BRIDGEWAY FUND INC
N-30D, 1999-02-22
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<PAGE>   1


February 13, 1999


Dear Fellow Aggressive Growth Shareholder,

Overall Summary

Following the poorest quarter since inception, the fourth quarter was our best,
up an astounding 38.6%. This quarterly performance trounced each of our
benchmarks, more than recovering the loss of the prior quarter. It was a quarter
in which active management helped a lot. We picked up some very cheap mid-cap
growth stocks in the October downturn, increased our exposure to the Internet in
October and November, and then picked up some micro-cap stocks in late December.
Each of these moves was timely. For the quarter, we ranked 7th of 153 capital
appreciation funds according to Morningstar. We are still shy of our peak
reached on April 22 of last year, however.

For the year, we were up a very strong 19.3%. For the trailing three year
period, we ranked 16th of 103 capital appreciation funds according to
Morningstar. I am not displeased with this performance given we have achieved it
in a period of large-company dominance--not our strong suit.

Performance Summary

The table below presents our December quarter, one year, and life-to-date
financial results according to the formula required by the SEC. The graph below
shows our quarterly performance relative to these benchmarks. I am pleased with
our outperformance of the Russell 2000 Index (the index closest in size to our
companies over this period) by 9+% per year. We haven't caught the S&P 500 yet,
but we made good progress in the last quarter.

<TABLE>
<CAPTION>

                                                           Dec. Qtr.       1 Year       Life-to-Date
                                                            10/1/98        1/1/98         8/5/94 to
                                                          to 12/31/98    to 12/31/98     12/31/98**
                                                          -----------    -----------    ------------
<S>                                                       <C>            <C>            <C>
             Aggressive Growth Portfolio                     38.6%          19.3%           24.0%
             S&P 500 Index (large companies)*                21.4%          28.7%           27.9%
             Russell 2000 (small companies)*                 16.3%          (2.6)%          14.8%
             Lipper Capital Appreciation Funds*              22.6%          20.0%           19.4%
</TABLE>

* The Russell 2000 and S&P 500 are unmanaged indexes of large and small
companies, respectively, with dividends reinvested. The Lipper Capital
Appreciation Funds reflect the aggregate record of more aggressive domestic
growth mutual funds as reported by Lipper Analytical Services, Inc. Past
performance does not guarantee future returns.

** Life-to-date returns are annualized; quarterly returns are not annualized.


AGGRESSIVE GROWTH GRAPH INFORMATION:

Title: Growth of $10,000 Invested in various Funds and Indexes from 8/5/94 to 
       12/31/98

Shows the growth of $10,000 in the Bridgeway Aggressive Growth Portfolio, the 
Lipper Capital Appreciation Funds, the Russell 2000 Index and the S&P 500 
Index. As of 12/31/98 the $10,000 had grown to $25,782 in the Bridgeway 
Aggressive Growth Portfolio, $29,528 in the S&P Index, $18,393 in the Russell 
2000 Index and $21,852 in the Lipper Capital Appreciation Funds.

<PAGE>   2


Explanation of Quarterly Performance:  The Movers and the Shakers

Translation:  Our technology and retail stocks carried the day.

Our December quarter performance was helped tremendously by our increased focus
on technology stocks, which represented a higher than normal 38% of assets on
December 31. Our retail stocks (19% of net assets) also roared ahead in the
quarter. Eight of our stocks gained 50% or more during the quarter:

<TABLE>
<CAPTION>

                Rank Description                 Industry                              % Change
                ----------------                 --------                              --------
                <S>                              <C>                                   <C>
                America Online Inc.              Data Processing-services              177.9%
                Children's Place Stores, Inc.    Retail Stores                         151.3%
                Pegasus Systems, Inc.            Services                              133.2%
                Neomagic Corp.                   Data Processing-hardware               92.4%
                Power Integrations, Inc.         Electronic/Electric                    85.8%
                Gap, Inc.                        Retail Stores                          59.6%
                Ansys Inc.                       Data Processing-software               51.7%
                Cisco Systems Inc.               Data Processing-hardware               50.2%
</TABLE>

America Online, a small position when we bought it May, now is our sixth largest
holding, all due to appreciation. Pegasus Systems, the premier on-line
reservation systems for hotels, and Cisco, a networking solutions firm, also
caught the Internet "wave" of the last quarter. Different models found each of
these three stocks; there was no conscious decision to buy Internet-related
companies. 

