		28,150		320,065
Central Valley Community Bancorp		20,000		155,200
Chemical Financial Corp.		12,500		297,000
CoBiz Financial, Inc.		16,600		124,002
Columbia Banking System, Inc.		37,318		669,485
Enterprise Financial Services Corp.		33,500		437,845
Farmers Capital Bank Corp.*		7,300		89,425
Fidelity Southern Corp.*+		17,249		164,728
First Bancorp		7,600		97,432
First Bancorp, Inc.		1,295		21,329
First BanCorp. (Puerto Rico)*+		262,800		1,203,624
First Busey Corp.		25,300		117,645
First Business Financial Services, Inc.		1,200		27,540
First Commonwealth Financial Corp.		158,300		1,079,606
First Community Bancshares, Inc.		35,000		558,950
First Financial Bancorp		38,600		564,332
First Interstate Bancsystem, Inc.		20,200		311,686
First M&F Corp.		2,700		18,819
First Merchants Corp.		44,311		657,575
First Midwest Bancorp, Inc.		78,000		976,560
First United Corp.*		9,200		65,964
Firstbank Corp.		14,800		153,772
Glacier Bancorp, Inc.		55,200		811,992
Great Southern Bancorp, Inc.		6,000		152,700
Hanmi Financial Corp.*		50,050		680,180
Heartland Financial USA, Inc.		7,350		192,202
Horizon Bancorp		3,150		61,898
Hudson Valley Holding Corp.		22,800		354,996
Independent Bank Corp.*		3,800		13,300
International Bancshares Corp.		65,687		1,185,650
Intervest Bancshares Corp., Class A*		32,800		127,592

Industry    Company	Shares		Value
Commercial Banks (continued)
Lakeland Bancorp, Inc.		32,600	$	331,868
Macatawa Bank Corp.*		13,200		38,148
MainSource Financial Group, Inc.		41,750		528,972
MB Financial, Inc.		17,400		343,650
MBT Financial Corp.*		24,300		57,591
Mercantile Bank Corp.		16,800		277,200
Metro Bancorp, Inc.*		27,300		360,906
MidWestOne Financial Group, Inc.		15,000		307,650
NewBridge Bancorp*		7,000		32,410
Orrstown Financial Services, Inc.*		5,600		54,936
Peapack Gladstone Financial Corp.		5,420		76,314
Peoples Bancorp, Inc.		19,700		402,471
Pinnacle Financial Partners, Inc.*		18,700		352,308
Premier Financial Bancorp, Inc.		4,200		45,486
PrivateBancorp, Inc.		74,750		1,145,170
Renasant Corp.		32,512		622,280
Republic Bancorp, Inc., Class A		20,950		442,674
S&T Bancorp, Inc.		22,000		397,540
SCBT Financial Corp.		14,506		582,851
Sierra Bancorp		9,300		106,299
Southwest Bancorp, Inc.*		32,900		368,480
State Bank Financial Corp.		36,500		579,620
StellarOne Corp.		8,100		114,534
Suffolk Bancorp*		24,396		319,588
Sun Bancorp, Inc.*		123,400		436,836
Taylor Capital Group, Inc.*+		641		11,570
Trico Bancshares		21,600		361,800
Union First Market Bankshares Corp.		11,700		184,509
United Community Banks, Inc.*		35,650		335,823
Univest Corp. of Pennsylvania		14,300		244,530
Virginia Commerce Bancorp, Inc.*		60,350		540,132
WesBanco, Inc.		18,900		419,958
Wilshire Bancorp, Inc.*		57,300		336,351
Wintrust Financial Corp.		12,800		469,760
Yadkin Valley Financial Corp.*		28,600		84,084
				25,433,622
Commercial Services & Supplies - 6.17%
ABM Industries, Inc.		38,700		772,065

  6 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Commercial Services & Supplies (continued)
American Reprographics Co.*		125,850	$	322,176
AMREP Corp.*		9,700		145,888
Asset Acceptance Capital Corp.*		31,500		141,750
Brink’s Co. (The)		49,150		1,402,250
Casella Waste Systems, Inc., Class A*		20,650		90,447
Consolidated Graphics, Inc.*		18,675		652,131
Courier Corp.		9,200		101,200
Deluxe Corp.		40,600		1,308,944
EnergySolutions, Inc.*		288,000		898,560
Geo Group, Inc. (The)		41,800		1,178,760
Herman Miller, Inc.		29,300		627,606
HNI Corp.		31,500		946,890
Industrial Services of America, Inc.*+		6,000		14,280
Intersections, Inc.		31,300		296,724
Kimball International, Inc., Class B		67,200		780,192
Metalico, Inc.*		63,000		123,480
Multi-Color Corp.		22,400		537,376
Perma-Fix Environmental Services*		41,000		27,925
Standard Parking Corp.*		13,750		302,362
Standard Register Co. (The)		11,450		7,214
Sykes Enterprises, Inc.*		21,900		333,318
TMS International Corp., Class A*		42,100		527,092
TRC Cos., Inc.*		31,650		184,203
United Stationers, Inc.		32,600		1,010,274
Versar, Inc.*		8,900		34,354
Viad Corp.		17,400		472,584
				13,240,045
Communications Equipment - 0.65%
Bel Fuse, Inc., Class B		13,500		263,925
Black Box Corp.		18,250		444,205
Communications Systems, Inc.		1,000		10,400
Globecomm Systems, Inc.*		31,200		352,560
Harmonic, Inc.*		28,700		145,509
Tessco Technologies, Inc.		6,650		147,231
Zoom Technologies, Inc.*		43,200		24,192
				1,388,022
Computers & Peripherals - 0.28%
Dot Hill Systems Corp.*		35,800		33,563
Hutchinson Technology, Inc.*		62,900		125,800
Imation Corp.*		17,300		80,791

Industry    Company	Shares		Value
Computers & Peripherals (continued)
Novatel Wireless, Inc.*		71,100	$	95,274
Xyratex, Ltd.+		30,200		253,982
				589,410
Construction & Engineering - 0.60%
Argan, Inc.		18,600		334,800
Michael Baker Corp.		3,400		84,762
Northwest Pipe Co.*		13,400		319,724
Orion Marine Group, Inc.*		10,800		78,948
Primoris Services Corp.		18,800		282,752
Sterling Construction Co., Inc.*		18,250		181,405
				1,282,391
Construction Materials - 0.34%
Headwaters, Inc.*		84,800		725,888
Consumer Finance - 0.82%
Atlanticus Holdings Corp.*+		3,737		12,519
Cash America International, Inc.		10,200		404,634
DFC Global Corp.*		19,600		362,796
First Marblehead Corp. (The)*		159,100		123,605
Nelnet, Inc., Class A		25,800		768,582
QC Holdings, Inc.		27,300		88,452
				1,760,588
Containers & Packaging - 0.73%
AEP Industries, Inc.*		5,550		328,726
Boise, Inc.		127,050		1,010,048
Myers Industries, Inc.		15,600		236,340
				1,575,114
Distributors - 0.15%
Core-Mark Holding Co., Inc.		5,600		265,160
VOXX International Corp.*		9,700		65,281
				330,441
Diversified Consumer Services - 1.04%
Cambium Learning Group, Inc.*		18,950		21,034
Capella Education Co.*		9,700		273,831
Career Education Corp.*		38,800		136,576
Carriage Services, Inc.		13,950		165,587
Corinthian Colleges, Inc.*		2,750		6,710
Learning Tree International, Inc.*		11,700		63,765
Lincoln Educational Services Corp.		37,025		206,970
Mac-Gray Corp.		11,100		139,305

  www.bridgewayomni.com 7

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Diversified Consumer Services (continued)
Regis Corp.		60,450		$    1,022,814
Universal Technical Institute, Inc.		18,500		185,740
				2,222,332
Diversified Financial Services - 0.86%
Gain Capital Holdings, Inc.		47,599		194,680
Interactive Brokers Group, Inc., Class A		21,150		289,332
MicroFinancial, Inc.		13,746		100,071
PHH Corp.*+		55,550		1,263,762
				1,847,845
Diversified Telecommunication Services - 1.19%
Atlantic Tele-Network, Inc.		14,200		521,282
Cbeyond, Inc.*		26,550		240,012
Consolidated Communications Holdings, Inc.		22,300		355,016
General Communication, Inc., Class A*		59,550		571,084
Hawaiian Telcom Holdco, Inc.*		10,200		198,900
HickoryTech Corp.		6,000		58,380
IDT Corp., Class B		25,275		241,124
Iridium Communications, Inc.*+		29,800		200,852
Multiband Corp.*+		9,700		16,005
Primus Telecommunications Group, Inc.+		13,700		148,919
				2,551,574
Electrical Equipment - 0.53%
Allied Motion Technologies, Inc.+		17,400		113,448
China BAK Battery, Inc.*		360		572
Coleman Cable, Inc.		18,400		170,568
General Cable Corp.*		3,900		118,599
Global Power Equipment Group, Inc.		13,972		239,620
Lihua International, Inc.		31,250		137,188
LSI Industries, Inc.		36,100		253,061
Orion Energy Systems, Inc.*		35,000		58,100
SL Industries, Inc.		1,650		29,700
Ultralife Corp.*		7,350		23,814
				1,144,670
Electronic Equipment, Instruments & Components - 3.42%
Agilysys, Inc.*		14,400		120,528
IEC Electronics Corp.*		800		5,408
Insight Enterprises, Inc.*		29,800		517,626

Industry    Company	Shares		Value
Electronic Equipment, Instruments & Components (continued)
Itron, Inc.*		13,100		$    583,605
Kemet Corp.*		58,850		296,016
LoJack Corp.*		8,000		22,320
Multi-Fineline Electronix, Inc.*		7,600		153,596
Newport Corp.*		26,000		349,700
PAR Technology Corp.*		29,000		142,100
PC Connection, Inc.		12,000		138,000
PC Mall, Inc.*		5,600		34,776
Plexus Corp.*		40,200		1,037,160
Power-One, Inc.*+		8,800		36,168
Sanmina Corp.*		102,150		1,130,800
SMTC Corp.*+		10,700		25,787
SYNNEX Corp.*		35,900		1,234,242
TTM Technologies, Inc.*		151,725		1,395,870
Vishay Precision Group, Inc.*		9,048		119,615
				7,343,317
Energy Equipment & Services - 2.91%
Basic Energy Services, Inc.*+		49,000		559,090
Cal Dive International, Inc.*		176,850		305,951
Dawson Geophysical Co.*		26,000		685,880
ENGlobal Corp.*		71,200		37,736
Exterran Holdings, Inc.*		79,800		1,749,216
Global Geophysical Services, Inc.*		41,500		159,775
Key Energy Services, Inc.*		102,600		713,070
Parker Drilling Co.*		184,950		850,770
PHI, Inc.*		6,900		231,081
Pioneer Energy Services Corp.*		63,000		457,380
TGC Industries, Inc.		11,655		95,454
Vantage Drilling Co.*		45,400		83,082
Willbros Group, Inc.*		60,300		323,208
				6,251,693
Food & Staples Retailing - 2.38%
Andersons, Inc. (The)		25,400		1,089,660
Ingles Markets, Inc., Class A		22,400		386,624
Nash Finch Co.		20,300		431,984
Pantry, Inc. (The)*		20,800		252,304
Spartan Stores, Inc.		16,700		256,512
SUPERVALU, Inc.+		268,100		662,207
Susser Holdings Corp.*		18,850		650,136
Village Super Market, Inc., Class A		13,000		427,180

  8 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Food & Staples Retailing (continued)
Weis Markets, Inc.		24,300	$	951,831
				5,108,438
Food Products - 1.32%
Chiquita Brands
International, Inc.*		18,800		155,100
Diamond Foods, Inc.+		15,300		209,151
Dole Food Co., Inc.*		40,700		466,829
Farmer Bros. Co.*		12,700		183,261
Feihe International, Inc.*+		13,800		91,080
Fresh Del Monte Produce, Inc.		33,800		890,630
John B. Sanfilippo & Son, Inc.		9,200		167,256
Omega Protein Corp.*		23,650		144,738
Seneca Foods Corp., Class A*		5,200		158,080
SkyPeople Fruit Juice, Inc.*+		62,900		126,429
Zhongpin, Inc.*		18,700		240,108
				2,832,662
Health Care Equipment & Supplies - 0.27%
Alphatec Holdings, Inc.*		124,200		204,930
DynaVox, Inc., Class A*		66,300		24,531
Fonar Corp.*		17,700		76,641
Invacare Corp.		14,350		233,905
RTI Biologics, Inc.*		1,600		6,832
Theragenics Corp.*		20,000		31,800
				578,639
Health Care Providers & Services - 3.86%
Addus HomeCare Corp.*		4,800		34,176
Almost Family, Inc.		4,250		86,105
Amedisys, Inc.*		13,150		148,200
AMN Healthcare Services, Inc.*		44,134		509,748
Amsurg Corp.*		28,550		856,785
BioScrip, Inc.*		24,550		264,403
CardioNet, Inc.*		74,500		169,860
Cross Country Healthcare, Inc.*		24,050		115,440
Emeritus Corp.*		31,200		771,264
Ensign Group, Inc. (The)		9,450		256,946
Five Star Quality Care, Inc.*		21,300		106,713
Healthways, Inc.*		15,150		162,105
Kindred Healthcare, Inc.*		28,550		308,911
Molina Healthcare, Inc.*		41,650		1,127,049
PharMerica Corp.*		44,350		631,544
Providence Service Corp. (The)*		16,000		271,840

