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BRIDGES INVESTMENT FUND, INC.
256 Durham Plaza
8401 West Dodge Road
Omaha, Nebraska 68114
402-397-4700
January 23, 1997
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND
PROXY STATEMENT
To the Shareholders of
Bridges Investment Fund, Inc.
The Annual Meeting of the shareholders of Bridges Investment Fund, Inc., a
Nebraska corporation, will be held at the office of the corporation in the City
of Omaha, State of Nebraska, at 256 Durham Plaza, 8401 West Dodge Road, on
February 18, 1997, at 11:00 a.m., Omaha Time, for the following purposes:
1. To elect a Board of eleven (11) Directors, refer to Section 1
below:
2. To approve or reject the continuance of the investment advisory
contract, continuing the employment of Bridges Investment
Counsel, Inc. as investment adviser to the Fund for the year
ending April 17, 1998, as more fully described in Section 2
below;
3. To approve or reject the ratification of the selection of Arthur
Andersen LLP as independent auditors for the Fund for the year
ending December 31, 1997, see Section 3 below;
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4. To transact such other business as may properly come before the
meeting.
This proxy is solicited by the Board of Directors, to be voted at the
Annual Meeting or any adjournment thereto. The cost of the Proxy solicitations
will be paid by the investment adviser for the Fund. Additional solicitation
may be made by mail, personal interview, or telephone and telegraph by Fund
personnel, who will not be compensated therefore. The cost of any such
additional solicitation will also be paid by the Fund's investment adviser.
If you do not expect to be present, please sign the enclosed Proxy and mail
it to Bridges Investment Fund, Inc., 256 Durham Plaza, 8401 West Dodge Road,
Omaha, Nebraska 68114. All valid Proxies obtained will be voted in favor of the
election of directors, unless specified to the contrary. With respect to the
continuance of the investment advisory contract (Item 2 above), and the
ratification of the selection of accountants (Item 3 above), all valid Proxies
will be voted in accordance with the designation on the Proxies. If no
designation is made, Proxies will be voted in favor of the proposals. Any
shareholder has the power to revoke his Proxy at any time prior to the voting
thereof by sending a letter to the Fund's office, or by executing a new Proxy.
The giving of a Proxy will not affect your right to vote in person if you find
it convenient to attend the Meeting. At the beginning of the Meeting, all
shareholders in attendance will be given an opportunity to revoke said Proxy and
to vote personally on each matter described herein.
The Board of Directors has fixed the close of business on January 15, 1997,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting. The transfer books of the Fund will not be closed.
On January 15, 1997, the Fund had outstanding 1,192,757.769 shares of
capital stock, par value $1 per share. After the elimination of fractional
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shares which are not entitled to be voted, there were 1,192,542 full shares
outstanding on January 15, 1997, which are entitled to vote. In the election of
directors, each share is entitled to as many votes as there are directors to be
elected. Such votes may all be cast for one nominee or distributed among as
many nominees and in such proportions as the holder sees fit. In other matters,
each share is entitled to one vote, except that fractional shares are not
entitled to vote. No person owns of record, and, so far as the management
knows, no person owns beneficially more than 10% of the outstanding capital
stock of the Fund.
The Annual Report for the year ended December 31, 1996, mailed
simultaneously with this Proxy Statement to the shareholders, includes a
statement of assets and liabilities as of December 31, 1996, and a statement of
income and expenses for the year ended that date. Any shareholder who desires
additional copies may obtain them upon request at the office of the Fund, 256
Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114.
1. By-Law Amendment and Election of Directors
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It is proposed to elect eleven (11) directors who will serve until the next
Annual Meeting of the shareholders and until their successors are elected and
qualified.
The persons named in the enclosed Proxy intend to nominate and vote in
favor of the election of the nominees listed below, all of whom have consented
to serve the term for which they are standing for election. If for any reason
any of the nominees shall become unavailable for election, the Proxy will be
voted for nominees selected by the management.
The following information is furnished as to the proposed nominees whose
terms of office will run from February 18, 1997, to February 17, 1998:
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Frederick N. Backer, Age 64 -- First Became Director in 1979
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*2,191 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Director of the Fund, member of the Executive Committee and Audit
Committee, and Chairman of the Board of Directors of the Fund. Mr. Backer is
currently the President of JAT Corp., an operating restaurant company with
activities in Nebraska and Missouri. His responsibilities to this concern
commenced in August, 1972. During 1996, Mr. Backer had a 100% attendance record
at the five regularly scheduled meetings of the Board of Directors and a 100%
attendance for the one meeting of the Executive Committee.
*2,191 shares are held by First Bank National Association as Custodian for
a master plan Individual Retirement Act account for Mr. Backer. Mr. Backer's
wife, Marcia S. Backer, has a beneficial interest in 178 shares of an Individual
Retirement Act account held by First Bank National Association as Custodian.
Mr. Backer's three children, James S. Backer, Ann B. Davids, and Thomas F.
Backer hold 2,251, 1,259, and 916 shares, respectively, in Individual Retirement
Act accounts at First Bank National Association as Custodian. In addition,
James, Ann, and Thomas Backer hold 618, 36, and 618 shares, respectively, in
their own names, and Thomas holds 132 shares in a Simplified Employee Pension
Account. Thus, the total ownership by the Frederick N. Backer family is 8,199
shares. Mr. Backer is an "interested person" member of the Board of Directors,
as defined on page 14.
Edson L. Bridges II, Age 64 -- First Became Director and Officer in 1963
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*25,655 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
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President and Director of the Fund and member of the Executive Committee
and Audit Committee of the Board of Directors of the Fund. In September, 1959,
Mr. Bridges became associated with the predecessor firm to Bridges Investment
Counsel, Inc. and is presently the President and Director of that Corporation.
Mr. Bridges is also President and Director of Bridges Investor Services, Inc., a
company that became Transfer Agent and Dividend Disbursing Agent effective
October 1, 1987. Mr. Bridges is also President and Director of Provident Trust
Company, chartered to conduct business on March 11, 1992. During 1996, Mr.
Bridges had a 100% attendance record at the five regularly scheduled meetings of
the Board of Directors. Mr. Bridges also had a 100% attendance record at the
Audit Committee and Executive Committee Meetings.
