BRIDGES INVESTMENT FUND, INC.
256 Durham Plaza
8401 West Dodge Road
Omaha, Nebraska 68114
402-397-4700
January 24, 2000
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 15, 2000, at 11:00 a.m., Omaha Time, for the following purposes:
1. To elect a Board of fourteen (14) Directors, as provided in 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, 2001, as more fully described in Section 2
below;
3. To approve or reject the ratification of the selection of KPMG
LLP as independent auditors for the Fund for the year ending December
31, 2000, as provided in Section 3 below.
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
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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 attend
the Annual 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 14, 2000,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting. The transfer books of the Fund will not be
closed.
On January 14, 2000, the Fund had outstanding 1,532,115.169 shares of
capital stock, par value $1 per share. After the elimination of fractional
shares which are not entitled to be voted, there were 1,531,769 full shares
outstanding on January 14, 2000, which are entitled to vote. In the election of
directors, shareholders are entitled to cumulative voting, which means that 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, 1999, mailed
simultaneously with this Proxy Statement to the shareholders, includes a
statement of assets and liabilities as of December 31, 1999, 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. Election of Directors
The Fund By-Laws provide for the election of fourteen (14)
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.
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The following information is furnished as to the proposed nominees whose
terms of office will run from February 15, 2000, to February 20, 2001:
Frederick N. Backer, Age 67 -- First Became Director in 1979
*2,516 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
Director of the Fund, and member of the Audit Committee. Mr. Backer is
currently President of JAT Investments Limited, formerly JAT Corp., a private
investment concern that operated a restaurant for twenty-five years. His
responsibilities as President of JAT Corp. commenced in August, 1972. During
1999, Mr. Backer had an 100% attendance record at the five regularly scheduled
meetings of the Board of Directors and a 100% attendance for the one meeting of
the Audit Committee.
*2,516 shares are held by U.S. 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 203 shares of an Individual
Retirement Act account held by U.S. Bank National Association as Custodian. Mr.
Backer's three children, James S. Backer, Ann B. Davids, and Thomas F. Backer
hold 2,584, 1,445, and 1,220 shares, respectively, in IRA accounts at U.S. Bank
National Association as Custodian. In addition, James, Ann, and Thomas hold
709, 41, and 709 shares, respectively, in their own names, and Thomas holds 350
shares in a Simplified Employee Pension Account. Thus, the total ownership by
the Frederick N. Backer family is 9,777 shares.
Edson L. Bridges II, Age 67 -- First Became Director and Officer in 1963
*26,563 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
Chairman and Chief Executive Officer and Director of the Fund and member of
the Executive Committee. Mr. Bridges became Chairman and Chief Executive
Officer of Bridges Investment Fund, Inc. on April 11, 1997, after serving as
President from September 28, 1970 through April 11, 1997. In September, 1959,
Mr. Bridges became associated with the predecessor firm to Bridges Investment
Counsel, Inc. and is presently the President and Director of Bridges Investment
Counsel, Inc. 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 1999, 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 one meeting of the Executive Committee.
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*13,191 shares are owned in Mr. Bridges' name; 7,259 shares are held by a
corporate trustee for the Bridges Investment Counsel, Inc. Profit Sharing Trust,
and 3,458 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; 2,655 shares are held by U.S. Bank National
Association as Custodian for master plan Individual Retirement Act and
Simplified Employee Pension accounts. In total, Mr. Bridges has a beneficial
interest in 26,563 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; Tracy T. Bridges, daughter-in-law, and nine
grandchildren are set forth on pages 12 and 13. Mr. Bridges is an affiliated
and interested person member of the Board of Directors.
Edson L. Bridges III, Age 41 -- First Became Officer in 1985 and Director
in 1991
*9,170 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
President and Director of the Fund and member of the Planning Committee.