Industry    Company	Shares		Value
Health Care Providers & Services (continued)
Select Medical Holdings Corp.		118,800	$	1,120,284
Skilled Healthcare Group, Inc., Class A*		46,748		297,785
Triple-S Management Corp., Class B*		39,900		736,953
Universal American Corp.		35,100		301,509
				8,277,620
Hotels, Restaurants & Leisure - 5.22%
Ark Restaurants Corp.		1,600		26,960
Bob Evans Farms, Inc.		21,275		855,255
Boyd Gaming Corp.*+		136,100		903,704
Carrols Restaurant Group, Inc.*		18,025		107,790
CEC Entertainment, Inc.		21,650		718,564
Cracker Barrel Old Country Store, Inc.		20,600		1,323,756
DineEquity, Inc.*		10,300		690,100
Dover Downs Gaming & Entertainment, Inc.		12,500		27,500
Einstein Noah Restaurant Group, Inc.		19,225		234,737
Famous Dave’s of America, Inc.*		3,400		31,246
Fiesta Restaurant Group, Inc.*		18,025		276,143
Frisch’s Restaurants, Inc.		6,800		125,800
Full House Resorts, Inc.*		8,400		28,980
Isle of Capri Casinos, Inc.*		53,600		300,160
Jack in the Box, Inc.*		36,050		1,031,030
Kona Grill, Inc.*		4,100		35,547
Lakes Entertainment, Inc.*		22,700		68,100
Luby’s, Inc.*		12,600		84,294
Marcus Corp.		13,350		166,474
Monarch Casino & Resort, Inc.*		29,400		320,754
MTR Gaming Group, Inc.*		40,600		169,302
Nevada Gold & Casinos, Inc.*		7,800		6,006
Pinnacle Entertainment, Inc.*		47,450		751,134
Red Robin Gourmet Burgers, Inc.*		6,800		239,972
Ruby Tuesday, Inc.*		103,600		814,296
Ruth’s Hospitality Group, Inc.*		44,000		319,880
Scientific Games Corp., Class A*		41,350		358,504
Sonic Corp.*		70,000		728,700
Speedway Motorsports, Inc.		7,700		137,368

  www.bridgewayomni.com 9

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Hotels, Restaurants & Leisure (continued)
Town Sports International Holdings, Inc.		30,000		$    319,500
				11,201,556
Household Durables - 1.19%
Bassett Furniture Industries, Inc.		21,900		273,093
CSS Industries, Inc.		11,800		258,302
Flexsteel Industries, Inc.		4,900		105,105
Hooker Furniture Corp.		10,900		158,377
La-Z-Boy, Inc.		21,800		308,470
Libbey, Inc.*		30,649		593,058
Lifetime Brands, Inc.		9,700		102,917
NACCO Industries, Inc., Class A		9,250		561,383
Stanley Furniture Co., Inc.*		44,900		202,050
				2,562,755
Household Products - 0.61%
Central Garden & Pet Co., Class A*		31,750		331,788
Harbinger Group, Inc.*		115,200		885,888
Oil-Dri Corp. of America		3,150		86,940
				1,304,616
Independent Power Producers & Energy Traders - 0.03%
Genie Energy, Ltd., Class B		10,275		72,952
Insurance - 5.08%
American Equity Investment Life Holding Co.		69,850		852,868
American Safety Insurance Holdings, Ltd.*		17,200		325,424
Crawford & Co., Class B		73,674		587,919
Eastern Insurance Holdings, Inc.		15,400		263,032
EMC Insurance Group, Inc.		5,800		138,504
FBL Financial Group, Inc., Class A		13,950		477,229
Fortegra Financial Corp.*		24,185		215,005
Hallmark Financial Services, Inc.*		19,100		179,349
Homeowners Choice, Inc.+		9,900		205,821
Horace Mann Educators Corp.		31,200		622,752
Independence Holding Co.		19,326		183,984
Infinity Property & Casualty Corp.		11,400		663,936
Maiden Holdings, Ltd.		57,600		529,344
Meadowbrook Insurance Group, Inc.		122,250		706,605

Industry    Company	Shares		Value
Insurance (continued)
Montpelier Re Holdings, Ltd.		46,400		$    1,060,704
National Financial Partners Corp.*		19,150		328,231
National Western Life Insurance Co., Class A		1,625		256,328
Navigators Group, Inc. (The)*		5,900		301,313
Selective Insurance Group, Inc.		24,250		467,297
State Auto Financial Corp.		18,100		270,414
Stewart Information Services Corp.		8,650		224,900
Symetra Financial Corp.		75,950		985,831
Tower Group, Inc.		11,300		200,801
United Fire Group, Inc.		27,500		600,600
Universal Insurance Holdings, Inc.		56,816		248,854
				10,897,045
Internet & Catalog Retail - 0.46%
1-800-Flowers.com, Inc., Class A*		74,150		272,131
dELiA*s, Inc.*		13,300		15,561
Nutrisystem, Inc.+		29,800		244,062
Orbitz Worldwide, Inc.*		118,900		323,408
Overstock.com, Inc.*+		9,800		140,238
				995,400
Internet Software & Services - 1.15%
Digital River, Inc.*		29,100		418,749
EarthLink, Inc.		113,700		734,502
Monster Worldwide, Inc.*+		65,100		365,862
QuinStreet, Inc.*+		20,000		134,400
Tucows, Inc.*		76,800		110,592
United Online, Inc.		126,900		709,371
				2,473,476
IT Services - 2.38%
Acxiom Corp.*		56,050		978,633
Analysts International Corp.*		2,800		8,848
CACI International, Inc., Class A*		21,400		1,177,642
CIBER, Inc.*		32,350		108,049
CSG Systems International, Inc.*		27,450		499,041
Dynamics Research Corp.*		10,300		60,255
Edgewater Technology, Inc.*		5,600		21,280
Global Cash Access Holdings, Inc.*		51,500		403,760
Hackett Group, Inc. (The)		22,300		95,444

  10 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
IT Services (continued)
Lender Processing Services, Inc.		10,700		$    263,434
Mantech International Corp., Class A+		50,600		1,312,564
NCI, Inc., Class A*		6,100		28,609
Online Resources Corp.*		53,250		120,877
Pfsweb, Inc.*		10,300		29,252
				5,107,688
Leisure Equipment & Products - 0.39%
Arctic Cat, Inc.*		8,400		280,476
Johnson Outdoors, Inc., Class A*		15,700		312,744
Nautilus, Inc.*		53,900		189,189
Summer Infant, Inc.*		34,100		59,334
				841,743
Life Sciences Tools & Services - 0.07%
Cambrex Corp.*		13,150		149,647
Machinery - 1.77%
Accuride Corp.*		61,900		198,699
Albany International Corp., Class A		11,350		257,418
Ampco-Pittsburgh Corp.		3,800		75,924
Briggs & Stratton Corp.		24,300		512,244
China Valves Technology, Inc.*		56,500		25,425
Cleantech Solutions International, Inc.*+		11,500		45,425
Columbus McKinnon Corp.*		18,500		305,620
Commercial Vehicle Group, Inc.*		39,100		321,011
FreightCar America, Inc.		14,200		318,364
Greenbrier Cos., Inc.*		10,200		164,934
Hyster-Yale Materials Handling, Inc.		6,100		297,680
LB Foster Co., Class A		3,900		169,416
Lydall, Inc.*		8,200		117,588
Miller Industries, Inc.		10,400		158,600
Mueller Water Products, Inc., Class A		92,000		516,120
NF Energy Saving Corp.*		29,200		29,784
NN, Inc.*		17,950		164,422
Supreme Industries, Inc., Class A*		34,100		116,281
				3,794,955
Marine - 0.23%
Baltic Trading, Ltd.		42,800		127,544
Eagle Bulk Shipping, Inc.*+		19,000		28,500
Excel Maritime Carriers, Ltd.*		99,400		43,239

Industry    Company	Shares		Value
Marine (continued)
Genco Shipping & Trading, Ltd.*+		45,200		$    157,748
International Shipholding Corp.		8,050		132,664
				489,695
Media - 1.99%
AH Belo Corp., Class A		41,700		193,905
Ballantyne Strong, Inc.*		14,000		46,200
Belo Corp., Class A		28,550		218,978
Cumulus Media, Inc., Class A*		25,200		67,284
Dex One Corp.*		97,100		153,418
E.W. Scripps Co., Class A (The)*		26,500		286,465
Entercom Communications Corp., Class A*		46,545		324,884
Entravision Communications Corp., Class A		38,300		63,578
Gray Television, Inc.*		99,550		219,010
Journal Communications, Inc., Class A*		57,100		308,911
Lee Enterprises, Inc.*		43,200		49,248
Media General, Inc., Class A*+		15,300		65,790
New York Times Co., Class A (The)*		93,850		800,541
Radio One, Inc., Class D*		23,100		17,556
Reading International, Inc., Class A*		10,700		64,307
Salem Communications Corp., Class A		24,800		135,408
Scholastic Corp.		18,250		539,470
Valassis Communications, Inc.+		28,100		724,418
				4,279,371
Metals & Mining - 1.86%
Friedman Industries, Inc.		3,000		30,360
Golden Star Resources, Ltd.*		343,000		631,120
Handy & Harman, Ltd.*		12,500		188,375
Horsehead Holding Corp.*		7,800		79,638
Jaguar Mining, Inc.*+		168,800		106,597
Materion Corp.		16,600		427,948
Noranda Aluminum Holding Corp.		89,850		548,984
Worthington Industries, Inc.		76,200		1,980,438
				3,993,460
Multiline Retail - 0.53%
Bon-Ton Stores, Inc. (The)		25,950		314,514

  www.bridgewayomni.com 11

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Multiline Retail (continued)
Fred’s, Inc., Class A		46,200		$    614,922
Tuesday Morning Corp.*		34,600		216,250
				1,145,686
Oil, Gas & Consumable Fuels - 5.84%
Adams Resources & Energy, Inc.		9,500		333,165
Alon USA Energy, Inc.		83,100		1,503,279
Bill Barrett Corp.*		11,200		199,248
BioFuel Energy Corp.*+		10,900		40,112
Callon Petroleum Co.*		57,300		269,310
Clayton Williams Energy, Inc.*+		16,000		640,000
Cloud Peak Energy, Inc.*		82,800		1,600,524
Comstock Resources, Inc.*		31,100		470,543
Crimson Exploration, Inc.*		85,250		233,585
Crosstex Energy, Inc.		59,450		852,513
Delek US Holdings, Inc.		46,600		1,179,912
Double Eagle Petroleum Co.*		17,600		69,344
EPL Oil & Gas, Inc.*		21,500		484,825
Forest Oil Corp.*		47,600		318,444
Green Plains Renewable Energy, Inc.*		58,200		460,362
James River Coal Co.*+		22,400		71,680
Longwei Petroleum Investment Holding, Ltd.*+		100,300		211,633
Penn Virginia Corp.		78,000		343,980
PostRock Energy Corp.*		12,000		17,760
REX American Resources Corp.*		12,800		246,912
Sino Clean Energy, Inc.*		50,300		5,533
Stone Energy Corp.*		42,100		863,892
Swift Energy Co.*		45,400		698,706
W&T Offshore, Inc.+		74,600		1,195,838
Warren Resources, Inc.*		79,600		223,676
				12,534,776
Paper & Forest Products - 2.62%
Clearwater Paper Corp.*		7,600		297,616
KapStone Paper & Packaging Corp.		68,650		1,523,343
Mercer International, Inc.*		77,250		553,110
Neenah Paper, Inc.		20,200		575,094
Orient Paper, Inc.		37,000		66,230
PH Glatfelter Co.		53,450		934,306
Resolute Forest Products*+		77,000		1,019,480
Wausau Paper Corp.		76,200		659,892
				5,629,071