*12,815 shares are owned in Mr. Bridges' name; 7,561 shares are held by a
corporate trustee for the Bridges Investment Counsel, Inc. Profit Sharing Trust,
and 3,178 shares represent a beneficial interest in Bridges Investment Counsel,
Inc. Pension Trust. These shares represent estimated interests in the Trusts'
holding of the Fund's shares; 2,101 shares are held by First Bank National
Association as Custodian for master plan Individual Retirement Act and
Simplified Employee Pension accounts. In sum, Mr. Bridges has a beneficial
interest in 25,655 shares of the Fund. The beneficial ownership interest of
Sally S. Bridges, wife; Jennifer B. Hicks, daughter; Robert W. Bridges, son;
Edson L. Bridges III, son; and Tracy T. Bridges, daughter-in-law, are set forth
on pages 12 and 13. Mr. Bridges is an affiliated person member of the Board of
Directors because he is an officer and director of the Fund and its investment
adviser.
Edson L. Bridges III, Age 38 -- First Became Officer in 1985 and Director
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in 1991
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*6,604 Shares of Corporation owned beneficially, directly or
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indirectly, or of record on December 31, 1996
Director and Executive Vice President of the Fund and member of the
Executive Committee of the Board of Directors of the Fund. Mr. Bridges has been
a full-time member of the professional staff of Bridges Investment Counsel, Inc.
since August, 1983, and a part-time member from January 1, 1983. Mr. Bridges
has been responsible for securities research and the investment management for
an expanding base for discretionary accounts for more than five years. Mr.
Bridges became a Director of Stratus Fund, Inc. in October, 1990. Stratus Fund,
Inc. is an open-end, regulated investment company located in Lincoln, Nebraska.
Mr. Bridges has been Executive Vice President-Investments of Bridges Investment
Counsel, Inc. since February, 1993, and he is a Director of that Firm. Mr.
Bridges is also an officer and a Director of Bridges Investor Services, Inc. and
Provident Trust Company. During 1996, Mr. Bridges had a 100% attendance record
at the five regularly scheduled meetings of the Board of Directors and a 100%
attendance at the one meeting of the Executive Committee.
*Mr. Bridges' ownership is represented by 1,915 shares held in the Profit
Sharing Trust; 750 shares held in the Pension Trust of Bridges Investment
Counsel, Inc. by the Trustees of these plans; 2,189 shares held in a 401(k) Plan
and Trust for employees of Bridges Investment Counsel, Inc. and 1,024 shares in
an IRA Custodial Account held by First Bank National Association. Mr. Bridges
also has a 726 share interest in a family trust described on page 12. Tracy
Taylor Bridges, Mr. Bridges' wife, holds 257 shares in an IRA Custodial Account
and 8,235 shares in a 401(k) Plan. The total family ownership for Mr. Edson L.
Bridges III is 15,096 shares. Mr. Bridges is an affiliated person member of the
Board of Directors because he is an officer and Director of the Fund and its
investment adviser.
N. Phillips Dodge, Jr., Age 60 -- First Became Director in 1983
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*2,093 Shares of Corporation owned beneficially, directly or indirectly
or of record on December 31, 1996
Director of the Fund and member of the Executive Committee of the Board of
Directors of the Fund. Mr. Dodge is President of N. P. Dodge Company, a leading
commercial and residential real estate brokerage concern in the area of Omaha,
Nebraska. Mr. Dodge has held this position since July, 1978. Mr. Dodge is also
a principal officer and director of a number of subsidiary and affiliated
companies in the property management, insurance, real estate syndication, and
cemetery businesses. Mr. Dodge became a Director of Southern California Water
Company in April, 1990, and a Director of the Omaha Public Power District as of
January 5, 1995, for a six year term. During 1996, Mr. Dodge had a 60%
attendance record at the five regularly scheduled meetings of the Board of
Directors and a 100% attendance at the one meeting of the Executive Committee.
*Mr. Dodge's 2,093 shares are held in an Individual Retirement Act account
by First Bank National Association as Custodian. His wife, Kathleen C. Dodge,
has a similar account with the identical 2,093 shares. Mr. Dodge's father, N.
P. Dodge, owns 500 shares, and his wife, Virginia L. Dodge, owns 1,754 shares.
Therefore, the total Dodge family ownership is 6,440 shares. Mr. Dodge is an
"interested person" member of the Board of Directors, as defined on page 14.
John W. Estabrook, Age 69, First Became Director in 1979
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*721 Shares of Corporation owned beneficially, directly or indirectly,
of record on December 31, 1996
Director of the Fund and member of the Audit Committee of the Board of
Directors of the Fund. Mr. Estabrook was the Chief Administrative Officer of
the Nebraska Methodist Hospital and its holding company, Nebraska Methodist
Health System, in Omaha, Nebraska, beginning June, 1959. Effective January 1,
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1987, Mr. Estabrook relinquished the position of President of Nebraska Methodist
Hospital, assuming the Presidency of the Nebraska Methodist Health System until
his retirement on August 31, 1992. During 1996, Mr. Estabrook had an 80%
attendance record at the five regularly scheduled meetings of the Board of
Directors, and a 100% attendance at the one meeting of the Audit Committee.
*721 shares are held by First Bank National Association as Custodian for a
master plan Individual Retirement Act account. Mr. Estabrook's wife, Nancy C.
Estabrook, owns 34,082 shares in her own name, and she owns 2,550 shares in an
Individual Retirement Act account at First Bank National Association. Mr.
Estabrook's son, John C. Estabrook, owns 2,798 shares jointly with his wife,
Sharon K. Estabrook; in addition, 1,708 shares each are held in Trusts for John
Adam Estabrook and Matthew David Estabrook, grandchildren of John W. Estabrook,
for a total of 3,415 shares. Thus, 43,566 total shares are owned by the
Estabrook family. Mr. Estabrook is an "interested person" member of the Board
of Directors, as defined on page 14.
Jon D. Hoffmaster, Age 49, First Became Director in 1993
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*2,405 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Director of the Fund and member of the Audit Committee of the Board of
Directors of the Fund. Mr. Hoffmaster is a Director of American Business
Information, Inc. in Omaha, Nebraska. He has previously served as President and
Chief Operating Officer, Chief Financial Officer of that Company, and Executive
Vice President and director since 1987. From 1980 to 1987, Mr. Hoffmaster was
President and Chief Executive Officer of First National Bank of Bellevue,
Nebraska. American Business Information, Inc. is a leading producer of
business-to-business marketing information which it supplies from its
proprietary database containing information on approximately 10 million
businesses in the United States and one million entities in Canada. During
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1996, Mr. Hoffmaster had a 60% attendance record at five regularly scheduled
meetings of the Board of Directors and a 100% attendance at the one meeting of
the Audit Committee.