None of our stocks declined as much as 50% in the quarter. PTI Holdings was the
worst, down 43%. This manufacturer of bicycle helmets and accessories has done a
much better job of growing revenues than either earnings or earnings per share.
Wall Street is apparently tired of waiting for the "bottom line" to catch up.

Top Ten Holdings

Our top ten holdings at the end of December were:

<TABLE>
<CAPTION>

               Rank  Description                 Industry                            % Net Assets  
               -----------------                 --------                            ------------  
               <S>                               <C>                                 <C>
               Neomagic Corp                     Data Processing-Hardware                 5.4%     
               Best Buy                          Retail Stores                            5.3%     
               Children's Place Retail Stores    Retail Stores                            4.4%     
               Pegasus Systems                   Services                                 3.7%     
               Funco Inc.                        Leisure-Amusement                        3.4%     
               America Online                    Internet                                 3.4%     
               SCP Pool Corp                     Leisure-Amusement                        3.4%     
               Tandy Brands Accessories          Leather and Shoes                        3.1%     
               Ardent Software Inc.              Data Proc.--Software & Services          3.0%     
               Ansys Inc                         Data Proc.--Software & Services          3.0%
                                                                                         ----
               Total                                                                     37.9%     
</TABLE>

These positions indicate our portfolio is slightly less concentrated than
normally. Usually, our largest position is closer to 10% of net assets.


                                      -2-

<PAGE>   3


Disclaimer

The following is a reminder from the friendly folks at your fund who
worry about liability. The views expressed here are exclusively those of Fund
management. They are not meant as investment advice. Any favorable (or
unfavorable) description of a holding applies only as of the quarter end,
December 31, 1998; security positions can and do change thereafter.

Myth and Fact

Translation: Recent market performance demonstrates the risk of trying to "time
the market." At Bridgeway, we subscribe to the philosophy that time in the
market is better than timing the market. (I don't know who first said this; if
you know, please write me a card.) 

By now you are probably familiar with Bridgeway's "buy and hold" philosophy of
owning stocks for the long term and with our disdain for trying to time the
market. The following quote (I'll call it "the myth") nearly turned my stomach
when I read it in an advertisement for one of the most popular financial
Internet sites:
        
         With the market's recent schizophrenia - swooning one month, soaring
         the next - it's become more crucial for investors to be able to stay on
         top of events and use the fluctuations to their advantage.

Presumably by using this service you could bail out before the market fell, and
invest again at the bottom.

Fact: Most funds experience a high level of redemptions in a market downturn.
(Interestingly, we didn't experience this in 1998.) Shareholders who did bail
out in October missed some of the best performing weeks at the end of the year.
Academic and industry research indicate that this is not an isolated phenomenon.
A significant majority of people who time the market end up with inferior
returns. Wilshire Associates studied the gap between portfolio returns and
shareholder returns from January 1984 through August 1994 and found that
investors' returns were 1.1% less than the average 11.0% return of their funds.
I believe a significant part of this underperformance is due to investors' fear
and reaction to short-term news stories.

The Year 2000 Computer Problem

Translation: Some computers and software (especially older versions) will not
function properly next year because of problems in reading years beginning with
"2000." At Bridgeway, we believe that our systems have very limited exposure and
are operationally ready. However, we have taken action to safeguard our
operations. In addition, we do not plan to sell portfolio companies as we try to
anticipate their readiness for the year 2000.

As January 1 of 2000 approaches, you will hear more and more stories of the
"Y2K" or year two thousand problem. Many companies are spending tremendous
amounts to correct software which reads only two digits for date fields ("99"
instead of "1999"); this can cause serious problems and software failure. Some
shareholders have asked what Bridgeway is doing about it.