Industry    Company	Shares		Value
Personal Products - 0.06%
Nutraceutical International Corp.		7,700		$    127,358
Synutra International, Inc.*		300		1,389
				128,747
Professional Services - 1.28%
Barrett Business Services, Inc.		10,100		384,709
CBIZ, Inc.*		42,775		252,800
CDI Corp.		15,400		263,802
CRA International, Inc.*		13,800		272,826
Dolan Co. (The)*		56,200		218,618
Hudson Global, Inc.*		32,300		144,704
ICF International, Inc.*		7,150		167,596
Insperity, Inc.		15,400		501,424
Kelly Services, Inc., Class A		13,600		214,064
Navigant Consulting, Inc.*		11,000		122,760
RCM Technologies, Inc.		6,100		30,805
VSE Corp.		6,700		164,217
				2,738,325
Road & Rail - 1.16%
Arkansas Best Corp.		25,000		238,750
Avis Budget Group, Inc.*		70,750		1,402,265
Celadon Group, Inc.		8,400		151,788
Covenant Transportation Group, Inc., Class A*		5,300		29,309
Marten Transport, Ltd.		8,150		149,879
Saia, Inc.*		15,750		364,140
Universal Truckload Services, Inc.		7,809		142,514
USA Truck, Inc.*		300		1,029
				2,479,674
Semiconductors & Semiconductor Equipment - 1.87%
Advanced Energy Industries, Inc.*		11,800		162,958
Amkor Technology, Inc.*+		124,750		530,187
AXT, Inc.*		55,200		155,112
GT Advanced Technologies, Inc.*+		96,700		292,034
Integrated Silicon Solution, Inc.*		49,000		441,000
inTEST Corp.		8,000		22,400
Kulicke & Soffa Industries, Inc.*		45,000		539,550
Magnachip Semiconductor Corp.*		38,400		611,328
Photronics, Inc.*		105,950		631,462
Spansion, Inc., Class A*		26,500		368,615

  12 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Semiconductors & Semiconductor Equipment (continued)
Ultra Clean Holdings*		51,600		$    253,356
				4,008,002
Software - 0.25%
Cinedigm Digital Cinema Corp., Class A*		29,100		40,740
Majesco Entertainment Co.*		58,800		61,740
Net 1 UEPS Technologies, Inc.*		3,400		17,374
NetSol Technologies, Inc.*		31,000		184,450
TeleCommunication Systems, Inc., Class A*		92,500		228,475
				532,779
Specialty Retail - 8.19%
Aeropostale, Inc.*		29,100		378,591
ANN, Inc.*		57,600		1,949,184
Appliance Recycling Centers of America, Inc.*		5,300		6,996
Asbury Automotive Group, Inc.*		13,125		420,394
Barnes & Noble, Inc.*		73,400		1,107,606
Body Central Corp.*		26,100		259,956
Books-A-Million, Inc.*		31,600		84,056
Brown Shoe Co., Inc.		51,400		944,218
Build-A-Bear Workshop, Inc.*		8,050		30,751
Casual Male Retail Group, Inc.*		20,500		86,100
Children’s Place Retail Stores, Inc. (The)*		22,100		978,809
Citi Trends, Inc.*		28,900		397,664
Conn’s, Inc.*+		13,450		412,646
Destination Maternity Corp.		10,400		224,224
Group 1 Automotive, Inc.		30,600		1,896,894
Haverty Furniture Cos., Inc.		11,300		184,303
hhgregg, Inc.*+		55,200		387,504
Hot Topic, Inc.		29,150		281,298
Kirkland’s, Inc.*		11,550		122,314
New York & Co., Inc.*		26,200		99,822
Office Depot, Inc.*		338,900		1,111,592
OfficeMax, Inc.		130,700		1,275,632
Pep Boys-Manny, Moe & Jack (The)		52,000		511,160
Perfumania Holdings, Inc.*		7,000		34,440
RadioShack Corp.+		41,804		88,624
rue21, inc.*		8,300		235,637
Shoe Carnival, Inc.		14,700		301,203
Sonic Automotive, Inc., Class A		61,500		1,284,735
Stage Stores, Inc.		46,600		1,154,748
Stein Mart, Inc.		33,750		254,475

Industry    Company	Shares		Value
Specialty Retail (continued)
Systemax, Inc.		33,700		$    325,205
TravelCenters of America LLC*		35,400		166,380
West Marine, Inc.*		35,300		379,475
Wet Seal, Inc., Class A (The)*		72,200		199,272
				17,575,908
Textiles, Apparel & Luxury Goods - 1.41%
Crown Crafts, Inc.		24,500		122,500
Jones Group, Inc. (The)+		87,800		971,068
Lakeland Industries, Inc.*		3,300		16,401
Perry Ellis International, Inc.		25,500		507,450
Quiksilver, Inc.*		49,900		212,075
Rocky Brands, Inc.*		9,900		128,898
Skechers U.S.A., Inc., Class A*		27,000		499,500
Unifi, Inc.*		44,300		576,343
				3,034,235
Thrifts & Mortgage Finance - 2.49%
Astoria Financial Corp.		112,100		1,049,256
Bank Mutual Corp.		77,700		334,110
BankFinancial Corp.		35,100		260,442
BBX Capital Corp., Class A*+		11,000		73,700
Doral Financial Corp.*		57,100		41,346
ESB Financial Corp.		15,000		208,050
Federal Agricultural Mortgage Corp., Class C		6,500		211,250
First Defiance Financial Corp.		19,400		372,286
First Financial Holdings, Inc.		31,900		417,252
First Financial Northwest, Inc.*		35,182		265,624
First Pactrust Bancorp, Inc.		13,200		161,964
Flushing Financial Corp.		15,262		234,119
Heritage Financial Group, Inc.		16,800		231,672
Meta Financial Group, Inc.		1,400		31,920
MutualFirst Financial, Inc.		10,900		126,876
NASB Financial, Inc.*+		1,800		38,466
Provident Financial Services, Inc.		53,900		804,188
Pulaski Financial Corp.+		4,900		43,855
United Community Financial Corp.*		52,300		151,147
WSFS Financial Corp.		7,000		295,750
				5,353,273
Trading Companies & Distributors - 0.23%
Aircastle, Ltd.		24,600		308,484

  www.bridgewayomni.com 13

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Trading Companies & Distributors (continued)
Willis Lease Finance Corp.*		12,100	$	173,151
				481,635
Wireless Telecommunication Services - 0.37%
Leap Wireless International, Inc.*+		68,100		452,865
NTELOS Holdings Corp.		11,800		154,698
Shenandoah Telecommunications Co.		5,600		85,736
USA Mobility, Inc.		8,400		98,112
				791,411
TOTAL COMMON STOCKS - 98.99%				212,463,442
(Cost $190,441,291)

	Rate^			Shares		Value
MONEY MARKET FUND - 1.09%
BlackRock FedFund		0.01	%		2,348,330		2,348,330
TOTAL MONEY MARKET FUND - 1.09%							2,348,330
(Cost $2,348,330)
TOTAL INVESTMENTS - 100.08%						$	214,811,772
(Cost $192,789,621)
Liabilities in Excess of Other Assets - (0.08%)							(172,797	)
NET ASSETS - 100.00%						$	214,638,975
*     Non-income producing security. ^    Rate disclosed as of December 31, 2012. +    This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $13,117,516 at December 31, 2012. LLC - Limited Liability Company Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):

	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs		Total
Common Stocks	$	212,463,442	$	—		$—	$	212,463,442
Money Market Fund		—		2,348,330		—		2,348,330
TOTAL	$	212,463,442	$	2,348,330		$—	$	214,811,772

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 06/30/2012		$ 40,240	$	16,167	$	56,407
Purchases		—		—		—
Sales1		—		(51,923)		(51,923)
Realized gain/(loss)		—		—		—
Change in unrealized appreciation/ (depreciation)2		—		35,756		35,756
Transfers in		—		—		—
Transfers out3,4		(40,240)		—		(40,240)
Balance as of 12/31/2012		$ —	$	—	$	—
Net change in unrealized appreciation (depreciation) from investments held as of 12/31/2012		$ —	$	—	$	—

¹ Sales include expiration of rights.

² Change in unrealized appreciation/(depreciation) for Level 3 securities is included on the Statement of Operations in the Change in Unrealized Appreciation (Depreciation) of Investments.

³ Transfer out represents the value as of the beginning of the reporting period, for any investment security where significant transfers in the pricing level occurred during the period. The purchase value is used in situations where the investment was not held as of the beginning of the period.

⁴ Transfer took place as a result of trading resuming.

See Notes to Financial Statements.

  14 Semi-Annual Report | December 31, 2012 (Unaudited)

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

December 31, 2012

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

For the quarter ended December 31, 2012, total returns were 3.23% for the Fund and 3.22% for the Russell 2000 Value Index.

For the six-month “semi-annual” period ended December 31, 2012, total returns were 9.19% for the Fund and 9.07% for the Russell 2000 Value Index.

For the calendar year ended December 31, 2012, total returns were 16.62% for the Fund and 18.05% for the Russell 2000 Value Index.

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

Standardized Returns as of December 31, 2012

				Annualized
	Quarter	6 Months	1 Year	Since Inception    (12/31/10)
Omni Tax-Managed Small-Cap Value Fund	3.23%	9.19%	16.62%	5.03%
Russell 2000 Value Index	3.22%	9.07%	18.05%	5.62%

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

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

Omni Tax-Managed Small-Cap Value Fund vs. Russell 2000 Value Index from Inception 12/31/10 to 12/31/12

  www.bridgewayomni.com 15

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

Detailed Explanation of Quarterly Performance

The Omni Tax-Managed Small-Cap Value Fund is designed to capture the returns of the small-cap value asset class through broad diversification of small company and value stocks. We also seek to minimize the distribution of capital gains within the constraints of the investment objective. This approach is sometimes referred to as “passive, asset class investing.” As of December 31, 2012, we held 651 such stocks in a market cap weighted style. We make no attempt to track any particular index in either performance or statistics.

The Fund returns were driven by the fact that returns for small value stocks were positive and outperformed small growth stocks as well as large stocks. Our design tilt toward deeper value and smaller stocks hurt our performance. Sector performance varied greatly and our underweighting in the poor performing Utilities sector as well as our overweighting in the solid performing Consumer Discretionary sector helped our performance for the quarter.

Detailed Explanation of Calendar Year Performance

Our smaller cap dominance and deeper value tilt hurt the performance for the fiscal year. We were overweighted in the Consumer Discretionary sector, the best performing sector, which helped the Fund’s return. That was offset by our underweighting in the Financials sector which also performed well for the year.

Top Ten Holdings as of December 31, 2012

Rank	Description	Industry	% of Net   Assets
1	Mantech International Corp.	IT Services	0.7%
2	Schnitzer Steel Industries, Inc.	Metals & Mining	0.7%
3	Group 1 Automotive, Inc.	Specialty Retail	0.6%
4	Office Depot, Inc.	Specialty Retail	0.6%
5	BancorpSouth, Inc.	Commercial Banks	0.6%
6	Brink’s Co. (The)	Commercial Services & Supplies	0.6%
7	First BanCorp. (Puerto Rico)	Commercial Banks	0.6%
8	International Bancshares Corp.	Commercial Banks	0.6%
9	Benchmark Electronics, Inc.	Electronic Equipment, Instruments & Components	0.6%
10	PrivateBancorp, Inc.	Commercial Banks	0.6%
	Total		6.2%

Industry Sector Representation as of December 31, 2012

	% of Net Assets	% of Russell 2000 Value Index	Difference
Consumer Discretionary	19.7%	11.9%	7.8%
Consumer Staples	4.2%	2.5%	1.7%
Energy	8.6%	6.4%	2.2%
Financials	26.7%	37.0%	-10.3%
Health Care	4.0%	4.4%	-0.4%
Industrials	13.7%	13.1%	0.6%
Information Technology	13.1%	12.1%	1.0%
Materials	7.5%	5.8%	1.7%
Telecommunication Services	2.3%	0.6%	1.7%
Utilities	0.0%	6.2%	-6.2%
Cash & Other Assets	0.2%	0.0%	0.2%
Total	100.0%	100.0%

  16 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Disclaimer

The views expressed here are exclusively those of Fund management. These views, including those related to market sectors or individual stocks, are not meant as investment advice and should not be considered predictive in nature. Any favorable (or unfavorable) description of a holding applies only as of the quarter-end, December 31, 2012, unless otherwise stated. Security positions can and do change thereafter. Discussions of historical performance do not guarantee and may not be indicative of future performance.