*2,405 shares were held in Mr. Hoffmaster's own name on December 31, 1996.
Mr. Hoffmaster's daughter, Margaret S. Hoffmaster, holds 441 shares in her own
name, and 566 shares are held by Elizabeth O. Hoffmaster, another daughter of
Mr. Hoffmaster. Thus, the total Hoffmaster family ownership of the Fund is
3,412 shares. Mr. Hoffmaster is an "interested person" member of the Board of
Directors, as defined on page 14.
John J. Koraleski, Age 46, First Became Director in 1995
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*333 Shares of Corporation owned beneficially, directly or indirectly,
or of record on December 31, 1996
Director of the Fund and member of the Executive Committee of the Board of
Directors of the Fund. Mr. Koraleski is Executive Vice President-Finance &
Administration of the Union Pacific Railroad Company headquartered in Omaha,
Nebraska. Mr. Koraleski was employed by Union Pacific in June, 1972. He has
served the railroad in various capacities. He was appointed to his present
position in September, 1991. As Chief Financial Officer of the Railroad, Mr.
Koraleski heads and manages the financial planning and management functions, and
he is responsible for the operations of the company's information and
telecommunications technologies. The Railroad's Contracts & Real Estate,
Aviation, Business Car Operations, and Civic and Community Affairs Departments
are also under his responsibility. Mr. Koraleski is also a member of the
Railroad's Operating Committee and is Chairman of the Board of Directors of
Automated Monitoring and Control International, Inc. (AMCI), a privately-held
technology firm situated in Omaha, Nebraska. During 1996, Mr. Koraleski had a
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100% attendance record for the five regularly scheduled meetings and a 100%
attendance at the one meeting of the Executive Committee.
*333 shares are held in The Koraleski Living Trust (dated 01-18-1991), John
J. Koraleski and Stephanie F. Koraleski, Trustees.
Roger A. Kupka, Age 67, First Became a Director in 1982
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*4,857 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Director of the Fund and member of the Executive Committee of the Board of
Directors of the Fund. Mr. Kupka was the President and Chief Executive Officer
of Nebraska Builders Products Co. of Omaha, Nebraska. He held this position
from 1969 until November, 1986, when he retired. During the past five years,
Mr. Kupka has been Vice Chairman of the Board of Directors of PSI Group,
formerly known as Discount Mail Inc., headquartered in Omaha, Nebraska. Mr.
Kupka is currently a member of the Board of Directors of PSI Group. In
addition, Mr. Kupka serves as President of Kupka, Inc. and President of Micklin
Home Improvement Co. Mr. Kupka is also a Vice President of PSI Leasing. All of
these companies are located in Omaha, Nebraska. During 1996, Mr. Kupka had a
100% attendance record for the five regularly scheduled meetings of the Board of
Directors, and a 100% attendance of the one meeting of the Executive Committee.
*116 shares were held in Mr. Kupka's own name on December 31, 1996; 3,790
shares are held in a "Rollover" Individual Retirement Act account at the First
Bank National Association as Custodian for Mr. Kupka's beneficial interest. In
addition, Mr. Kupka owns a regular IRA account with First Bank National
Association as Custodian that holds 951 shares. Mr. Kupka's wife, Dorothy J.
Kupka, has a beneficial interest of 1,508 shares in an IRA account at First Bank
National Association. Consequently, the entire Kupka family ownership of the
Fund is 6,365 shares.
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Gary L. Petersen, Age 53, First Became Director in 1987
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*36,298 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Director of the Fund and member of the Executive Committee. Mr. Petersen
is the Retired President of Petersen Manufacturing Co. Inc. of DeWitt, Nebraska.
Mr. Petersen commenced employment with the Company in February, 1966. He became
President in May, 1979, and retired in June, 1986. Petersen Manufacturing Co.
Inc. produced a broad line of hand tools for national and worldwide distribution
under the brand names Vise-Grip, Unibit, Prosnip, and Punch Puller. During
1996, Mr. Petersen had an 80% attendance record at the five regularly scheduled
meetings of the Board of Directors and a 0% attendance record for the one
meeting of the Executive Committee.
*34,703 and 1,595 shares are held in two separate "Rollover" Individual
Retirement Act accounts by the First Bank National Association and National Bank
of Commerce as Custodian for Mr. Petersen's beneficial interest. In addition,
Mr. Petersen's wife, Allison D. Petersen, holds 1,302 shares in an IRA
"Rollover" account at First Bank National Association, and their son, Daniel L.
Petersen, also holds 1,052 shares in an IRA "Rollover" account at First Bank
National Association. Mr. Petersen is a co-trustee of the Ralph W. Petersen GST
Exempt Trust, which holds 2,567 shares. Mr. Petersen's son, Daniel, and his
daughter, Megan, each had a beneficial interest of 641.8 shares of the Fund.
The 641 balance of these shares is owned for the benefit of Mr. Petersen's three
nephews: Cleland Johnson, Kenneth Totman, and Richard Lee Totman. Thus, the
total Petersen family ownership is 41,220 shares. Mr. Petersen is an
"interested person" member of the Board of Directors, as defined on page 14.
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Roy A. Smith, Age 63, First Became Director in 1976
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*18,255 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Director of the Fund and member of the Executive Committee of the Board of
Directors of the Fund. Mr. Smith is President of H. P. Smith Motors, Inc. and
Old Mill Toyota, both of Omaha, and is a director of the Mid City Bank of Omaha.
During 1996, Mr. Smith had a 100% attendance record at the five regularly
scheduled meetings of the Board of Directors and a 100% attendance at the one
meeting of the Executive Committee.
*16,618 shares are held in Mr. Smith's name, and 1,637 shares are held by
First Bank National Association as Custodian for a master plan Individual
Retirement Act account. Mr. Smith's wife, Macaela J. Smith, holds 677 shares in
an Individual Retirement Act account held by First Bank National Association.
Homer A. Smith, brother to Roy A. Smith, also owns 11,816 shares jointly with
his wife, Kathryn H. Smith. In addition, 6,867 shares are held as Custodian for
Mr. Smith's niece and nephew, Courtney Lynn and Gregory Thomas Asplund. Thus,
the total Smith family ownership is 37,615 shares.