We believe our own computers and software are year 2000 "compliant." There are
some advantages in being a smaller and somewhat younger firm. The network of
personal computers we rely on use major brand name components that are also
compliant. We have no mainframes or older hardware, which are more difficult to
convert to year 2000 capability. We have completed testing of our primary
software, all of which is compliant, and we will conduct final tests in March.
The Securities and Exchange Commission requires regulated investment advisors to
have a Y2K plan. An SEC representative conducted an on-site interview in October
to assess our readiness. (They don't give you a grade or make any representation
about readiness, however.) Bridgeway also has a contingency plan. We had the
opportunity in 1998 to (successfully) price our portfolio off-site on an
"emergency" basis. We have contacted all of our vendors and brokers concerning
their compliance, and I am impressed with the efforts made by these companies.


                                      -3-

<PAGE>   4

After studying their plans, I am only concerned about one vendor that supplies
the closing prices of our securities. However, we have several alternative
sources, so I am not worried.

I believe that the two areas of greatest exposure to the Y2K problem are the
phone company and the electric company. Obviously, we are too small to have an
impact on their readiness, but we don't feel it would be a catastrophe even if
Bridgeway were without these utilities for a couple of weeks. We are considering
obtaining a backup source of electricity. Quite frankly, if there are problems
at Bridgeway, it is likely that you will have more important and immediate
problems in other parts of your life. I don't anticipate major problems in early
January 2000, but I am taking the issue very seriously.

The other side of the equation is the companies we own. Should we anticipate a
major market correction? For reasons similar to our disdain of timing the
market, we will not try to time the market impact of the Y2K problem. We plan to
"ride it out," whether it is large or small. It would be too easy to sell now
and miss a great 1999, or sell after prices already reflect the problem.

Conclusion

As always, I appreciate your feedback. We keep a bulletin board of shareholder
comments and suggestions which we review at our weekly staff meeting. We take
them very seriously. I hope you are pleased with our recent quarter performance,
if not with our performance for the full year. Please keep your ideas coming.

Sincerely,

/s/ JOHN MONTGOMERY

John Montgomery

                                      -4-

<PAGE>   5



                              BRIDGEWAY FUND, INC.
                           AGGRESSIVE GROWTH PORTFOLIO
                  SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited)
                     Showing percentage of total net assets
                               December 31, 1998



<TABLE>
<CAPTION>

    Industry Company                                     Shares        Value
    -------- -------                                     ------        -----
<S>                                                      <C>        <C>
Common Stock - 98.0%
    Air Transport - 1.6%
             Amtran, Inc. *                               6,700     $  181,738
                                                                              
    Aluminum & Products - 1.1%                                                
             Invision Technologies, Inc.*                21,000        129,938
                                                                              
    Beverages - 0.4%                                                          
             Lion Brewery, Inc. *                         9,000         40,500
                                                                              
    Broadcasting - 1.4%                                                       
             Triathalon Broadcasting Co.*                14,300        160,875
                                                                              
    Containers - 0.2%                                                         
             Disc Graphics, Inc. *                        4,800         21,300
                                                                              
    Data Processing - Hardware - 10.4%                                        
             Bell Microproducts, Inc. *                   1,400         12,950
             Cisco Systems, Inc. *                        1,500        139,219
             Dell Computer Corp. *                        2,440        178,578
             Microframe, Inc. *                          14,700         41,344
             Neomagic Corp. *                            27,500        608,438
             Printronix, Inc. *                          13,500        194,063
                                                                    ----------
                                                                     1,174,592
                                                                              
    Data Processing - Software & Services - 19.7%                             
             ANSYS Incorporated *                        30,300        333,300
             ARDENT Software, Inc. *                     14,500        333,500
             America Online, Inc. *                       2,600        379,600
             Brightstar Info Tech *                      12,000         94,500
             Concord EFS *                                4,000        169,500
             EMC Corp. *                                  1,700        144,500
             Information Advantage Software *            27,000        204,188
             Networks Associates *                        2,400        159,000
             Object Design Inc. *                         4,800         31,800
             SEEC Inc. *                                 20,000        128,750
             Yahoo! Inc. *                                1,035        243,290
                                                                    ----------
                                                                     2,221,928
                                                                              