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

Conclusion

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

Sincerely,

The Investment Management Team

  www.bridgewayomni.com 17

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
COMMON STOCKS - 98.22%
Aerospace & Defense - 0.78%
AAR Corp.		31,010	$	579,267
Astrotech Corp.*		32,600		29,014
Ducommun, Inc.*		12,950		209,401
Kratos Defense & Security Solutions, Inc.*		76,900		386,807
Orbital Sciences Corp.*		12,900		177,633
Sypris Solutions, Inc.		28,400		112,464
				1,494,586
Air Freight & Logistics - 0.76%
Air Transport Services Group, Inc.*		100,250		402,002
Atlas Air Worldwide Holdings, Inc.*		17,700		784,287
Pacer International, Inc.*		36,000		140,400
Park-Ohio Holdings Corp.*		6,154		131,142
				1,457,831
Airlines - 1.41%
Hawaiian Holdings, Inc.*		46,200		303,534
JetBlue Airways Corp.*+		119,050		679,775
Republic Airways Holdings, Inc.*		39,200		222,656
SkyWest, Inc.		45,600		568,176
US Airways Group, Inc.*		68,950		930,825
				2,704,966
Auto Components - 2.02%
China Automotive Systems, Inc.*		51,200		245,248
China XD Plastics Co., Ltd.*+		16,000		61,440
Cooper Tire & Rubber Co.		40,850		1,035,956
Exide Technologies*		143,500		490,770
Federal-Mogul Corp.*		56,400		452,328
Modine Manufacturing Co.*		28,900		234,957
Shiloh Industries, Inc.		6,950		71,585
SORL Auto Parts, Inc.*+		25,000		61,750
Spartan Motors, Inc.		12,150		59,899
Standard Motor Products, Inc.		23,300		517,726
Stoneridge, Inc.*		11,900		60,928
Strattec Security Corp.		4,380		113,048
Superior Industries International, Inc.		16,600		338,640
Tower International, Inc.*		15,600		125,580
				3,869,855
Beverages - 0.14%
Coca-Cola Bottling Co. Consolidated		3,950		262,675

Industry    Company	Shares		Value
Building Products - 0.66%
Ameresco, Inc., Class A*		20,000		$    196,200
Gibraltar Industries, Inc.*		10,100		160,792
Griffon Corp.		30,150		345,519
Nortek, Inc.*		4,900		324,625
Patrick Industries, Inc.*		11,800		183,608
Universal Forest Products, Inc.		1,200		45,648
				1,256,392
Capital Markets - 2.09%
Calamos Asset Management, Inc., Class A		36,700		387,919
Capital Southwest Corp.		4,200		418,446
CIFC Corp.*		25,200		201,600
Cowen Group, Inc., Class A*		71,600		175,420
Direct Markets Holdings Corp.*		46,900		328
FBR & Co.*		47,100		182,277
INTL. FCStone, Inc.*+		8,650		150,596
Investment Technology Group, Inc.*		63,250		569,250
Manning & Napier, Inc.		19,800		249,480
NGP Capital Resources Co.		26,300		189,886
Oppenheimer Holdings, Inc., Class A		16,250		280,638
Piper Jaffray Cos.*		16,100		517,293
SWS Group, Inc.*		39,600		209,484
Walter Investment Management Corp.*		11,200		481,824
				4,014,441
Chemicals - 2.46%
China Green Agriculture, Inc.*+		39,800		130,942
Core Molding Technologies, Inc.*		18,300		120,780
Georgia Gulf Corp.		20,300		837,984
Gulf Resources, Inc.*+		45,000		52,200
Koppers Holdings, Inc.		14,400		549,360
Kraton Performance Polymers, Inc.*		16,075		386,282
Material Sciences Corp.*		14,900		134,547
OM Group, Inc.*		20,000		444,000
OMNOVA Solutions, Inc.*		32,500		227,825
Penford Corp.*		4,850		35,793
Schulman (A.), Inc.		30,900		893,937
Stepan Co.		4,100		227,714
Tredegar Corp.		16,300		332,846
Yongye International, Inc.*+		9,900		57,717

  18 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Chemicals (continued)
Zep, Inc.		19,900	$	287,356
				4,719,283
Commercial Banks - 14.15%
1st Source Corp.		32,200		711,298
Access National Corp.		600		7,800
American National Bankshares, Inc.		4,560		92,066
Ameris Bancorp*		30,300		378,447
BancorpSouth, Inc.		81,400		1,183,556
Banner Corp.		15,057		462,702
BCB Bancorp, Inc.		11,300		105,542
BNC Bancorp+		5,000		40,050
C&F Financial Corp.		2,400		93,456
Camden National Corp.		1,000		33,970
Capital City Bank Group, Inc.*		22,050		250,708
Central Valley Community Bancorp		21,000		162,960
Century Bancorp, Inc., Class A		3,300		108,735
Chemical Financial Corp.		37,500		891,000
CoBiz Financial, Inc.		37,035		276,651
Columbia Banking System, Inc.		38,300		687,102
Enterprise Financial Services Corp.		24,500		320,215
Fidelity Southern Corp.*		13,348		127,473
Financial Institutions, Inc.		1,500		27,945
First Bancorp		1,600		20,512
First Bancorp, Inc.		11,800		194,346
First BanCorp. (Puerto Rico)*		254,700		1,166,526
First Busey Corp.		111,500		518,475
First Business Financial Services, Inc.		6,300		144,585
First Commonwealth Financial Corp.		92,700		632,214
First Community Bancshares, Inc.		13,100		209,207
First Financial Bancorp		68,337		999,087
First Financial Corp.		8,830		267,019
First Interstate Bancsystem, Inc.		41,800		644,974
First Merchants Corp.		33,500		497,140
First Midwest Bancorp, Inc.		90,100		1,128,052
Glacier Bancorp, Inc.		76,700		1,128,257
Great Southern Bancorp, Inc.		20,750		528,088
Hanmi Financial Corp.*		46,563		632,791
Heartland Financial USA, Inc.		1,750		45,763

Industry    Company	Shares		Value
Commercial Banks (continued)
Horizon Bancorp		1,363	$	26,783
Hudson Valley Holding Corp.		7,800		121,446
Independent Bank Corp.*		10,500		36,750
International Bancshares Corp.		64,600		1,166,030
Intervest Bancshares Corp.,Class A*		29,200		113,588
Lakeland Bancorp, Inc.		23,515		239,383
Macatawa Bank Corp.*		12,550		36,270
MainSource Financial Group, Inc.		22,600		286,342
MB Financial, Inc.		8,700		171,825
Mercantile Bank Corp.		500		8,250
Metro Bancorp, Inc.*		1,250		16,525
MetroCorp Bancshares, Inc.*		8,694		95,547
MidWestOne Financial Group, Inc.		12,000		246,120
NewBridge Bancorp*		800		3,704
Old National Bancorp		30,600		363,222
Orrstown Financial Services, Inc.*		9,000		88,290
Pacific Continental Corp.		22,200		216,006
Peapack Gladstone Financial Corp.		250		3,520
Peoples Bancorp, Inc.		14,950		305,429
Pinnacle Financial Partners, Inc.*		45,750		861,930
PrivateBancorp, Inc.		73,900		1,132,148
Renasant Corp.		23,700		453,618
Republic Bancorp, Inc., Class A		25,700		543,041
S&T Bancorp, Inc.		30,700		554,749
Sandy Spring Bancorp, Inc.		14,300		277,706
SCBT Financial Corp.		6,950		279,251
Shore Bancshares, Inc.		50		269
Sierra Bancorp		17,200		196,596
Southside Bancshares, Inc.+		11,000		231,660
Southwest Bancorp, Inc.*		23,900		267,680
State Bank Financial Corp.		28,600		454,168
StellarOne Corp.		31,800		449,652
Suffolk Bancorp*		11,500		150,650
Sun Bancorp, Inc.*		97,800		346,212
Taylor Capital Group, Inc.*+		11,087		200,120
Trico Bancshares		22,400		375,200
Union First Market Bankshares Corp.		3,200		50,464
United Community Banks, Inc.*		32,770		308,693
Univest Corp. of Pennsylvania		10,000		171,000

  www.bridgewayomni.com 19

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Commercial Banks (continued)
Virginia Commerce Bancorp, Inc.*		27,000		$    241,650
Washington Banking Co.		11,800		160,716
WesBanco, Inc.		21,490		477,508
Wintrust Financial Corp.		17,000		623,900
Yadkin Valley Financial Corp.*		23,100		67,914
				27,140,237
Commercial Services & Supplies - 4.85%
ABM Industries, Inc.		32,300		644,385
AMREP Corp.*		10,300		154,912
Asset Acceptance Capital Corp.*		29,500		132,750
Asta Funding, Inc.		20,350		193,528
Brink’s Co. (The)		40,900		1,166,877
Casella Waste Systems, Inc., Class A*		21,350		93,513
Consolidated Graphics, Inc.*		7,950		277,614
Courier Corp.		9,350		102,850
Deluxe Corp.		33,000		1,063,920
EnergySolutions, Inc.*		80,600		251,472
Geo Group, Inc. (The)		35,400		998,280
Herman Miller, Inc.		14,800		317,016
HNI Corp.		17,900		538,074
Intersections, Inc.		20,650		195,762
Kimball International, Inc., Class B		53,800		624,618
Metalico, Inc.*		89,600		175,616
Multi-Color Corp.		5,750		137,943
Perma-Fix Environmental Services*		71,300		48,562
Quad/Graphics, Inc.+		24,000		489,360
Standard Parking Corp.*		2,250		49,478
Standard Register Co. (The)		19,200		12,096
Sykes Enterprises, Inc.*		33,550		510,631
TMS International Corp., Class A*		18,800		235,376
TRC Cos., Inc.*		9,950		57,909
United Stationers, Inc.		23,500		728,265
Versar, Inc.*		11,400		44,004
Viad Corp.		2,200		59,752
				9,304,563
Communications Equipment - 0.92%
Bel Fuse, Inc., Class B		3,600		70,380
Black Box Corp.		16,700		406,478
Communications Systems, Inc.		6,600		68,640
Comtech Telecommunications Corp.		4,000		101,520

Industry    Company	Shares		Value
Communications Equipment (continued)
Globecomm Systems, Inc.*		38,700		$    437,310
Harmonic, Inc.*		99,100		502,437
Tessco Technologies, Inc.		7,100		157,194
Zoom Technologies, Inc.*		31,400		17,584
				1,761,543
Computers & Peripherals - 0.79%
Avid Technology, Inc.*		59,700		452,526
Datalink Corp.*		350		2,992
Dot Hill Systems Corp.*		26,900		25,219
Hutchinson Technology, Inc.*		51,000		102,000
Imation Corp.*		13,800		64,446
Novatel Wireless, Inc.*		57,700		77,318
QLogic Corp.*		36,400		354,172
STEC, Inc.*		55,000		271,150
Xyratex, Ltd.		18,900		158,949
				1,508,772
Construction & Engineering - 0.66%
Argan, Inc.		150		2,700
Michael Baker Corp.		350		8,725
Northwest Pipe Co.*		9,000		214,740
Orion Marine Group, Inc.*		45,400		331,874
Primoris Services Corp.		21,300		320,352
Sterling Construction Co., Inc.*		5,050		50,197
Tutor Perini Corp.*		24,500		335,650
				1,264,238
Construction Materials - 0.27%
Headwaters, Inc.*		60,900		521,304
Consumer Finance - 0.93%
Atlanticus Holdings Corp.*+		18,877		63,238
Cash America International, Inc.		14,900		591,083
DFC Global Corp.*		13,800		255,438
First Marblehead Corp. (The)*		4,650		3,613
Nelnet, Inc., Class A		25,900		771,561
QC Holdings, Inc.		29,300		94,932
				1,779,865
Containers & Packaging - 0.68%
AEP Industries, Inc.*		6,100		361,303
Boise, Inc.		90,825		722,059
Myers Industries, Inc.		14,750		223,462
				1,306,824
Distributors - 0.31%
Core-Mark Holding Co., Inc.		8,150		385,903

  20 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Distributors (continued)
VOXX International Corp.*		31,514		$    212,089
				597,992
Diversified Consumer Services - 1.03%
Bridgepoint Education, Inc.*+		3,400		35,020
Cambium Learning Group, Inc.*		10,400		11,544
Capella Education Co.*		12,600		355,698
Career Education Corp.*		53,750		189,200
Carriage Services, Inc.		6,550		77,749
Corinthian Colleges, Inc.*		165,750		404,430
Education Management Corp.*+		8,550		37,449
Learning Tree International, Inc.*		12,200		66,490
Lincoln Educational Services Corp.		18,625		104,114
Mac-Gray Corp.		5,950		74,672
Regis Corp.		34,050		576,126
Universal Technical Institute, Inc.		5,200		52,208
				1,984,700
Diversified Financial Services - 0.94%
Gain Capital Holdings, Inc.		39,900		163,191
Interactive Brokers Group, Inc., Class A		31,050		424,764
MicroFinancial, Inc.		22,000		160,160
PHH Corp.*+		46,000		1,046,500
				1,794,615
Diversified Telecommunication Services - 1.33%
Atlantic Tele-Network, Inc.		9,150		335,896
Cbeyond, Inc.*		25,450		230,068
Consolidated Communications Holdings, Inc.		3,892		61,961
General Communication, Inc., Class A*		21,400		205,226
Hawaiian Telcom Holdco, Inc.*		9,000		175,500
HickoryTech Corp.		2,650		25,784
IDT Corp., Class B		9,100		86,814
Iridium Communications, Inc.*+		120,925		815,035
Lumos Networks Corp.		1,325		13,277
Multiband Corp.*		1,200		1,980
Neutral Tandem, Inc.		58,000		149,060
Primus Telecommunications Group, Inc.		14,800		160,876
Vonage Holdings Corp.*		125,100		296,487
				2,557,964