L.B. Thomas, Age 60, First Became Director in 1992
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*708 Shares of Corporation owned beneficially, directly or indirectly
or of record on December 31, 1996
Director of the Fund and member of the Executive Committee. Mr. Thomas
retired in October, 1996, from ConAgra, Inc. He was Senior Vice President, Risk
Officer and Corporate Secretary for ConAgra, Inc., with world-wide operations
and the second largest major processor of food products in the United States,
headquartered in Omaha, Nebraska. He is also a member of ConAgra's Management
Executive Committee. Mr. Thomas joined ConAgra as assistant to the Treasurer in
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1960. He was named Assistant Treasurer in 1966; Vice President, Finance in
1969; Vice President, Finance and Treasurer in 1974; added the Corporate
Secretary responsibility in 1982; and became Senior Vice President in 1991. Mr.
Thomas is a director of the Exchange Bank of Mound City, Missouri, and he is a
director of the Kiewit Mutual Fund of Omaha, Nebraska. During 1996, Mr. Thomas
had an 80% attendance record at five regularly scheduled meetings of the Board
of Directors and a 100% attendance record for one meeting of the Executive
Committee.
*708 shares are held in Mr. Thomas' name.
Rosemary M. Teckmeyer, Age 69, First Became Officer in 1969
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*2,824 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Vice President of the Fund. Mrs. Teckmeyer has been an accounting,
administrative, and client contact person for Bridges Investment Counsel, Inc.
since September, 1967. Mrs. Teckmeyer has progressed through all phases of
securities portfolio accounting and Fund administration, including shareholder
relations and preparation of the content for reports to regulatory bodies for
the Fund and its investment adviser, to the position of Vice President and
Treasurer of Bridges Investment Counsel, Inc. Mrs. Teckmeyer is an officer and
Director of Bridges Investor Services, Inc., and she is an officer of Provident
Trust Company.
*311 shares are held jointly with Henry J. Teckmeyer, her husband; and
2,119 shares represent a beneficial interest in the Pension Trust and 7 shares
in the Profit Sharing Trust of Bridges Investment Counsel, Inc., held by the
Trustees of these plans; 387 shares are held in a master plan Individual
Retirement Act account by First Bank National Association as Custodian; 104
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shares are held by Timothy W. Schulz as Custodian for Caleb and Kathryn Schulz,
and 52 shares are held by Thomas N. Teckmeyer as Custodian for Grant Stephen
Teckmeyer, grandchildren of Mrs. Teckmeyer under the Nebraska UGTMA. The total
ownership for Rosemary M. Teckmeyer is 2,980 shares.
Nancy K. Dodge, Age 34, First Became Officer in 1986
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*1,543 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Treasurer of the Fund. Mrs. Dodge has been an employee of Bridges
Investment Counsel, Inc. since January, 1980. Her career has progressed through
the accounting department of that Firm, to her present position as Assistant to
the President. Mrs. Dodge is the person primarily responsible for day to day
accounting entries for the Fund, and she is also the key person for handling
relations with shareholders, the custodian bank, and the auditor. Mrs. Dodge is
an officer and Director of Bridges Investor Services, Inc.
*1,281 shares represent a beneficial interest in the Profit Sharing Trust,
and 262 shares represent a beneficial interest in the Bridges Investment
Counsel, Inc. Pension Trust held by the Trustees of these plans. The total
ownership for Nancy K. Dodge is 1,543 shares.
Mary Ann Mason, Age 45, First Became Officer in 1987
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*4,153 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Secretary of the Fund. Mrs. Mason has been an employee of Bridges
Investment Counsel, Inc. from June, 1981. Her career has been mainly in the
staff services area as a secretary. Mrs. Mason is also Corporate Secretary for
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Bridges Investment Counsel, Inc., Provident Trust Company, Bridges Investor
Services, Inc. and a Director of that Company.
*Mrs. Mason and her husband, Gerald L. Mason, own 1,325 shares jointly. In
addition, Mrs. Mason holds 828 shares in a master plan Individual Retirement Act
account with First Bank National Association as Custodian. Mrs. Mason has a
beneficial interest in 698 shares in the Bridges Investment Counsel, Inc. Profit
Sharing Trust and 252 shares in the Bridges Investment Counsel, Inc. Pension
Plan, and 1,050 shares in a 401(k) Plan and Trust. Gerald L. Mason has a master
plan Individual Retirement Act account with First Bank National Association as
Custodian, which owns 828 shares. Thus, the total family ownership for Mary Ann
Mason is 4,981 shares.
Douglas P. Person, Age 39, First Became Officer in 1988
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*2,130 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1996
Assistant Vice President of the Fund. Mr. Person has been a member of the
professional staff of Bridges Investment Counsel, Inc., functioning as an
analyst and counselor, since September, 1985. Mr. Person has been a Vice
President of Bridges Investment Counsel, Inc. since February, 1992. His prior
employment experience was with the Nebraska State Legislature as a Legislative
Aide, First National Bank of Lincoln as Trust Marketing Representative, and
Shearson/American Express as a Registered Representative. In his position with
Bridges Investment Counsel, Inc., Mr. Person has been active in securities
research and counseling investment advisory clients. Mr. Person is an officer
and Director of Bridges Investor Services and an officer of Provident Trust
Company.
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*Mr. Person has a beneficial interest in 660 shares of the Fund held in the
Bridges Investment Counsel, Inc. Profit Sharing Plan, 296 shares in the Bridges
Investment Counsel, Inc. Pension Plan, and 1,174 shares in a 401(k) Plan and
Trust. The total ownership for Douglas P. Person is 2,130 shares.
Kathleen J. Stranik, Age 53, First Became Officer in 1995
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*830 Shares of Corporation owned beneficially, directly or indirectly,
or of record on December 31, 1996
Assistant Secretary of the Fund. Mrs. Stranik has been an employee of
Bridges Investment Counsel, Inc. from January, 1986. Mrs. Stranik has
functioned as an executive secretary to both Edson L. Bridges II and Edson L.
Bridges III throughout her career with the Firm.
*Mrs. Stranik and her husband, Thomas J. Stranik, own 132 shares jointly.
In addition, Mrs. Stranik holds 55 shares in a master plan Individual Retirement
Act account with First Bank National Association as Custodian. Mrs. Stranik has
a beneficial interest in 382 shares in the Bridges Investment Counsel, Inc.
Profit Sharing Trust, 221 shares in the Bridges Investment Counsel, Inc. Pension
Plan, and 40 shares in a 401(k) Plan and Trust. The total ownership for
Kathleen J. Stranik is 830 shares.
The officers of the Fund as disclosed herein have been elected by the Board
of Directors on April 13, 1996, and their terms of office run from April 13,
1996, to April 13, 1997.