    Drugs-Generic and OTC - 2.3%                                              
             Medco Research, Inc. *                       6,300        163,800
             Warner Lambert                               1,300         97,744
                                                                    ----------
                                                                       261,544
                                                                              
    Electronics/Electric - 7.7%                                               
             Intervoice, Inc. *                           4,000        138,000
             Lexmark International Group*                 1,600        160,800
             PSC Inc *                                    8,500         80,750
             Power Integrations, Inc. *                   5,300        132,831
             Richey Electronics, Inc. *                   4,650         47,953
             Sanmina Corp. *                              2,400        150,000
             Vitesse Semiconductors *                     3,500        159,688
                                                                    ----------
                                                                       870,022
                                                                              
    Finance - 1.1%                                                            
             Pilgrim America Capital Corp*                5,000        125,000


<S>                                                      <C>        <C>
Food - 0.3%                                              
             Zapata Corp.                                 2,800     $   34,300
                                                                              
Graphic Arts - 0.5%                                                           
             Baldwin Technology
               Company, Inc. *                           10,600         59,625
                                                                              
Home Furnishings - 2.7%                                                       
             Winsloew Furniture, Inc. *                  11,400        302,100
                                                                              
Jewelry, Silverware, Watches - 1.5%                                           
             Jan Bell Marketing, Inc. *                  25,500        164,156
                                                                              
Leather & Shoes - 3.1%                                                        
             Tandy Brands Accessories, Inc.*             20,590        344,883
                                                                              
Leisure-Amusement - 6.7%                                                      
             Funco Inc. *                                21,700        379,750
             SCP Pool Corp *                             25,026        378,518
                                                                    ----------
                                                                       758,268
                                                                              
Machinery - 0.4%                                                              
             Daniel Industries *                          4,390         51,308
                                                                              
Medical Equipment/Supplies - 5.9%                                             
             Arterial Vascular Engineering*               3,625        190,313
             ICU Medical, Inc. *                         14,000        308,000
             Minimed Inc *                                1,555        162,886
                                                                    ----------
                                                                       661,199
                                                                              
Mutual Funds - 0.5%                                                           
             New Germany Fund, Inc.                       4,729         61,181
                                                                              
Oil & Gas - 0.5%                                                              
             Parker Drilling *                            7,500         23,906
             R&B Falcon Corp *                            3,720         28,365
                                                                    ----------
                                                                        52,271
                                                                              
Retail Stores - 19.3%                                                         
             American Eagle Outfitters *                  2,055        136,914
             Ann Taylor Stores *                          3,500        138,031
             Best Buy Company, Inc. *                     9,800        601,475
             Children's Place Retail
               Stores, Inc. *                            19,636        493,355
             Creative Computers, Inc. *                   8,700        276,225
             Ezcorp, Inc.                                14,600        122,275
             Gap, Inc.                                    3,300        185,625
             Just For Feet *                              5,600         97,300
             Staples *                                    2,800        122,325
                                                                    ----------
                                                                     2,173,525
                                                                              
Services - 6.5%                                                               
             American Physician Partners*                14,000         88,375
             Eco Soil Systems, Inc. *                     7,500         65,625
             Innotrac Corp. *                             8,500        154,063
             Pegasus Systems *                           11,700        421,200
                                                                    ----------
                                                                       729,263
</TABLE>


                                      -5-
<PAGE>   6
                              BRIDGEWAY FUND, INC.
                           AGGRESSIVE GROWTH PORTFOLIO
            SCHEDULE OF PORTFOLIO INVESTMENTS (unaudited), continued
                     Showing percentage of total net assets
                               December 31, 1998



<TABLE>
<CAPTION>
   Industry  Company                                  Shares       Value
   --------  -------                                  ------       -----
<S>                                                  <C>        <C>
Telecommunications - 1.6%                              
             Nokia Corporation ADR "A" *              1,500     $   180,656
                                                                           