Industry    Company	Shares		Value
Electrical Equipment - 0.26%
Allied Motion Technologies, Inc.		250		$    1,630
China BAK Battery, Inc.*		150		238
Coleman Cable, Inc.		17,600		163,152
General Cable Corp.*		2,000		60,820
Lihua International, Inc.		4,300		18,877
LSI Industries, Inc.		29,000		203,290
Orion Energy Systems, Inc.*		17,224		28,592
SL Industries, Inc.		400		7,200
Ultralife Corp.*		7,150		23,166
				506,965
Electronic Equipment, Instruments & Components - 4.91%
Agilysys, Inc.*		13,800		115,506
Benchmark Electronics, Inc.*		69,000		1,146,780
GSI Group, Inc.*		44,500		385,370
IEC Electronics Corp.*		8,150		55,094
Insight Enterprises, Inc.*		44,883		779,618
Itron, Inc.*		8,400		374,220
Kemet Corp.*		20,900		105,127
LoJack Corp.*		3,650		10,183
Multi-Fineline Electronix, Inc.*		38,000		767,980
Newport Corp.*		12,600		169,470
PAR Technology Corp.*		18,750		91,875
PC Connection, Inc.		32,000		368,000
PC Mall, Inc.*		6,450		40,054
Plexus Corp.*		21,800		562,440
Power-One, Inc.*+		125,050		513,956
Sanmina Corp.*		67,400		746,118
SMTC Corp.*		4,750		11,448
SYNNEX Corp.*		29,700		1,021,086
TTM Technologies, Inc.*		108,000		993,600
Viasystems Group, Inc.*		40,684		496,345
Vishay Intertechnology, Inc.*		40,000		425,200
Vishay Precision Group, Inc.*		18,500		244,570
				9,424,040
Energy Equipment & Services - 3.02%
Basic Energy Services, Inc.*+		25,400		289,814
Cal Dive International, Inc.*		136,450		236,058
Dawson Geophysical Co.*		19,000		501,220
ENGlobal Corp.*		500		265
Exterran Holdings, Inc.*		42,900		940,368
Global Geophysical Services, Inc.*		38,700		148,995
Gulfmark Offshore, Inc., Class A		28,800		992,160

  www.bridgewayomni.com 21

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Energy Equipment & Services (continued)
Key Energy Services, Inc.*		66,700		$    463,565
Mitcham Industries, Inc.*		25,350		345,520
Natural Gas Services Group, Inc.*		7,500		123,150
Parker Drilling Co.*		55,400		254,840
PHI, Inc.*		3,750		125,588
Pioneer Energy Services Corp.*		119,400		866,844
TGC Industries, Inc.		472		3,866
Vantage Drilling Co.*		137,300		251,259
Willbros Group, Inc.*		45,100		241,736
				5,785,248
Food & Staples Retailing - 2.19%
Andersons, Inc. (The)		21,800		935,220
Ingles Markets, Inc., Class A		20,200		348,652
Nash Finch Co.		11,550		245,784
Pantry, Inc. (The)*		24,900		302,037
Spartan Stores, Inc.		20,300		311,808
SUPERVALU, Inc.+		147,550		364,448
Susser Holdings Corp.*		16,850		581,157
Village Super Market, Inc., Class A		6,850		225,091
Weis Markets, Inc.		22,600		885,242
				4,199,439
Food Products - 1.24%
Chiquita Brands
International, Inc.*		9,800		80,850
Diamond Foods, Inc.+		8,900		121,663
Dole Food Co., Inc.*		41,550		476,578
Farmer Bros. Co.*		18,700		269,841
Feihe International, Inc.*		300		1,980
Fresh Del Monte Produce, Inc.		16,450		433,458
John B. Sanfilippo & Son, Inc.		8,750		159,075
Omega Protein Corp.*		44,850		274,482
Seneca Foods Corp., Class A*		1,350		41,040
SkyPeople Fruit Juice, Inc.*		51,000		102,510
Zhongpin, Inc.*		32,100		412,164
				2,373,641
Health Care Equipment & Supplies - 0.81%
Alphatec Holdings, Inc.*		100,000		165,000
Fonar Corp.*		13,600		58,888
Invacare Corp.		48,550		791,365
Medical Action Industries, Inc.*		36,350		97,782
NuVasive, Inc.*		22,900		354,034
RTI Biologics, Inc.*		10,000		42,700

Industry    Company	Shares		Value
Health Care Equipment & Supplies (continued)
Symmetry Medical, Inc.*		1,300		$    13,676
Theragenics Corp.*		18,250		29,017
				1,552,462
Health Care Providers & Services - 3.10%
Addus HomeCare Corp.*		700		4,984
Almost Family, Inc.		14,050		284,653
Amedisys, Inc.*		47,250		532,508
AMN Healthcare Services, Inc.*		32,800		378,840
Amsurg Corp.*		11,100		333,111
BioScrip, Inc.*		9,500		102,315
CardioNet, Inc.*		34,479		78,612
Cross Country Healthcare, Inc.*		7,200		34,560
Emeritus Corp.*		16,600		410,352
Ensign Group, Inc. (The)		10,200		277,338
Five Star Quality Care, Inc.*		74,700		374,247
Healthways, Inc.*		29,321		313,735
Kindred Healthcare, Inc.*		16,600		179,612
Molina Healthcare, Inc.*		28,600		773,916
PharMerica Corp.*		5,300		75,472
Providence Service Corp. (The)*		16,150		274,388
Select Medical Holdings Corp.+		68,250		643,598
Skilled Healthcare Group, Inc., Class A*		14,650		93,320
Triple-S Management Corp., Class B*		31,500		581,805
Universal American Corp.		22,525		193,490
				5,940,856
Hotels, Restaurants & Leisure - 4.85%
Ark Restaurants Corp.		200		3,370
Bob Evans Farms, Inc.		17,225		692,445
Boyd Gaming Corp.*+		112,400		746,336
Carrols Restaurant Group, Inc.*		7,825		46,794
CEC Entertainment, Inc.		8,500		282,115
Cracker Barrel Old Country Store, Inc.		15,200		976,752
DineEquity, Inc.*		12,475		835,825
Dover Downs Gaming & Entertainment, Inc.		14,000		30,800
Einstein Noah Restaurant Group, Inc.		6,050		73,870
Famous Dave’s of America, Inc.*		1,650		15,164
Fiesta Restaurant Group, Inc.*		7,825		119,879
Frisch’s Restaurants, Inc.		2,400		44,400

  22 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Hotels, Restaurants & Leisure (continued)
Full House Resorts, Inc.*		1,550		$    5,348
Isle of Capri Casinos, Inc.*		72,150		404,040
Jack in the Box, Inc.*		24,550		702,130
Kona Grill, Inc.*		300		2,601
Lakes Entertainment, Inc.*		23,900		71,700
Luby’s, Inc.*		42,500		284,325
Marcus Corp.		8,800		109,736
Monarch Casino & Resort, Inc.*		22,300		243,293
MTR Gaming Group, Inc.*		9,900		41,283
Nevada Gold & Casinos, Inc.*		7,000		5,390
Pinnacle Entertainment, Inc.*		46,100		729,763
Red Robin Gourmet Burgers, Inc.*		14,650		516,998
Ruby Tuesday, Inc.*		34,500		271,170
Ruth’s Hospitality Group, Inc.*		29,250		212,648
Scientific Games Corp., Class A*		42,150		365,440
Sonic Corp.*		19,850		206,638
Speedway Motorsports, Inc.		19,450		346,988
Town Sports International Holdings, Inc.		23,000		244,950
WMS Industries, Inc.*		37,900		663,250
				9,295,441
Household Durables - 0.77%
Comstock Holding Cos., Inc.*		700		812
CSS Industries, Inc.		8,058		176,390
Flexsteel Industries, Inc.		150		3,218
Hooker Furniture Corp.		9,300		135,129
La-Z-Boy, Inc.		26,000		367,900
Libbey, Inc.*		22,805		441,277
Lifetime Brands, Inc.		10,199		108,211
NACCO Industries, Inc., Class A		1,350		81,931
Stanley Furniture Co., Inc.*		35,100		157,950
Universal Electronics, Inc.*		600		11,610
				1,484,428
Household Products - 0.47%
Central Garden & Pet Co.,
Class A*		33,200		346,940
Harbinger Group, Inc.*		70,100		539,069
Oil-Dri Corp. of America		450		12,420
				898,429
Independent Power Producers & Energy Traders - 0.03%
Genie Energy, Ltd., Class B		9,100		64,610

Industry    Company	Shares		Value
Insurance - 5.34%
American Equity Investment Life Holding Co.		44,250		$    540,292
American Safety Insurance Holdings, Ltd.*		12,350		233,662
Baldwin & Lyons, Inc., Class B		6,100		145,546
Crawford & Co., Class B		20,350		162,393
Eastern Insurance Holdings, Inc.		11,300		193,004
EMC Insurance Group, Inc.		2,850		68,058
FBL Financial Group, Inc., Class A		19,666		672,774
Fortegra Financial Corp.*		27,600		245,364
Hallmark Financial Services, Inc.*		4,000		37,560
Homeowners Choice, Inc.+		4,000		83,160
Horace Mann Educators Corp.		23,050		460,078
Independence Holding Co.		7,810		74,351
Infinity Property & Casualty Corp.		9,200		535,808
Maiden Holdings, Ltd.		37,550		345,085
Meadowbrook Insurance Group, Inc.		30,800		178,024
Montpelier Re Holdings, Ltd.		43,950		1,004,697
National Financial Partners Corp.*		28,110		481,805
National Western Life Insurance Co., Class A		2,050		323,367
Navigators Group, Inc. (The)*		8,950		457,077
Safety Insurance Group, Inc.		7,100		327,807
Selective Insurance Group, Inc.		43,500		838,245
State Auto Financial Corp.		18,350		274,149
Stewart Information Services Corp.		12,450		323,700
Symetra Financial Corp.		69,750		905,355
Tower Group, Inc.		50,006		888,607
United Fire Group, Inc.		12,500		273,000
Universal Insurance Holdings, Inc.		40,650		178,047
				10,251,015
Internet & Catalog Retail - 0.40%
1-800-Flowers.com, Inc.,
Class A*		23,200		85,144
dELiA*s, Inc.*		14,700		17,199
Nutrisystem, Inc.+		24,500		200,655
Orbitz Worldwide, Inc.*		71,850		195,432

  www.bridgewayomni.com 23

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Internet & Catalog Retail (continued)
Overstock.com, Inc.*+		18,100		$    259,011
				757,441
Internet Software & Services - 1.85%
Digital River, Inc.*		39,700		571,283
EarthLink, Inc.		159,000		1,027,140
Monster Worldwide, Inc.*		151,900		853,678
QuinStreet, Inc.*+		74,125		498,120
Tucows, Inc.*		57,800		83,232
United Online, Inc.		90,800		507,572
				3,541,025
IT Services - 2.20%
Acxiom Corp.*		31,800		555,228
Analysts International Corp.*		4,300		13,588
CACI International, Inc., Class A*		16,975		934,134
CIBER, Inc.*		157,501		526,053
CSG Systems International, Inc.*		1,600		29,088
Dynamics Research Corp.*		11,350		66,398
Edgewater Technology, Inc.*		6,100		23,180
Global Cash Access Holdings, Inc.*		11,950		93,688
Hackett Group, Inc. (The)		2,800		11,984
Lender Processing Services, Inc.		13,900		342,218
Mantech International Corp., Class A+		48,200		1,250,308
NCI, Inc., Class A*		9,700		45,493
Online Resources Corp.*		40,974		93,011
Pfsweb, Inc.*		450		1,278
TNS, Inc.*		11,000		228,030
				4,213,679
Leisure Equipment & Products - 0.09%
Arctic Cat, Inc.*		450		15,025
Johnson Outdoors, Inc., Class A*		3,950		78,684
Nautilus, Inc.*		10,786		37,859
Summer Infant, Inc.*		27,700		48,198
				179,766
Life Sciences Tools & Services - 0.03%
Cambrex Corp.*		5,800		66,004
Machinery - 1.49%
Accuride Corp.*		102,200		328,062
Albany International Corp., Class A		9,200		208,656
Ampco-Pittsburgh Corp.		3,700		73,926