With respect to shares reported for beneficial interests held in profit
sharing, 401(k), and pension trusts of Bridges Investment Counsel, Inc., the
shares shown are based upon September 30, 1996, and December 31, 1995,
allocations of percentage interests in the retirement plans with appropriate
adjustments to reflect changes since that time. However, actual ownership at
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December 31, 1996, will vary from the reported shares based upon new entrants to
the plans, changes in compensation levels for existing participants, and other
factors that determine a participant's percentage interest in each of these
plans. These determinations may not be finalized before March 15, 1997; thus,
the disclosures of beneficial interests in this proxy statement as of December
31, 1996, are the best estimates possible from the available information at this
time.
No shareholder owns of record, or beneficially of record, more than 10% of
the outstanding capital stock of the Fund, which totaled 1,190,831 shares as of
December 31, 1996.
The family of Edson L. Bridges II has the following beneficial ownership in
shares of the Fund: Edson L. Bridges II, 12,816 shares in his own name; 1,603
shares in the master plan Individual Retirement Act account; 7,562 shares
through a beneficial interest in the Bridges Investment Counsel, Inc. Profit
Sharing Trust; 3,178 shares represent a beneficial interest in the Bridges
Investment Counsel, Inc. Pension Trust; and 497 shares in a SEP IRA account with
First Bank National Association as Custodian, for a total of 25,655 shares.
Sally S. Bridges, in her name, owns 3,565 shares, and she also holds 1,210
shares in a master plan Individual Retirement Act account. Mrs. Bridges'
beneficial and of record ownership of Fund shares is 4,775 shares.
Edson L. Bridges III owns 1,915 shares through a beneficial interest in the
Bridges Investment Counsel, Inc. Profit Sharing Trust; 750 shares represent a
beneficial interest in the Bridges Investment Counsel, Inc. Pension Trust; 2,189
shares represent a beneficial interest in the 401(k) Plan and Trust for
employees of Bridges Investment Counsel, Inc.; and 1,024 shares and 257 shares,
respectively, are held in a master plan Individual Retirement Act account for
both Edson L. Bridges III and Tracy T. Bridges, his wife. Mr. Bridges is a
principal beneficiary of the Edson L. Bridges II Irrevocable Trust, and his one-
third interest in the Trust's ownership of the Fund was 726 shares. Tracy
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Bridges further holds 8,235 shares through the First National Bank of Omaha as
custodian for Kutak Rock 401(k) Profit Sharing Plan & Trust. The total
beneficial ownership of this family component group is 15,096.
Jennifer B. Hicks, daughter of Edson L. Bridges II, owns 237 shares in a
master plan Individual Retirement Act account. In addition, Mrs. Hicks is
entitled to 167 shares through a beneficial interest in the Bridges Investment
Counsel, Inc. Profit Sharing Trust, and 41 shares are attributed
to her through a beneficial interest in the Bridges Investment Counsel, Inc.
Pension Trust. Mrs. Hicks is a principal beneficiary of the Edson L. Bridges II
Irrevocable Trust, and her one-third interest in the Trust's ownership of the
Fund was 726 shares. Thus, Mrs. Hicks has a beneficial interest in 1,171 shares
of the Fund.
Robert W. Bridges, son of Edson L. Bridges II, owns in his Revocable Trust
412 shares, and he has a one-third beneficial interest in the Edson L. Bridges
II Irrevocable Trust for 726 shares, 198 shares in a master plan Individual
Retirement Act account, 216 shares through a beneficial interest in the Bridges
Investment Counsel, Inc. Profit Sharing Trust, and 150 shares are attributed
through a beneficial interest in the Bridges Investment Counsel, Inc. Pension
Trust. In addition, 260 shares represent a beneficial interest in the 401(k)
Plan and Trust for employees of Bridges Investment Counsel, Inc. In addition,
1,108 shares are held jointly with his wife, Elizabeth Bridges. Thus, Robert W.
Bridges' beneficial ownership in the Fund totals 3,070 shares.
The combined beneficial ownership for members of the family of Edson L.
Bridges II is 49,767 shares or 4.2% of the total shares outstanding. Marvin W.
Bridges, Jr., brother of Edson L. Bridges II, holds 10,026 shares in a trust
with Provident Trust Company. Ann B. Bruce, daughter of Marvin W. Bridges, Jr.,
has a one-half beneficial interest in the Marvin W. Bridges, Jr., Irrevocable
Trust, and there are 648 shares attributable to her in that trust. Amy Bridges
Lawrence, daughter of Marvin W. Bridges, has a one-half beneficial interest in
19
the Marvin W. Bridges, Jr. Irrevocable Trust, and there are 648 shares
attributable to her in that trust. In addition, Mrs. Lawrence holds 254 shares
in a separate master plan Individual Retirement Act account at First Bank
National Association. The total beneficial ownership for the Marvin W. Bridges,
Jr. family is 11,577 shares or 1.0% of the total shares outstanding.
When the branches of Edson and Marvin are combined, the various members of
the Bridges family own beneficially 61,344 shares, which are equal to 5.2% of
the total shares outstanding.
The share ownership disclosures reported herein are as of December 31,
1996. To summarize the foregoing information, the Directors and officers of the
Fund own "beneficially" or "of record" 111,600 shares, and their family members
own an additional 94,248 shares for a total ownership of these persons of
205,848 shares, which are equal to 17.3% of the 1,190,831 shares outstanding on
December 31, 1996.
Bridges Investment Counsel, Inc., investment adviser to the Fund, has a
Profit Sharing Trust and a Pension Trust for its employees, and both include
some persons who are not officers or Directors of the Fund. The National Bank
of Commerce, Lincoln, Nebraska, as Trustee of the Profit Sharing Trust, owned
16,177 shares for the benefit of all employees. The National Bank of Commerce
owned an additional 7,515 shares as Trustee of the 401(k) Plan and Trust for the
employees of Bridges Investment Counsel, Inc. Four employees, acting as
Trustees, held 6,363 shares of the Fund on behalf of the Pension Plan
participants. The beneficial interests of the officers and employees of Bridges
Investment Counsel, Inc. who are also officers and employees of the Fund have
been set forth in the foregoing statements of stock ownership. The amounts of
shares reported are estimates based upon the relative percentage interest each
employee carried in the deferred benefit plan or trust as of September 30, 1996,
for the profit sharing trust and December 31, 1995, for the pension trust. The
actual percentage position for each employee for the plan year ending December
20
31, 1996, may not be determined until March 15, 1997. Percentage interests
attributed to each employee vary each year as the number of employees covered by
the deferred benefit plan increase or decrease and the sizes of coverage
compensation amounts rise at differing rates of gain.