Transportation/Freight - 1.7%                                              
             Hvide Marine, Inc. *                    16,000          80,000
                                                                           
                                                                           
             Landair Services Inc. *                  6,000         112,500
                                                                -----------
                                                                    192,500
                                                                           
                                                                           
                                                                           
             USA Truck, Inc. *                        8,900         103,463
                                                                -----------
                                                                           
Total Common Stock                                                         
             (Identified Cost $8,650,424)                       $11,056,135
                                                                ===========
</TABLE>

<TABLE>
<CAPTION>

   Industry  Company                                  Shares       Value
   --------  -------                                  ------       -----
<S>                                                  <C>        <C>
Total Investments - 98.0%                               
             (Cost $8,650,424)                                  $11,056,135
                                                                            
Other Assets and Liabilities, net - 2.0%                             219,909
                                                                 -----------
                                                                            
Total Net Assets - 100.0%                                        $11,276,044
                                                                 ===========
</TABLE>


* Non-income producing security as no dividends were paid during the period from
July 1, 1998 to December 31, 1998.

** The aggregate identified cost on a tax basis is $8,650,424. Gross unrealized
appreciation and depreciation were $2,553,973 and $148,262, respectively, or net
realized appreciation of $2,405,711.


                                      -6-
<PAGE>   7



               BRIDGEWAY FUND, INC. - AGGRESSIVE GROWTH PORTFOLIO
                 STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
                             As of December 31, 1998

<TABLE>
<S>                                                                                            <C>
Assets:
      Investments at value (cost - $8,650,424)                                                 $   11,056,135
      Cash                                                                                            144,766
      Receivable for investments sold                                                                 123,809
      Receivable for interest                                                                             156
      Prepaid expenses                                                                                  3,917
      Deferred organization costs                                                                       2,378
                                                                                               --------------
            Total assets                                                                           11,331,161
                                                                                               --------------

Liabilities:
      Payable for investments purchased                                                                29,219
      Payable for management fee                                                                        1,554
      Accrued expenses                                                                                 24,344
                                                                                               --------------
            Total liabilities                                                                          55,117
                                                                                               --------------
      Net assets ( 543,709 shares outstanding)                                                 $   11,276,044
                                                                                               ==============
      Net asset value, offering and redemption price per share ($11,276,044/543,709)           $        20.74
                                                                                               ==============

Net assets represent:
      Paid-in capital                                                                          $    9,711,199
      Net realized loss on investments                                                               (840,866)
      Net unrealized appreciation of investments                                                    2,405,711
                                                                                               --------------
      Net assets                                                                               $   11,276,044
                                                                                               ==============
</TABLE>

               BRIDGEWAY FUND, INC. - AGGRESSIVE GROWTH PORTFOLIO
                      STATEMENT OF OPERATIONS (Unaudited)
                   For the six months ended December 31, 1998

<TABLE>
<S>                                                                                            <C>
Investment income:
      Dividends                                                                                $        8,071
      Interest                                                                                          9,440
                                                                                               --------------
            Total income                                                                               17,511

Expenses:
      Management fees                                                                                   6,124
      Accounting fees                                                                                  24,702
      Audit fees                                                                                        2,622
      Custody                                                                                           1,428
      Amortization of organization costs                                                                2,326
      Insurance                                                                                           517
      Legal                                                                                             1,226
      Registration fees                                                                                 6,040
      Directors' fees                                                                                     617
      Miscellaneous                                                                                       155
                                                                                               --------------
            Total expenses                                                                             45,757
                                                                                               --------------

Net investment loss                                                                                   (28,246)
                                                                                               --------------
Net realized and unrealized gain on investments:
      Net realized loss on investments                                                               (881,752)
      Net realized loss on options                                                                    (77,067)
      Net change in unrealized appreciation                                                         1,692,141
                                                                                               --------------
      Net realized and unrealized gain                                                                733,322
                                                                                               --------------

Net increase in assets resulting from operations                                               $      705,076
                                                                                               ==============
</TABLE>

See accompanying notes to financial statements.