Industry    Company	Shares		Value
Machinery (continued)
Briggs & Stratton Corp.		21,450		$    452,166
China Valves Technology, Inc.*		52,700		23,715
Cleantech Solutions International, Inc.*+		12,000		47,400
Columbus McKinnon Corp.*		19,700		325,444
Commercial Vehicle Group, Inc.*		22,100		181,441
FreightCar America, Inc.		6,100		136,762
Greenbrier Cos., Inc.*		25,200		407,484
Hardinge, Inc.		400		3,976
Hyster-Yale Materials Handling, Inc.		2,700		131,760
John Bean Technologies Corp.		1,820		32,341
LB Foster Co., Class A		1,750		76,020
Lydall, Inc.*		550		7,887
Miller Industries, Inc.		150		2,288
Mueller Water Products, Inc., Class A		7,200		40,392
NF Energy Saving Corp.*		16,900		17,238
NN, Inc.*		29,500		270,220
Supreme Industries, Inc., Class A*		29,000		98,890
				2,866,068
Marine - 0.19%
Eagle Bulk Shipping, Inc.*+		187		280
Excel Maritime Carriers, Ltd.*		101,600		44,196
Genco Shipping & Trading, Ltd.*+		48,750		170,138
International Shipholding Corp.		7,850		129,368
Ultrapetrol Bahamas, Ltd.*		10,900		17,985
				361,967
Media - 2.02%
AH Belo Corp., Class A		33,800		157,170
Ballantyne Strong, Inc.*		14,300		47,190
Belo Corp., Class A		4,750		36,432
Cumulus Media, Inc., Class A*		69,865		186,540
Dex One Corp.*		72,000		113,760
Digital Generation, Inc.*		210		2,281
E.W. Scripps Co., Class A (The)*		14,600		157,826
Entercom Communications Corp., Class A*		37,050		258,609
Entravision Communications Corp., Class A		36,350		60,341

  24 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Media (continued)
Gray Television, Inc.*		58,950		$    129,690
Journal Communications, Inc., Class A*		47,450		256,704
Lee Enterprises, Inc.*		4,050		4,617
McClatchy Co., Class A (The)*		100,000		327,000
Media General, Inc., Class A*+		800		3,440
New York Times Co., Class A (The)*		60,550		516,492
Radio One, Inc., Class D*		20,350		15,466
Reading International, Inc., Class A*		9,900		59,499
Salem Communications Corp., Class A		25,700		140,322
Scholastic Corp.		31,900		942,964
Valassis Communications, Inc.+		17,700		456,306
				3,872,649
Metals & Mining - 2.46%
Friedman Industries, Inc.		3,500		35,420
Golden Star Resources, Ltd.*		287,500		529,000
Handy & Harman, Ltd.*		13,300		200,431
Horsehead Holding Corp.*		8,900		90,869
Jaguar Mining, Inc.*+		80,400		50,773
Materion Corp.		30,600		788,868
Noranda Aluminum Holding Corp.		73,400		448,474
Olympic Steel, Inc.		18,000		398,520
Revett Minerals, Inc.*		60,000		169,200
Schnitzer Steel Industries, Inc., Class A		41,200		1,249,596
Worthington Industries, Inc.		29,100		756,309
				4,717,460
Multiline Retail - 0.28%
Bon-Ton Stores, Inc. (The)		9,050		109,686
Fred’s, Inc., Class A		16,250		216,288
Tuesday Morning Corp.*		32,950		205,937
				531,911
Oil, Gas & Consumable Fuels - 5.34%
Adams Resources & Energy, Inc.		400		14,028
Alon USA Energy, Inc.		50,700		917,163
Bill Barrett Corp.*		10,700		190,353
BioFuel Energy Corp.*+		10,000		36,800
Callon Petroleum Co.*		56,300		264,610
Clayton Williams Energy, Inc.*		5,600		224,000

Industry    Company	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Cloud Peak Energy, Inc.*		44,300		$    856,319
Comstock Resources, Inc.*		38,500		582,505
Crimson Exploration, Inc.*		64,200		175,908
Crosstex Energy, Inc.		35,600		510,504
Delek US Holdings, Inc.		22,900		579,828
Double Eagle Petroleum Co.*		12,050		47,477
EPL Oil & Gas, Inc.*		11,300		254,815
Forest Oil Corp.*		35,500		237,495
Gran Tierra Energy, Inc.*		60,200		331,702
Green Plains Renewable Energy, Inc.*		26,450		209,219
Hallador Energy Co.		7,800		64,428
James River Coal Co.*+		20,900		66,880
L&L Energy, Inc.*		15,200		28,880
Longwei Petroleum Investment Holding, Ltd.*+		113,000		238,430
PDC Energy, Inc.*		15,380		510,770
Penn Virginia Corp.		92,900		409,689
PostRock Energy Corp.*		12,000		17,760
Resolute Energy Corp.*+		76,629		622,994
REX American Resources Corp.*		10,550		203,509
Stone Energy Corp.*		45,300		929,556
Swift Energy Co.*		34,100		524,799
Teekay Tankers, Ltd.+		80,800		234,320
U.S. Energy Corp.*		20,200		30,300
W&T Offshore, Inc.+		47,800		766,234
Warren Resources, Inc.*		17,380		48,838
Western Refining, Inc.		4,300		121,217
				10,251,330
Paper & Forest Products - 1.46%
Clearwater Paper Corp.*		9,500		372,020
KapStone Paper & Packaging Corp.		20,575		456,559
Mercer International, Inc.*		66,850		478,646
Neenah Paper, Inc.		3,100		88,257
Orient Paper, Inc.		34,250		61,308
PH Glatfelter Co.		29,500		515,660
Resolute Forest Products*+		29,700		393,228
Wausau Paper Corp.		49,550		429,103
				2,794,781
Personal Products - 0.11%
Nutraceutical International Corp.		8,950		148,033
Synutra International, Inc.*		14,700		68,061
				216,094

  www.bridgewayomni.com 25

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Pharmaceuticals - 0.00%
Cornerstone Therapeutics, Inc.*		900		$4,257
Professional Services - 1.44%
Barrett Business Services, Inc.		10,800		411,372
CBIZ, Inc.*		5,275		31,175
CDI Corp.		13,500		231,255
CRA International, Inc.*		10,700		211,539
Dolan Co. (The)*		41,000		159,490
Heidrick & Struggles International, Inc.		13,950		212,877
Hudson Global, Inc.*		34,300		153,664
ICF International, Inc.*		10,400		243,776
Insperity, Inc.		17,300		563,288
Kelly Services, Inc., Class A		8,800		138,512
Navigant Consulting, Inc.*		14,600		162,936
RCM Technologies, Inc.		400		2,020
RPX Corp.*		7,796		70,476
VSE Corp.		7,130		174,756
				2,767,136
Road & Rail - 0.89%
Arkansas Best Corp.		8,500		81,175
Avis Budget Group, Inc.*		49,700		985,054
Celadon Group, Inc.		4,400		79,508
Covenant Transportation Group, Inc., Class A*		2,550		14,101
Marten Transport, Ltd.		8,644		158,963
Saia, Inc.*		3,150		72,828
Swift Transportation Co.*		20,000		182,400
Universal Truckload Services, Inc.		7,503		136,930
USA Truck, Inc.*		450		1,544
				1,712,503
Semiconductors & Semiconductor Equipment - 2.42%
Advanced Energy Industries, Inc.*		11,800		162,958
Alpha & Omega Semiconductor, Ltd.*		40,000		336,000
Amkor Technology, Inc.*+		169,400		719,950
AXT, Inc.*		40,300		113,243
GT Advanced Technologies, Inc.*+		50,800		153,416
Integrated Silicon Solution, Inc.*		36,394		327,546
inTEST Corp.		10,150		28,420
Kulicke & Soffa Industries, Inc.*		41,600		498,784
Magnachip Semiconductor Corp.*		33,100		526,952
MEMSIC, Inc.*		30,000		100,200

Industry    Company	Shares		Value
Semiconductors & Semiconductor Equipment (continued)
Pericom Semiconductor
Corp.*		31,500		$252,945
Photronics, Inc.*		118,170		704,293
Spansion, Inc., Class A*		18,700		260,117
TriQuint Semiconductor, Inc.*		45,900		222,156
Ultra Clean Holdings*		46,100		226,351
				4,633,331
Software - 0.22%
Cinedigm Digital Cinema
Corp., Class A*		2,200		3,080
Majesco Entertainment Co.*		33,500		35,175
Net 1 UEPS Technologies, Inc.*		15,700		80,227
NetSol Technologies, Inc.*+		11,100		66,045
TeleCommunication Systems, Inc., Class A*		99,900		246,753
				431,280
Specialty Retail - 6.08%
Aeropostale, Inc.*		40,750		530,158
ANN, Inc.*		27,100		917,064
Appliance Recycling Centers of America, Inc.*		4,300		5,676
Asbury Automotive Group, Inc.*		16,075		514,882
Barnes & Noble, Inc.*+		43,800		660,942
Body Central Corp.*		18,000		179,280
Books-A-Million, Inc.*		350		931
Brown Shoe Co., Inc.		25,150		462,006
Build-A-Bear Workshop, Inc.*		3,800		14,516
Casual Male Retail Group, Inc.*		31,500		132,300
Children’s Place Retail Stores, Inc. (The)*		10,800		478,332
Citi Trends, Inc.*		21,050		289,648
Conn’s, Inc.*+		23,400		717,912
Destination Maternity Corp.		2,028		43,724
Group 1 Automotive, Inc.		19,600		1,215,004
Haverty Furniture Cos., Inc.		5,000		81,550
hhgregg, Inc.*+		41,450		290,979
Hot Topic, Inc.		28,050		270,682
Kirkland’s, Inc.*		3,900		41,301
New York & Co., Inc.*		26,300		100,203
Office Depot, Inc.*		368,000		1,207,040
OfficeMax, Inc.		36,950		360,632
Pep Boys-Manny, Moe & Jack (The)		37,250		366,168
Perfumania Holdings, Inc.*+		7,300		35,916
RadioShack Corp.+		43,500		92,220

  26 Semi-Annual Report | December 31, 2012 (Unaudited)  

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

Showing percentage of net assets as of December 31, 2012 (Unaudited)

Industry    Company	Shares		Value
Common Stocks (continued)
Specialty Retail (continued)
rue21, inc.*		8,400		$      238,476
Shoe Carnival, Inc.		15,525		318,107
Sonic Automotive, Inc., Class A		24,650		514,938
Stage Stores, Inc.		24,700		612,066
Stein Mart, Inc.		32,400		244,296
Systemax, Inc.		11,000		106,150
TravelCenters of America LLC*		34,150		160,505
West Marine, Inc.*		22,679		243,799
Wet Seal, Inc., Class A (The)*		79,350		219,006
				11,666,409
Textiles, Apparel & Luxury Goods - 1.23%
Crown Crafts, Inc.+		21,000		105,000
Culp, Inc.		5,650		84,807
Delta Apparel, Inc.*		13,200		184,536
Jones Group, Inc. (The)+		36,400		402,584
Perry Ellis International, Inc.		19,800		394,020
Quiksilver, Inc.*		43,100		183,175
Rocky Brands, Inc.*		3,150		41,013
Skechers U.S.A., Inc., Class A*		31,600		584,600
Unifi, Inc.*		29,100		378,591
				2,358,326
Thrifts & Mortgage Finance - 2.95%
Astoria Financial Corp.		120,900		1,131,624
Bank Mutual Corp.		62,600		269,180
BankFinancial Corp.		25,100		186,242
BBX Capital Corp., Class A*		590		3,953
Cape Bancorp, Inc.		16,800		145,992
Doral Financial Corp.*		56,100		40,622
ESB Financial Corp.		1,708		23,690
Federal Agricultural Mortgage Corp., Class C		16,500		536,250
First Defiance Financial Corp.		15,750		302,242
First Financial Holdings, Inc.		24,960		326,477
First Financial Northwest, Inc.*		26,400		199,320
First Pactrust Bancorp, Inc.		9,100		111,657
Flushing Financial Corp.		21,000		322,140
Heritage Financial Group, Inc.		12,200		168,238
Home Federal Bancorp, Inc.		19,300		239,899
Meta Financial Group, Inc.		300		6,840

Industry    Company	Shares		Value
Thrifts & Mortgage Finance (continued)
MutualFirst Financial, Inc.		8,700		$       101,268
NASB Financial, Inc.*+		500		10,685
Provident Financial Services, Inc.		67,400		1,005,608
Provident New York Bancorp		24,200		225,302
Pulaski Financial Corp.+		800		7,160
United Community Financial Corp.*		33,400		96,526
WSFS Financial Corp.		4,870		205,758
				5,666,673
Trading Companies & Distributors - 0.29%
Aircastle, Ltd.		32,700		410,058
Willis Lease Finance Corp.*		10,750		153,832
				563,890
Wireless Telecommunication Services - 0.61%
Leap Wireless International, Inc.*+		112,500		748,125
NTELOS Holdings Corp.		12,625		165,514
Shenandoah Telecommunications Co.		15,700		240,367
USA Mobility, Inc.		1,300		15,184
				1,169,190
TOTAL COMMON STOCKS - 98.22%				188,422,390
(Cost $176,358,009)

	Rate^		Shares		Value
MONEY MARKET FUND - 1.11%
BlackRock FedFund		0.01%		2,134,206		2,134,206
TOTAL MONEY MARKET FUND - 1.11%						2,134,206
(Cost $2,134,206)
TOTAL INVESTMENTS - 99.33%						$190,556,596
(Cost $178,492,215)
Other Assets in Excess of Liabilities - 0.67%						1,276,911
NET ASSETS - 100.00%						$191,833,507

*   Non-income producing security.