Edson L. Bridges II acts as a sole trustee for three irrevocable trusts
that are registered with the Fund's transfer agent in the name of the grantor or
the principal beneficiary of the trust. These trusts have a combined ownership
of 10,748 shares of capital stock of the Fund outstanding as of December 31,
1996. Mr. Bridges also serves as a co-trustee of six other trusts with
individual trustees and corporate trustees that held 12,951 shares of capital
stock of the Fund as of December 31, 1996. These shares are reported in the
beneficial ownership interests of each trust, and they are not reflected in the
totals for Bridges family interests.
Edson L. Bridges III is named as co-trustee with Edson L. Bridges II for
two trusts with a consolidated total of 3,415 shares of capital stock of the
Fund as of December 31, 1996. The capital stock owned is registered with the
Fund's transfer agent in the name of the trusts, and these shares are not
recorded with the total interests of the Bridges family.
No direct compensation or other remuneration is paid to the Directors or
officers by the Fund. However, the Directors as a group were paid a total of
$9,500.00 by Bridges Investment Counsel, Inc. for their attendance at Audit
Committee, Executive Committee, and Board of Directors meetings during 1996.
The following Directors were "interested persons" members of the Board of
Directors during 1996: Mr. Frederick N. Backer, Mr. Edson L. Bridges II, Mr.
Edson L. Bridges III, Mr. N. Phillips Dodge, Jr., Mr. John W. Estabrook, Mr. Jon
D. Hoffmaster, and Mr. Gary L. Petersen. An interested person is defined in
Section 2(a)(19) of The Investment Company Act of 1940 as amended in 1970. This
definition is lengthy; however, for the purpose of this explanation, an
21
interested person shall mean a director or officer of the Fund who has a
significant or material business or professional relationship with the Fund's
investment adviser, Bridges Investment Counsel, Inc.
Provident Trust Company of Omaha, Nebraska, had 193 shareholders as of
December 31, 1996, no one of whom owned more than 2.6% of the total outstanding
voting shares of common stock. Provident Trust Company is managed by personnel
of Bridges Investment Counsel, Inc. under a perpetual Management Agreement. At
December 31, 1996, Provident Trust Company maintained accounts that held shares
of Bridges Investment Fund, Inc. for its customers in the following capacities:
57,847 as sole trustee, 13,999 as co-trustee with an individual, 19,186 as
agent, and 37,769 shares as custodian or in safekeeping service. The total
shares held by Provident Trust Company in these four capacities is 128,801 .
The number of shares that will be voted by an officer of Provident Trust Company
in its capacity as trustee or co-trustee is 6,912 or 0.6% of the total shares
outstanding on December 31, 1996. The records of the transfer agent for the
Fund maintain the ownership of the shares in the name of the trust account or
the beneficial owner. Ownership interests are reported in this proxy statement
in the name of the trust account or the beneficial owners. Provident Trust
Company's practice with respect to voting shares of the Fund will be to deliver
proxies to the beneficial owners or other representatives for the customer
accounts in all situations where such policy is administratively feasible and
legally possible. Provident Trust Company has officers who are not employees of
Bridges Investment Counsel, Inc. or officers of Bridges Investment Fund, Inc.
who may vote proxies for trust customers in those instances where independent
point of view and the avoidance of a conflict of interest are important
considerations.
With respect to the disclosures of the trusteeships of Edson L. Bridges II,
Edson L. Bridges III, and Provident Trust Company, some of the account
ownerships disclosed represent duplicate or triplicate information in order to
report the various classifications "of record" ownership. The share ownership
22
interests declared herein on a primary registration basis are the units that are
utilized to report percentages for voting purposes.
2. Approval or Rejection of the Continuance
----------------------------------------
of the Investment Advisory Contract
-----------------------------------
On April 17, 1963, the Board of Directors of the Fund approved an
investment advisory contract to be entered into between the Fund and Bridges
Investment Counsel, Inc., the investment adviser, located at 256 Durham Plaza,
8401 West Dodge Road, Omaha, Nebraska. The management contract continues in
effect only so long as such continuance is specifically approved at least
annually by the Board of Directors, or by vote of a majority of the outstanding
voting securities of the Fund; in either case, the terms of this Agreement and
any renewal thereof must have been approved by the vote of a majority of
Directors who are not parties to such contract or Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. The contract may be terminated by either party on
sixty days' written notice and terminates automatically if assigned. The
contract was last submitted to the Fund's shareholders for their approval on
February 20, 1996, and the purpose of that submission was to secure a
continuation of the employment of Bridges Investment Counsel, Inc. for the
period from April 17, 1996, through April 17, 1997.
The recommendation to continue the contract past April 17, 1997, was first
made by the non-interested person members of the Board of Directors at an
Executive Meeting called for that purpose on December 3, 1996. This
recommendation was then favorably acted upon at the Regular Quarterly
Meeting of the Board of Directors on January 14, 1997, for submission to the
shareholders for action on February 18 1997.
23
Under its contract with the Fund, the investment adviser furnishes
continuing investment supervision for the Fund and provides office space,
facilities, equipment, and personnel for managing the assets of the Fund. In
addition, the investment adviser pays all of the expenses of registering the
Fund with the Securities and Exchange Commission under The Investment Company
Act of 1940 and the Securities Act of 1933 and has agreed to pay all expenses of
maintaining those registrations. Further, under this contract, the investment
adviser has agreed to pay all expenses of initially qualifying and maintaining
the qualification of shares of the Fund in whole or in part under the Securities
Laws of such states as the Fund may from time to time designate.
For these services, the Fund agrees to pay the investment adviser a
quarterly fee of one-eighth (1/8) of one percent (1%) of the average net asset
value of the Fund, which approximates 1/2 of 1% on an annual basis, as
determined by appraisals made as of the close of each month of the applicable
quarter. However, in the contract, the investment adviser has guaranteed the
Fund that the Fund's total expenses, exclusive of stamp and other taxes but
including fees paid to the investment adviser, shall not in any year exceed in
the aggregate a maximum of one and one-half percent (1 1/2%) of the average net
asset value of the Fund for such year as determined by appraisals made as of the
close of each month thereof. If such expenses exceed the one and one-half per
cent (1 1/2%) maximum, the investment adviser has agreed to reimburse the Fund
for the amount of the excess.
The investment adviser's fees for the last three fiscal years were as
follows: $91,599.93 in 1994, $107,149.30 in 1995, and $135,586.53 in 1996.