                                      -7-
<PAGE>   8



                              BRIDGEWAY FUND, INC.
                           AGGRESSIVE GROWTH PORTFOLIO
                 STATEMENT OF CHANGES IN NET ASSETS (Unaudited)

<TABLE>
<CAPTION>

                                                              Six months ended      Year ended
Increase (decrease) in net assets:                            December 31, 1998    June 30, 1998
<S>                                                           <C>                  <C>
Operations:
      Net investment loss                                        $    (28,246)     $    (80,860)
      Net realized gain(loss) on investments                         (881,752)          584,511
      Net realized loss on options                                    (77,067)          (27,950)
      Net change in unrealized appreciation                         1,692,141           213,313
                                                                 ------------      ------------
          Net increase resulting from operations                      705,076           689,014
                                                                 ------------      ------------
      Distributions to shareholders:
          From net investment income                                        0                 0
          From realized gains on investments                         (196,181)         (455,880)
                                                                 ------------      ------------
            Total distributions to shareholders                      (196,181)         (455,880)
Fund share transactions:
      Proceeds from sale of shares                                  4,948,662         6,076,613
      Reinvestment of dividends                                       195,556           451,952
      Cost of shares redeemed                                      (1,228,689)       (3,330,369)
                                                                 ------------      ------------
          Net increase from Fund share transactions                 3,915,529         3,198,196
                                                                 ------------      ------------
          Net increase in net assets                                4,424,424         3,431,330
Net assets:
      Beginning of period                                           6,851,820         3,420,490
                                                                 ------------      ------------
      End of period                                              $ 11,276,244      $  6,851,820
                                                                 ============      ============
Number of Fund shares:
      Sold                                                            262,575           293,674
      Issued on dividends reinvested                                   13,628            25,433
      Redeemed                                                        (69,640)         (163,996)
                                                                 ------------      ------------
          Net increase                                                206,563           155,111
      Outstanding at beginning of period                              337,146           182,035
                                                                 ------------      ------------
      Outstanding at end of period                                    543,709           337,146
                                                                 ------------      ------------
</TABLE>

See accompanying notes to financial statements


                                      -8-
<PAGE>   9



               BRIDGEWAY FUND, INC. - AGGRESSIVE GROWTH PORTFOLIO
                        FINANCIAL HIGHLIGHTS (Unaudited)
                 (for a share outstanding throughout the period)

<TABLE>
<CAPTION>
                                                                 Six 
                                                             months ended   Year ended    Year ended     Year  ended   8/5/94* to
                                                             December 31,    June 30,      June 30,        June 30,     June 30,
                                                                1998           1998          1997           1996          1995
<S>                                                          <C>            <C>           <C>            <C>            <C>
Per share data
     Net asset value, beginning of period                    $     20.32    $    18.79    $    16.66     $    11.71     $   9.89
                                                             -----------    ----------    ----------     ----------     --------
     Income (loss) from investment operations:
         Net investment loss                                       (0.08)        (0.30)        (0.24)         (0.18)       (0.02)
         Net realized and unrealized gain                           1.10          3.46          3.43           5.22         1.84
                                                             -----------    ----------    ----------     ----------     --------
              Total from investment operations                      1.02          3.16          3.19           5.04         1.82
                                                              ----------  ------------    -----------    ----------- - ---------
     Less distributions to shareholders:
         Net investment income                                      0.00          0.00          0.00           0.00         0.00
         Net realized gains                                        (0.60)        (1.63)        (1.06)         (0.09)        0.00
                                                             -----------    ----------    ----------     ----------     --------
              Total distributions                                  (0.60)        (1.63)        (1.06)         (0.09)        0.00
                                                             -----------    ----------    ----------     ----------     --------
     Net asset value, end of period                          $     20.74    $    20.32    $    18.79     $    16.66     $  11.71
                                                             ===========    ==========    ==========     ==========     ========