^ Rate disclosed as of December 31, 2012.

+ This security or a portion of the security is out on loan at December 31, 2012. Total loaned securities had a value of $10,456,391 at December 31, 2012.

LLC - Limited Liability Company

  www.bridgewayomni.com 27

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

Summary of inputs used to value the Fund’s investments as of 12/31/2012 is as follows (See Note 2 in Notes to Financial Statements):
	Valuation Inputs
	Investment in Securities (Value)
	Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs	Total
Common Stocks	$	188,422,390		$             —	$—	$	188,422,390
Money Market Fund		—		2,134,206	—		2,134,206
TOTAL	$	188,422,390		$2,134,206	$—	$	190,556,596

See Notes to Financial Statements.

  28 Semi-Annual Report | December 31, 2012 (Unaudited)  

STATEMENTS OF ASSETS AND LIABILITIES  

December 31, 2012 (Unaudited) ASSETS	Omni Small-Cap Value			Omni Tax-Managed         Small-Cap Value
Investments at value	$	214,811,772		$	190,556,596
Receivables:
Portfolio securities sold		1,063,164			697,594
Fund shares sold		1,529,159			3,285,026
Dividends and interest		88,759			80,673
Prepaid expenses		35,080			22,710
Total assets		217,527,934			194,642,599
LIABILITIES
Payables:
Portfolio securities purchased		1,949,680			2,523,034
Fund shares redeemed		830,882			173,596
Accrued Liabilities:
Investment advisory fees		51,712			46,558
Administration fees		6,580			5,504
Directors’ fees		3,022			2,105
Other		47,083			58,295
Total liabilities		2,888,959			2,809,092
NET ASSETS	$	214,638,975		$	191,833,507
NET ASSETS REPRESENT
Paid-in capital	$	189,968,440		$	177,027,083
Distributions in excess of net investment income		(4,851	)		(691)
Accumulated net realized gain on investments		2,653,235			2,742,734
Net unrealized appreciation on investments		22,022,151			12,064,381
NET ASSETS	$	214,638,975		$	191,833,507
Shares of common stock outstanding of $.001 par value*		18,026,857			17,688,934
Net asset value, offering price and redemption price per share	$	11.91		$	10.84
Total investments at cost	$	192,789,621		$	178,492,215

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

See Notes to Financial Statements.

  www.bridgewayomni.com 29

STATEMENTS OF OPERATIONS  

Six Months Ended December 31, 2012 (Unaudited)	Omni Small-Cap Value			Omni Tax-Managed         Small-Cap Value
INVESTMENT INCOME
Dividends	$	2,673,747		$	2,071,650
Securities lending		238,527			153,352
Total Investment Income		2,912,274			2,225,002
EXPENSES
Investment advisory fees		491,367			370,740
Administration fees		37,577			28,342
Accounting fees		46,336			45,853
Transfer agent fees		7,541			6,363
Professional fees		34,961			27,863
Custody fees		7,431			9,130
Blue sky fees		4,847			15,497
Directors’ and officers’ fees		16,360			11,860
Shareholder servicing fees		62,695			49,083
Reports to shareholders		17,045			12,272
Miscellaneous expenses		26,901			19,255
Total Expenses		753,061			596,258
Less investment advisory fees waived		(163,419	)		(151,370)
Net Expenses		589,642			444,888
NET INVESTMENT INCOME		2,322,632			1,780,114
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized Gain (Loss) on:
Investments		4,995,229			3,597,982
Change in Unrealized Appreciation (Depreciation) on:
Investments		11,343,233			8,446,380
Net Realized and Unrealized Gain on Investments		16,338,462			12,044,362
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	18,661,094		$	13,824,476

See Notes to Financial Statements.

  30 Semi-Annual Report | December 31, 2012 (Unaudited)  

STATEMENTS OF CHANGES IN NET ASSETS

	Omni Small-Cap Value						Omni Tax-Managed    Small-Cap Value
	Six Months Ended December 31, 2012			For the Period           August 31, 20111 through June 30, 2012			Six Months Ended December 31, 2012			Year Ended June 30, 2012
	(Unaudited)						(Unaudited)
OPERATIONS
Net investment income	$	2,322,632		$	747,328		$	1,780,114		$	785,043
Net realized gain (loss) on investments		4,995,229			(145,793	)		3,597,982			(827,085	)
Net change in unrealized appreciation (depreciation) on investments		11,343,233			10,678,918			8,446,380			3,181,198
Net increase in net assets resulting from operations		18,661,094			11,280,453			13,824,476			3,139,156
DISTRIBUTIONS:
From net investment income		(2,835,617	)		(218,329	)		(2,235,902	)		(379,007	)
From net realized gains		(2,196,201	)		-			-			-
Net decrease in net assets resulting from distributions		(5,031,818	)		(218,329	)		(2,235,902	)		(379,007	)
SHARE TRANSACTIONS:
Proceeds from sale of shares		34,618,845			178,590,444			63,698,026			112,796,648
Reinvestment of distributions		5,031,818			218,329			2,235,803			379,007
Cost of shares redeemed		(18,193,671	)		(10,318,190	)		(12,905,212	)		(26,664,208	)
Net increase in net assets resulting from share transactions		21,456,992			168,490,583			53,028,617			86,511,447
Net increase in net assets		35,086,268			179,552,707			64,617,191			89,271,596
NET ASSETS:
Beginning of period		179,552,707			-			127,216,316			37,944,720
End of period*		$214,638,975			$179,552,707			$191,833,507			$127,216,316
SHARES ISSUED & REDEEMED
Issued		3,016,950			17,113,203			6,067,954			11,927,426
Distributions reinvested		422,842			21,942			206,255			41,833
Redeemed		(1,567,357	)		(980,723	)		(1,245,876	)		(2,861,204	)
Net increase in shares		1,872,435			16,154,422			5,028,333			9,108,055
Outstanding at beginning of period		16,154,422			-			12,660,601			3,552,546
Outstanding at end of period		18,026,857			16,154,422			17,688,934			12,660,601
* Including undistributed (distributions in excess of) net investment income of:		$(4,851)			$508,134			$(691)			$455,097

¹Commencement of operations.

See Notes to Financial Statements.

  www.bridgewayomni.com 31

FINANCIAL HIGHLIGHTS

(for a share outstanding throughout the period indicated)

			Income from Investment Operations
	Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain\(Loss)			Total from Investment Operations
OMNI SMALL-CAP VALUE
Period Ended December 31, 2012 (Unaudited)		$11.11		$0.14		$0.95			$1.09
Period Ended June 30, 2012(d)		10.00		0.08		1.06			1.14
OMNI TAX-MANAGED SMALL-CAP VALUE
Period Ended December 31, 2012 (Unaudited)		10.05		0.13		0.79			0.92
Year Ended June 30, 2012		10.68		0.09		(0.67	)(e)		(0.58	)
Period Ended June 30, 2011(f)		10.00		0.03		0.65			0.68

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

(b) Annualized for periods less than one year.

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

(d) Commenced operations on August 31, 2011.

(e) Realized and unrealized gain (loss) per share do not correlate to the aggregate of the net unrealized gain in the Statements of Changes in Net Assets for the year ended June 30, 2012, primarily due to the timing of the sales and repurchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio.

(f) Commenced operations on December 31, 2010.

See Notes to Financial Statements.

  32 Semi-Annual Report | December 31, 2012 (Unaudited)  

Less Distributions to Shareholders from:										Ratios & Supplemental Data
Net Realized Gain	Net Investment Income		Total Distributions		Net Asset Value, End of Period		Total Return			Net Assets End of Period (000’s)		Expenses Before Waivers and Reimbursements(b)			Expenses After Waivers and Reimbursements(b)			Net Investment Income After Waivers and Reimbursements(b)			Portfolio Turnover Rate
$(0.13)		$(0.16)		$(0.29)		$11.91		9.80	%(c)		$214,639		0.77	%		0.60	%		2.36	%		13	%
-		(0.03)		(0.03)		11.11		11.41	%(c)		$179,553		0.84	%		0.60	%		0.92	%		8	%
-		(0.13)		(0.13)		10.84		9.19	%(c)		191,834		0.80	%		0.60	%		2.40	%		18	%
-		(0.05)		(0.05)		10.05		(5.41	%)(c)		127,216		0.90	%		0.60	%		0.95	%		26	%
-		-		-		10.68		6.80	%(c)		37,945		1.56	%		0.60	%		0.57	%		7	%

  www.bridgewayomni.com 33

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 (Unaudited)

1. Organization:

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

Bridgeway is organized as a series fund, with 11 investment funds as of December 31, 2012 (each, a “Bridgeway Fund” and collectively, the “Bridgeway Funds”). Aggressive Investors 1, Ultra-Small Company, Ultra-Small Company Market, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value, Large-Cap Growth, Blue Chip 35 Index and Managed Volatility Funds are presented in a separate report. The Omni Small-Cap Value Fund and the Omni Tax-Managed Small-Cap Value Fund (each a “Fund” and together, the “Funds”) are presented in this report.

Bridgeway is authorized to issue 1,915,000,000 shares of common stock at $0.001 per share. As of December 31, 2012, 100,000,000 shares have been classified into the Aggressive Investors 1 Fund. 130,000,000 shares have been classified into the Blue Chip 35 Index Fund. 15,000,000 shares have been classified into the Ultra-Small Company Fund. 100,000,000 shares each have been classified into the Ultra-Small Company Market, Omni Small-Cap Value, Omni Tax-Managed Small-Cap Value, Small-Cap Momentum, Small-Cap Growth, Small-Cap Value and Large-Cap Growth Funds. 50,000,000 shares have been classified into the Managed Volatility Fund.

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

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

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

2. Significant Accounting Policies:

The following summary of significant accounting policies, followed in the preparation of the financial statements of the Funds, are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Securities, Options and Other Investments Valuation Other than options, portfolio securities that are principally traded on a national securities exchange are valued at their last sale price on the principal exchange on which they are traded prior to the close of the New York Stock Exchange (“NYSE”), on each day the NYSE is open for business. If there is no closing price on the NYSE, the portfolio security will be valued using a composite price, which is defined as the last price for the security on any exchange. Portfolio securities other than options that are principally traded on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”). In the absence of recorded sales on their home exchange, or NOCP, in the case of NASDAQ traded securities, the security will be valued as follows: bid prices for long positions and ask prices for short positions. Other investments for which no sales are reported are valued at the latest bid price in accordance with the pricing policy established by the Board of Directors.

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

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

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

  34 Semi-Annual Report | December 31, 2012 (Unaudited)  

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2012 (Unaudited)

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

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

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

— Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs are classified as Level 2 prices. These generally include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds and less liquid listed equity securities. As investments whose values are classified as Level 2 prices include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Money market fund investments consist of mutual funds which invest primarily in securities that are valued at amortized cost, a Level 2 investment. Therefore, the money market funds are classified as Level 2 investments.

— Level 3 — significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments)

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the Funds use one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Funds in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting value and therefore the Funds’ results of operations.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Funds’ investments as of December 31, 2012 is included with each Fund’s Schedule of Investments.

The Funds’ policy is to recognize transfers into, and transfers out of, each level of hierarchy as of the beginning of the reporting period. For the period ended December 31, 2012, there were no transfers between Level 1 and Level 2 in any of the Funds. Details regarding transfers into, and transfers out of, Level 3 can be found at the end of each Schedule of Investments for Funds that hold Level 3 securities.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. ASU No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Management is evaluating any impact ASU No. 2011-11 may have on the Fund’s financial statements.

Securities Lending Upon lending its securities to third parties, each Fund receives compensation in the form of fees. A Fund also continues to receive dividends on the securities loaned. The loans are secured by collateral at least equal to the fair value of the securities loaned plus accrued interest. Gain or loss in the fair value of the securities loaned that may occur during the

  www.bridgewayomni.com 35

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2012 (Unaudited)

term of the loan will be for the account of a Fund. Each Fund has the right under the lending agreement to recover the securities from the borrower on demand. Additionally, a Fund does not have the right to sell or repledge collateral received in the form of securities unless the borrower goes into default. The risks to a Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due.

As of December 31, 2012, the Funds had securities on loan and related collateral with values shown below:

Bridgeway Fund	Securities on Loan Value		Value of Collateral
Omni Small-Cap Value	$	13,117,516	$	13,274,995
Omni Tax-Managed Small-Cap Value		10,456,391		10,601,442

It is each Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than that required under the lending contract. As of December 31, 2012, the collateral consisted of an institutional money market fund.