There have been no reimbursed expenses under the 1 1/2% of net assets expense
limitation during the last three fiscal years.
Edson L. Bridges II, President of the Fund, is also President of Bridges
Investment Counsel, Inc., the Firm which is investment adviser to the Fund. The
total of 600 shares of capital stock of the investment adviser are owned as
24
follows: Edson L. Bridges II, 525 shares; Sally S. Bridges, wife of Edson L.
Bridges II, three shares; Edson L. Bridges III, six shares; and National Bank of
Commerce as Trustee for the Bridges Investment Counsel, Inc. Profit Sharing
Trust, 66 shares. The officers of Bridges Investment Counsel, Inc. hold a
beneficial interest of 77.42% of shares held in the Profit Sharing Trust,
including a 46.74% allocation for Mr. Edson L. Bridges II that translates to a
30.85 share indirect ownership for him. Thus, Mr. Bridges' beneficial interest
in the stock ownership of Bridges Investment Counsel, Inc. is 555.85 shares when
his attributed shares from the Profit Sharing Trust are included with shares
owned personally.
Mr. Edson L. Bridges II, Mrs. Sally S. Bridges, and Mr. Edson L. Bridges
III are the three Directors of Bridges Investment Counsel, Inc.
The foregoing statements of stock ownership are disclosed as of December
31, 1996.
The investment adviser does not advise any other investment companies.
In order for the contract to be continued, approval by the holders of the
majority of the outstanding shares of the Fund is necessary. If the contract is
not adopted by the shareholders, the Board of Directors would take an
appropriate alternative action.
Prior to recommending approval of the investment adviser contract, the
members of the Board of Directors reviewed the financial resources of the
investment adviser, the investment performance record of the Fund in comparison
with funds of similar size and comparable investment objectives, the operating
costs relative to other funds, and other factors including the quality of
service to shareholders and matters set forth in a special study prepared
annually for the Board members by the investment manager. At each Board of
Directors meeting, except the December session, the Board reviews each
25
securities transaction undertaken for the Fund's portfolio during the prior
three-month period for the cost efficiency of the service provided by the
brokerage concerns involved -- all of whom are non-affiliated to the Fund and
its investment adviser. The Fund's Board of Directors has not formally reviewed
the soft dollar commission arrangements of the investment adviser or the
benefits that the investment adviser and its clients may receive from the Fund's
portfolio transactions. However, such reviews will commence with the Board's
analysis of the First Quarter, 1995, transactions and continue quarterly
thereafter.
During the most recent fiscal year ended December 31, 1996, the Fund paid
Bridges Investor Services, Inc. $9,391.10 in fees for dividend disbursement,
transfer agency, and certain report filings for deferred employee benefit plans
and individual retirement accounts. These services are provided under a
separate contract, not subject to a vote by the shareholders of the Corporation,
between the Fund and Bridges Investor Services, Inc. -- a company owned by the
employees of Bridges Investment Counsel, Inc. The Fund's Board of Directors
reviews the appropriateness of the cost to the Fund and to its shareholders, and
the Board approves all changes in scheduled charges for compensation under the
contract arrangement between the two companies. Bridges Investor Services, Inc.
will continue to be a vendor to the Fund for the business activities described
in this paragraph.
Rule 30d-1 of the General Rules and Regulations promulgated under the
Investment Company Act of 1940 requires, as of November 23, 1994, that a brief
description of each matter voted upon at a meeting of shareholders be made in
the Annual Shareholder Report and/or in a semi-annual report following the
shareholder meeting. This description shall include the number of votes cast
for, against, or withheld as well as the number of abstentions including an
apparent tabulation with respect to each matter or nominee for office. Please
consult the Annual Shareholder Report for 1996 that accompanies this Notice of
26
Annual Meeting of Shareholders and Proxy Statement for the matters and the
results acted upon at the February 20, 1996, Annual Meeting of Shareholders.
3. Ratification or Rejection of Selection of Accountants
------------------------------------------------------
The Investment Company Act of 1940 provides that the accountants of an
investment company shall be selected by a majority of those members of the Board
of Directors who are not affiliated with the investment adviser of the Fund,
that such selection shall be submitted for ratification or rejection at the
Annual Meeting of the shareholders, and that the employment of such accountants
shall be conditioned upon the right of the Fund, by vote of a majority of its
outstanding shares, to terminate such employment. Arthur Andersen LLP has
served as accountants for the Fund since its organization. On January 14, 1997,
the non-interested members of the Board of Directors unanimously recommended the
selection of Arthur Andersen LLP as auditors for the Fund for the year ending
December 31, 1997, and the Board directed submission of this recommendation to
the shareholders for ratification or rejection.
The Board of Directors of the Fund has an Audit Committee. The Director
members of the Audit Committee are: Mr. Backer, Mr. Bridges II, Mr. Estabrook,
and Mr. Hoffmaster. A representative of Arthur Andersen LLP will be in
attendance at the Annual Meeting of Shareholders on February 18, 1997.
4. Other Matters Which May Come Before the Meeting
-----------------------------------------------
It is not anticipated that any action will be asked of the shareholders
other than the ones previously indicated, but if other matters are properly
brought before the Meeting, it is intended that the persons named in the Proxy
will vote in accordance with their best judgment.
Supplementary Comments and Information
---------------------------------------
27
Special matters deserving emphasis are set forth under appropriate headings
in the text below:
Cumulative Voting of Directors
------------------------------
Attention is drawn to the second paragraph on page 2 of this Proxy
Statement which describes the option a shareholder has to cumulate votes for the
election of directors. The Board of Directors does not solicit cumulative
voting with this Proxy Statement.
Disclosure of Election Results
------------------------------
In the event any nominee for election to the Board of Directors receives at
the forthcoming election of Board members a total of negative votes which would
equal five percent or more of the total shares voted, a post-
meeting disclosure of the name(s) of the nominee(s) shall be made thereof
indicating a list of all directors by name, the number of shares voted for and
against, and the total number of shares voted at the meeting for directors.
Such report will be made in the next quarterly shareholder letter following the
shareholder meeting at which a vote is taken. This information will be provided
in addition to the results to be disclosed under Rule 30d-1 under the Investment
Company Act of 1940.