Total return [1]                                                     6.3%         18.1%         19.9%          43.3%        19.5%
Ratios & Supplemental Data
     Net assets, end of period                               $11,276,044    $6,851,820    $3,420,490     $1,502,485     $276,272
     Ratios to average net assets: [2]
         Expenses after waivers and reimbursements                  1.49%         2.00%         2.00%          1.97%        1.86%
         Expenses before waivers and reimbursements                 1.49%         2.00%         2.77%          5.73%       16.15%
         Net investment loss after waivers and reimbursements      (0.92%)       (1.50%)       (1.40%)        (1.26%)      (0.30%)

     Portfolio turnover rate [2]                                   164.2%        132.3%        138.9%         167.7%       139.9%
</TABLE>


[1] Not annualized for periods less than a year.
[2] Annualized for periods less than a year.
 *  August 5, 1994 was commencement of operations.

See accompanying notes to financial statements.


                                      -9-
<PAGE>   10
                              BRIDGEWAY FUND, INC.
                           AGGRESSIVE GROWTH PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)


1.     Organization:

       Bridgeway Fund, Inc. (the "Fund") was organized as a Maryland corporation
       on October 19, 1993, and is registered under the Investment Company Act
       of 1940, as amended, as a no-load, diversified, open-end management
       investment company.

       The Fund is organized as a series fund and has six portfolios. The Fund
       commenced operations as a regulated investment company on August 5, 1994
       with the Ultra-Small Company Portfolio, the Aggressive Growth Portfolio
       and the Social Responsibility Portfolio. On July 20, 1997, the Fund added
       two portfolios: the Ultra-Small Index Portfolio and the Ultra-Large 35
       Index Portfolio. On June 5, 1998, the Fund added the Micro-Cap Limited
       Portfolio. The Fund is authorized to issue 1,000,000,000 shares.

       Bridgeway Capital Management, Inc. is the Adviser to the Fund.

2.     Significant Accounting Policies:

       The following is a summary of significant accounting policies followed by
       the Fund in the preparation of its financial statements.

       Securities Valuation

       Securities are valued at the closing price for securities traded on a
       principal U.S. securities exchange and on NASDAQ. Listed securities for
       which no sales are reported are valued at the latest bid price in
       accordance with the pricing policy established by the Fund's Board of
       Directors. When current bid prices are not available, the most recently
       available quoted closing or bid price is used and adjusted for changes in
       the index on the exchange on which that security trades, also in
       accordance with the pricing policy established by the Fund's Board of
       Directors.

       Federal Income Taxes

       It is the Fund's policy to comply with the requirements of Subchapter M
       of the Internal Revenue Code applicable to regulated investment
       companies, including the timely distribution of all its taxable income to
       its shareholders. Therefore, no federal income tax provision has been
       recorded.

       Deferred Organization Costs

       Deferred organization costs are amortized on a straight-line basis over
       five years. The initial shareholders, prior to the prospectus being
       declared effective on June 30, 1994, have agreed that if any of the
       initial shares of each portfolio are redeemed during such amortization
       period by any holder thereof, the redemption proceeds will be reduced by
       the amount of the then unamortized organization expenses in the same
       ratio as the number of shares redeemed bears to the number of total
       outstanding shares at the time of redemption.

       Distributions to Shareholders

       Distributions to shareholders are recorded when declared. The amount and
       character of income and gains to be distributed are determined in
       accordance with income tax regulations which may differ from generally
       accepted accounting principles.


                                      -10-
<PAGE>   11
                              BRIDGEWAY FUND, INC.
                           AGGRESSIVE GROWTH PORTFOLIO
              NOTES TO FINANCIAL STATEMENTS (Unaudited), Continued


2.     Significant Accounting Policies
       Distributions to Shareholders, Continued

       Use of Estimates in Financial Statements

       In preparing financial statements in conformity with generally accepted
       accounting principles, management makes estimates and assumptions that
       affect the reported amounts of assets and liabilities at the date of the
       financial statements, as well as the reported amounts of income and
       expenses during the reporting period. Actual results could differ from
       those estimates.

       Risks and Uncertainties

       The Fund provides for various investment options including stocks, call
       and put options. Such investments are exposed to various risks, such as
       interest rate, market and credit. 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 and financial highlights. (See prospectus for
       additional risk information.)