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

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

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

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

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

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. Management Fees, Other Related Party Transactions and Contingencies:

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

  36 Semi-Annual Report | December 31, 2012 (Unaudited)  

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

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 period ended December 31, 2012. Any material change to the expense limitation would require a vote by shareholders of the applicable Fund.

Bridgeway Fund	Expense Limitation		Total Waivers and       Reimbursements        for Period Ending       12/31/12
Omni Small-Cap Value*		0.60%	$163,419
Omni Tax-Managed Small-Cap Value*		0.60%	151,370

*The Funds are authorized to reimburse the Adviser for management fees previously waived and/or for expenses previously paid by the Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the fiscal year in which the Adviser waived the fees or reimbursed the expenses and the reimbursements do not cause the Funds to exceed the expense limitation in the agreement. The Omni Small-Cap Value Fund has recoupable expenses of $184,328 and $163,419, which expire on June 30, 2015 and June 30, 2016, respectively. The Omni Tax-Managed Small-Cap Value Fund has recoupable expenses of $85,793, $243,003, and $151,370, which expire June 30, 2014, June 30, 2015, and June 30, 2016, respectively.

Other Related Party Transactions:  The Bridgeway Funds will engage in inter-portfolio trades between funds when it is to the benefit of both parties. The Board of Directors reviews these trades quarterly. Inter-portfolio purchases and sales for the Funds during the period ended December 31, 2012 were as follows:

Bridgeway Fund	Inter-portfolio Purchases			Inter-portfolio  Sales
Omni Small-Cap Value		$	8,260,863		$	3,879,445
Omni Tax-Managed Small-Cap Value			8,114,441			3,317,571

The Adviser entered into an Administrative Services Agreement with Bridgeway, pursuant to which the Adviser provides various administrative services to the Funds including, but not limited to: (i) supervising and managing various aspects of the Funds’ business and affairs; (ii) selecting, overseeing and/or coordinating activities with other service providers to the Funds; (iii) providing reports to the Board of Directors as requested from time to time; (iv) assisting and/or reviewing amendments and updates to the Funds’ registration statement and other filings with the Securities and Exchange Commission (“SEC”); (v) providing certain shareholder services; (vi) providing administrative support in connection with meetings of the Board of Directors; and (vii) providing certain record-keeping services. For its services to all of the Bridgeway Funds, the Adviser is paid an aggregate annual fee of $535,000 payable in equal monthly installments. During the period ended December 31, 2012, the allocation of this expense to the Omni Small-Cap Value and Omni Tax-Managed Small-Cap Value Funds was $37,577 and $28,342, respectively.

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

  www.bridgewayomni.com 37

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2012 (Unaudited)

Board of Directors Compensation  Independent Directors are paid an annual retainer of $14,000 with an additional retainer of $2,500 paid to the Independent Chairman of the Board and an additional retainer of $1,000 paid to the Nominating and Corporate Governance Committee Chair. The retainer is paid in quarterly installments. Independent Directors are paid $6,000 per meeting for meeting fees. Such compensation is the total compensation from all Bridgeway Funds and is allocated among the Bridgeway Funds.

The Independent Directors receive this compensation in the form of shares of the Bridgeway Funds, credited to his or her account. Such Directors are reimbursed for any expenses incurred in attending meetings and conferences and expenses for subscriptions or printed materials. The amount of Directors’ fees attributable to each Fund is disclosed in the Statement of Operations.

4. Distribution and Shareholder Servicing Fees:

Foreside Fund Services, LLC acts as distributor of the Funds’ shares pursuant to a Distribution Agreement dated November 12, 2010. The Adviser pays all costs and expenses associated with distribution of the Funds’ shares pursuant to a protective plan adopted by shareholders pursuant to Rule 12b-1.

5. Purchases and Sales of Investment Securities:

Purchases and sales of investments, other than short-term securities, for each Fund for the period ended December 31, 2012 were as follows:

	Purchases		Sales
	U.S. Government	Other	U.S. Government	Other
Omni Small-Cap Value	$    -	$43,234,369	$    -	$  25,860,824
Omni Tax-Managed Small-Cap Value	-	76,809,235	-	26,543,967

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 distribute income to the extent necessary so that such Fund is not subject to federal income tax. Therefore, no federal income tax provision is required.

Unrealized Appreciation and Depreciation on Investments (Tax Basis)  The amount of net unrealized appreciation/ depreciation and the cost of investment securities for tax purposes, including short-term securities at December 31, 2012, were as follows:

	Omni Small-Cap Value	Omni Tax-Managed  Small-Cap Value
Gross appreciation (excess of value over tax cost)	$  33,934,135	$  22,552,561
Gross depreciation (excess of tax cost over value)	(11,911,984)	10,529,762)
Net unrealized appreciation (depreciation)	$  22,022,151	$  12,022,799
Cost of investments for income tax purposes	$192,789,621	$178,533,797

The differences between book and tax net unrealized appreciation (depreciation) are due to wash sale loss deferrals.

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

  38 Semi-Annual Report | December 31, 2012 (Unaudited)  

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2012 (Unaudited)

The Omni Small-Cap Value Fund commenced operations on August 31, 2011 and the Omni Tax-Managed Small-Cap Value Fund commenced operations on December 31, 2010. There were no cash distributions paid during the period ended June 30, 2011. The tax character of the distributions paid by the Funds during the fiscal year ended June 30, 2012, are as follows:

	Omni Small-Cap Value	Omni Tax-Managed  Small-Cap Value
	Year Ended June 30, 2012	Year  Ended  June 30, 2012
Distributions paid from:
Ordinary Income	$218,329	$379,007
Total	$218,329	$379,007

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Funds will not be subject to expiration and will retain their character as either short-term or long-term capital losses. At June 30, 2012, the Omni Tax-Managed Small-Cap Value Fund had $691,466 of short-term capital loss carryforwards available for tax purposes with an indefinite expiration date. There are no capital loss carryovers for Omni Small-Cap Value Fund as of June 30, 2012.

Components of Accumulated Earnings (Deficit)  As of June 30, 2012, the components of accumulated earnings (deficit) on a tax basis were:

	Omni Small-Cap Value	Omni Tax-Managed  Small-Cap Value
Undistributed Net Investment Income	$     508,151	$   455,114
Accumulated Net Realized Loss on Investments*	(145,793)	(784,480)
Net Unrealized Appreciation of Investments	10,678,901	3,547,216
Total	$11,041,259	$3,217,850

* Includes qualified late-year losses that the Funds have elected to defer to the beginning of their next fiscal year ending June 30, 2013. The Omni Small-Cap Value Fund and Omni Tax-Managed Small-Cap Value Fund have deferred post October losses of $145,793 and $93,014, respectively.

Accounting for Uncertainty in Income Taxes sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has analyzed each Fund’s tax positions and has concluded that no provision for income tax is required in each Fund’s financial statements. The Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Funds’ federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

7. Line of Credit

Bridgeway established a line of credit agreement (“Facility”) with The Bank of New York Mellon effective November 5, 2010. The Facility is for temporary or emergency purposes, such as to provide liquidity for shareholder redemptions, and is cancellable by either party. Unless cancelled earlier, the Facility shall be held available until September 19, 2013. Advances under the Facility are limited to $10,000,000 in total for all Bridgeway Funds and advances to each Bridgeway Fund shall not exceed certain limits set forth in the credit agreement, including but not limited to, the maximum amount a Bridgeway Fund is permitted to borrow under the 1940 Act.

The Bridgeway Funds incur a commitment fee of 0.05% per annum on the unused portion of the Facility and interest expense to the extent of amounts borrowed under the Facility. Interest is based on the “Overnight Rate” plus 1.25%. The Overnight Rate means the higher of (a) the Federal Funds rate, (b) the Overnight Eurodollar Rate, or (c) the One-month Eurodollar Rate. The commitment fees are payable quarterly in arrears and are allocated to all participating Bridgeway Funds. Interest expense is charged directly to a Bridgeway Fund based upon actual amounts borrowed by such Bridgeway Fund.

  www.bridgewayomni.com 39

NOTES TO FINANCIAL STATEMENTS (continued)  

December 31, 2012 (Unaudited)

For the period ended December 31, 2012, borrowings by the Funds under this line of credit were as follows:

Bridgeway Fund	Weighted Average Interest Rate	Weighted Average Loan Balance	Number of Days Outstanding	Interest Expense Incurred1	Maximum Amount  Borrowed During  the Period
Omni Small-Cap Value	1.46%	$496,741	27	$538	$813,000
Omni Tax-Managed Small-Cap Value	1.49%	720,333	3	88	1,027,000

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

There were no outstanding borrowings by the Funds under this line of credit as of December 31, 2012.

8. Subsequent Events

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

  40 Semi-Annual Report | December 31, 2012 (Unaudited)  

OTHER INFORMATION

December 31, 2012 (unaudited)

1. Proxy Voting

Fund policies and procedures used in determining how to vote proxies relating to the Funds’ securities and a summary of proxies voted by the Funds for the period ended June 30, 2012 are available without a charge, upon request, by contacting Bridgeway Funds at 1-800-661-3550 and on the SEC’s website at http://www.sec.gov.

2. Fund Holdings

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

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

  www.bridgewayomni.com 41

DISCLOSURE OF FUND EXPENSES

December 31, 2012 (unaudited)

As a shareholder of a Fund, you will incur no transaction costs from such Fund, including sales charges (loads) on purchases, on reinvested dividends, or on other distributions. There are no exchange fees. However, as a shareholder of a Fund, you will incur ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on July 1, 2012 and held until December 31, 2012.

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

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

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

	Beginning Account Value at 7/1/12	Ending Account Value at 12/31/12	Expense Ratio		Expenses Paid  During Period*  7/1/12 - 12/31/12
Bridgeway Omni Small-Cap Value
Actual Fund Return	$1,000.00	$1,098.00		0.60%	$3.17
Hypothetical Fund Return	$1,000.00	$1,022.18		0.60%	$3.06
Bridgeway Omni Tax-Managed Small-Cap Value
Actual Fund Return	$1,000.00	$1,091.90		0.60%	$3.16
Hypothetical Fund Return	$1,000.00	$1,022.18		0.60%	$3.06

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

  42 Semi-Annual Report | December 31, 2012 (Unaudited)  

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BRIDGEWAY FUNDS, INC.

BNY Mellon Investment Servicing (US) Inc.

P.O. Box 9860

Providence, RI 02940-8060

CUSTODIAN

The Bank of New York Mellon

One Wall Street

New York, NY 10286

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

You can review and copy information about our Funds (including the SAI) at the SEC’s Public Reference Room in Washington, D.C. To  find out more about this public service, call the SEC at 800-SEC-0330. Reports and other information about the Funds is also available on  the SEC’s website at www.sec.gov. You can receive copies of this information, for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520 or by sending an electronic request to the following email address:  publicinfo@sec.gov.

Item 2.   Code of Ethics.

Not applicable.

Item 3.   Audit Committee Financial Expert.

Not applicable.

Item 4.   Principal Accountant Fees and Services.

Not applicable.

Item 5.   Audit Committee of Listed registrants.

Not applicable.

Item 6.   Investments.

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

(b)   The Registrant made no divestments of securities in accordance with section 13(c) of the Investment Company Act of 1940.

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

Not applicable.

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

Not applicable.

Item 9.   Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

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

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

Item 11.   Controls and Procedures.

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

(b)   There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.   Exhibits.

(a)(1)	Not applicable.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

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

(Registrant) Bridgeway Funds, Inc.

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

Date March 5, 2013

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

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

Date March 5, 2013

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

Date March 5, 2013

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

EX-99.CERT

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the

Sarbanes-Oxley Act

I, Michael D. Mulcahy, certify that:

1. I have reviewed this report on Form N-CSR of Bridgeway Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 5, 2013	/s/ Michael D. Mulcahy
		Michael D. Mulcahy, President and Principal
		Executive Officer
		(principal executive officer)

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the

Sarbanes-Oxley Act

I, Linda G. Giuffré, certify that:

1. I have reviewed this report on Form N-CSR of Bridgeway Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 5, 2013	/s/ Linda G. Giuffré
		Linda G. Giuffré, Treasurer and Principal Financial Officer
		(principal financial officer)

EX-99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the

Sarbanes-Oxley Act

I, Michael D. Mulcahy, President and Principal Executive Officer of Bridgeway Funds, Inc. (the “Registrant”), certify that:

1. The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	March 5, 2013	/s/ Michael D. Mulcahy
		Michael D. Mulcahy, President and Principal
		Executive Officer
		(principal executive officer)

I, Linda G. Giuffré, Treasurer and Principal Financial Officer of Bridgeway Funds, Inc. (the “Registrant”), certify that:

1. The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	March 5, 2013	/s/ Linda G. Giuffré
		Linda G. Giuffré, Treasurer and Principal Financial Officer
		(principal financial officer)