Limitation of Exemption from the Proxy Rules for Certain Non-Issuer
-------------------------------------------------------------------
Solicitations
-------------
28
The "issuer" is the Fund. The Board of Directors of the Fund is not aware
of solicitations for Proxies by persons other than the Board of Directors. In
the event non-issuer solicitations for Proxies do occur, any false and
misleading statements contained therein will be the responsibility of the
solicitors that have made such filing. Such a filing of non-issuer solicitation
material with the Securities and Exchange Commission does not mean that a
finding by the Commission has been that the solicitation material is accurate or
complete.
Deadline for Proposals for Next Annual Meeting
----------------------------------------------
Shareholders who wish to have a proposal included in the business agenda
for the next Annual Meeting of Shareholders to be held February 17, 1998, must
have their proposal filed at the office of the Fund by November 19, 1997, which
date is estimated to be within the 90 days prior to the printing and mailing of
the Proxy Statement to shareholders eligible to vote at that meeting.
Board of Directors Meetings
---------------------------
The By-Laws of the Fund provide for an eleven member Board of Directors.
The Board of Directors currently has eleven members. The Board meets five times
per year. The scheduled dates for 1997 are January 14, April 11, July 8,
October 14, and December 2. Board meetings are normally held at 4:00 p.m. at
the offices of the Fund, with the exception of the December meeting, which will
begin at 5:40 p.m. The Board addresses all policy matters in relation to the
operation of the Fund, and it reviews and acts upon subjects involving Federal
and State law and regulation governing the Fund.
Vacancies on the Board of Directors
-----------------------------------
29
There are no vacancies on the Board of Directors at this time.
Attendance
----------
Attendance at Board and Committee meetings was disclosed earlier for each
Director in the text describing their personal background and stock ownership.
Relationships
-------------
The relationships between Directors or nominees for the Board of Directors
have been fully disclosed with respect to employment, family relationships,
control persons, and certain economic relationships in the main text of the
Proxy.
Associations
------------
There is no nominee or Director who is a member or employee or associated
with a law firm which the Fund has used during the last two fiscal years or
proposes to retain in the current year.
There is no nominee or Director who is a partner, officer, or director of
any investment banking firm.
Committees
----------
The Fund has an Executive Committee and an Audit Committee. The Director
members on each committee have been previously identified. The Executive
Committee reviews investment policies for the Fund, and members of this
30
Committee take action on any matters which the Board should review at its next
meeting for appropriate action. The Audit Committee establishes the scope of
review for the annual audit by Arthur Andersen LLP, and its members work with
representatives of Arthur Andersen LLP to establish such guidelines and tests
for the audit which are deemed appropriate and necessary.
Disagreements
-------------
No Director has requested that a description be made of any disagreement he
has with the management of the Fund with respect to operations, policies, or
practices of the Fund, nor has any Director declined to stand for reelection
because of any such disagreement.
Contests
--------
There have been no costs or terms of settlement of proxy contests for
election to the Board of Directors.
Professional Appointments and Fees
----------------------------------
With respect to the retention of Arthur Andersen LLP as certified public
accountants for the Fund, the Fund receives audit-related and tax preparation
services.
The Fund paid Arthur Andersen LLP $10,900 during 1996. The breakdown of
this fee was as follows:
% of
Amount Total
31
Audit related Services $10,115 92.8
Preparation of Tax Returns 785 7.2
-------- -----
Total Fee $10,900 100.0
======== ======
The appointment of Arthur Andersen LLP as certified public accountants for
the Fund is reviewed by the Audit Committee pursuant to an annual written
proposal for engagement by Arthur Andersen LLP; the Audit Committee then
recommends to the Board of Directors which in turn has recommended the
appointment to the shareholders. Arthur Andersen LLP has agreed to provide
services in 1997 for $10,900, the same as in 1996.
All legal fees performed on behalf of the Fund from its inception have been
paid by the investment adviser.
The appointment of attorneys for the Fund is a matter that is reviewed
annually by the Board of Directors at its January meeting.
ALL SHAREHOLDERS ARE REQUESTED TO SIGN AND MAIL PROXIES PROMPTLY.
Your attendance at the Annual Meeting is desired whether your holdings are
large or small. We encourage shareholders to take an active interest in the
Fund, and we would appreciate a phone call or letter to indicate that you expect
to be in attendance on February 18, 1997.
32
By Order of the Board of Directors.
Mary Ann Mason
Secretary
BRIDGES INVESTMENT FUND, INC.
PROXY - Annual Meeting of February 18, 1997
The undersigned hereby appoints Edson L. Bridges II, John W. Estabrook, and
Edson L. Bridges III, and each or any of them, with power of substitution,
attorneys and proxies, for and in the name and place of the undersigned, to vote
at the Annual Meeting of Shareholders of Bridges Investment Fund, Inc. to be
held at the office of the corporation in the City of Omaha, State of Nebraska,
at Room 256, Durham Plaza, 8401 West Dodge Road, on February 18, 1997, at 11:00
o'clock a.m. Omaha time, or at any adjournment thereof, upon the matters as set
forth in the Notice of such Meeting and the Proxy Statement as follows:
1.For the Election of Eleven Directors: Frederick N. Backer, Edson L.
Bridges II, Edson L. Bridges III, N. P. Dodge, Jr., John W. Estabrook,
Jon D. Hoffmaster, John J. Koraleski, Roger A. Kupka, Gary L. Petersen,
Roy A. Smith and L. B. Thomas
----
( ) For All Nominees
----
----
( ) For All Nominees except for person(s) whose name(s) is
----
written on lines at right or below:
===================================
----
( ) Withhold authority to vote for all Nominees.
----
2. For a proposed investment advisory contract which continues the
employment of Bridges Investment Counsel, Inc. as investment adviser to
the Fund for the period from April 17, 1997, through April 17, 1998.
---- ---- ----
For ( ) Against ( ) Abstain ( )
---- ---- ----
3. For the ratification of the selection of Arthur Andersen, LLP as
independent auditors of the Fund for Fiscal Year ending December 31,
1997.
---- ---- ----
For ( ) Against ( ) Abstain ( )
---- ---- ----
4. On any other business which may properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, 3, and 4.
DATED , 1997
-----------------------
NOTE: Please sign name or names as
imprinted hereon. Where stock
is registered in joint tenancy,
all tenants should sign. Persons
signing as Executors, Administrators,
Trustees, etc. should so indicate.
SIGNATURE(S)
=============================================
ALL SHAREHOLDERS ARE REQUESTED TO SIGN AND MAIL PROXIES PROMPTLY. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. DISCRETIONARY AUTHORITY TO
CUMULATE VOTES FOR THE ELECTION OF DIRECTORS IS NOT SOLICITED.