       12b-1 Plan

       The Fund acts as distributor of its shares pursuant to a 12b-1 plan
       adopted by shareholders on October 15, 1996. The cost of distributing
       shares of the Fund is borne by the Adviser at no cost to the Fund; thus,
       there is no "12b-1 fee."

       Other

       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.

3.     Use of Derivative Instruments:

       The Aggressive Growth Portfolio may use derivative securities such as
       futures, stock options and index options. (See Prospectus for additional
       information.) Buying calls increases a Portfolio's exposure to the
       underlying security. Buying puts on a stock market index tends to limit a
       Portfolio's exposure to a stock market decline. All options purchased by
       the Fund were listed on exchanges and considered liquid positions with
       readily available market quotes. A summary of transactions in options by
       the Aggressive Growth Portfolio follows:

<TABLE>
<CAPTION>

                                                Call Options                    Put Options
                                        --------------------------      --------------------------
                                          Number           Cost           Number           Cost
                                        ----------      ----------      ----------      ----------
<S>                                     <C>             <C>             <C>             <C>
Outstanding June 30, 1998                      206      $   94,431               0      $       --
Purchased                                       35          48,093              25          30,246
Expired                                       (120)        (62,030)            (25)        (30,246)
Exercised                                        0              --               0              --
Closed                                        (121)        (80,494)              0              --
                                        ----------      ----------      ----------      ----------
Outstanding December 31, 1998                    0      $       --               0      $       --
                                        ==========      ==========      ==========      ==========
</TABLE>


                                      -11-
<PAGE>   12



                              BRIDGEWAY FUND, INC.
                           AGGRESSIVE GROWTH PORTFOLIO
              NOTES TO FINANCIAL STATEMENTS (Unaudited), Continued


  4.   Management Contract:

       The Fund has entered into a management contract with Bridgeway Capital
       Management, Inc. (the Adviser"), a shareholder of the Fund. As
       compensation for the advisory services rendered, facilities furnished,
       and expenses borne by Bridgeway Capital Management, Inc., the portfolio
       pays Bridgeway Capital Management, Inc. a fee, computed and paid monthly
       based on the average daily net assets of the portfolio for the month.
       Such fee is based on the following annual rates: 0.90% of the first $250
       million of the portfolio's average daily net assets, 0.875% of the next
       $250 million and 0.85% of any excess over $500 million.

       The fee is adjusted quarterly for based upon performance. The performance
       adjustment rate varies with the Fund's performance as compared to the
       performance of the Standard & Poor's 500 Composite Stock Price Index with
       dividends reinvested (hereinafter "Index" ) and ranges from -.7% to +.7%.
       The performance rate adjustment is calculated at 4.67% of the difference
       between the performance of the Fund and that of the Index over the
       trailing five year period, except that there is no performance adjustment
       if the difference between the Fund performance and the Index performance
       is less than or equal to 2%.

  5.   Related Party Transactions:

       One director of the Fund, John Montgomery, is an owner and director of
       the Adviser. Under the Investment Company Act of 1940 definitions, he is
       considered to be "affiliated" and "interested." Compensation of Mr.
       Montgomery is borne by the Adviser rather than the Fund. The other
       officers of the Fund are employees of the Adviser and the portion of
       their compensation attributable to fund accounting, shareholder
       accounting and state registration services is paid by the Fund and is
       included in the Accounting fees expense category of the financial
       statements. All amounts paid for shareholder accounting are paid to the
       Adviser.

  6.   Custodial Agreement:

       The Fund has entered into a Custodial Agreement with Compass Bank. As
       compensation for services rendered by the custodian, each portfolio pays
       a fee, computed and paid quarterly based on the average month end total
       assets of each portfolio for the quarter plus a fee per transaction.

  7.   Cost, Purchases and Sales of Investment Securities:

       Investments have the same cost for tax and financial statement purposes.
       Aggregate purchases and sales of investment securities, other than cash
       equivalents were $8,616,509 and $5,120,100, respectively, for the six
       months ended December 31, 1998.


                                      -12-


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