Mr. Bridges has been a full-time member of the professional staff of Bridges
Investment Counsel, Inc. since August 1983. Mr. Bridges has been responsible
for securities research and the investment management for an expanding base of
discretionary management accounts, including the Fund, for more than seven
years. Mr. Bridges was elected President of Bridges Investment Fund, Inc. on
April 11, 1997, and he assumed the position of Portfolio Manager at the close of
business on that date. Mr. Bridges became a Director of Stratus Fund, Inc., an
open-end, regulated investment company located in Lincoln, Nebraska, in October,
1990. 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 1999, Mr. Bridges had a 80%
attendance record at the five regularly scheduled meetings of the Board of
Directors.
*Mr. Bridges' ownership is represented by 2,297 shares held in the Bridges
Investment Counsel, Inc. Profit Sharing Trust; 1,431 shares held in the Pension
Trust of Bridges Investment Counsel, Inc. by the Trustees of these plans; 3,467
shares held in a 401(k) Plan and Trust for employees of Bridges Investment
Counsel, Inc. and 1,176 shares in an IRA Custodial Account held by U.S. Bank
National Association. Mr. Bridges also has a 799 share interest in a family
trust described below. Tracy Taylor Bridges, Mr. Bridges' wife, holds 294
shares in an IRA Custodial Account and 12,614 shares in a 401(k) Plan. The
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total family ownership for Mr. Edson L. Bridges III is 22,157 shares which
includes 79 shares held in Educational IRA Accounts for each of Mr. Bridges
three children, Edson L. IV, Taylor K. and Mary E. Bridges. Mr. Bridges is an
affiliated and interested person member of the Board of Directors.
N. Phillips Dodge, Jr., Age 63 -- First Became Director in 1983
*2,403 Shares of Corporation owned beneficially, directly or indirectly or
of record on December 31, 1999
Director of the Fund and member of the Executive Committee. 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, and real estate syndication. Mr. Dodge became a Director
of American States Water Company (formerly 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 1998, Mr. Dodge 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 Executive Committee.
*Mr. Dodge's 2,403 shares are held in an IRA account by U.S. Bank National
Association as Custodian. His wife, Kathleen C. Dodge, has a similar account
with the identical 2,403 shares. Mr. Dodge's father, N. P. Dodge, Sr. owns 500
shares, and his wife, Virginia L. Dodge, owns 2,015 shares. Therefore, the
total Dodge family ownership is 7,321 shares.
John W. Estabrook, Age 72, First Became Director in 1979
*2,452 Shares of Corporation owned beneficially, directly or
indirectly, of record on December 31, 1999
Director of the Fund and member of the Audit Committee. 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, 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 1999, Mr. Estabrook 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 Audit Committee.
*2,452 shares are held by U.S. Bank National Association as Custodian for a
master plan IRA account. Mr. Estabrook's wife, Nancy C. Estabrook, owns 39,153
shares in her own name, and she owns 2,840 shares in an IRA account at U.S. Bank
National Association. Mr. Estabrook's son, John C. Estabrook, owns 3,665 shares
jointly with his wife, Sharon K. Estabrook; in addition, 2,234 shares each are
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held in Trusts for John Adam Estabrook and Matthew David Estabrook,
grandchildren of John W. Estabrook, for a total of 4,468 shares, and 2,029
shares are held in an Individual Retirement Account at U.S. Bank National
Association, for Jane E. Estabrook, daughter of John W. Estabrook. Thus, 54,607
total shares are owned by the Estabrook family.
Jon D. Hoffmaster, Age 52, First Became Director in 1993
*7,584 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
Director of the Fund and member of the Planning Committee. Since July
1999, Mr. Hoffmaster has been affiliated with eteetime.com, a golf software,
reservation and e-commerce business located in La Quinta, California, and
currently serves as Chief Executive Officer and a director of eteetime.com.
From 1987 until June 1999, Mr. Hoffmaster served as a director of infoUSA
(formerly known as American Business Information, Inc.), a leading business-to-
business marketing information company located in Omaha, Nebraska, and until
June 1999 served as its President and Chief Operating Officer. From 1980 to
1987, Mr. Hoffmaster was President and Chief Executive Officer of First National
Bank of Bellevue, Nebraska. During 1999, Mr. Hoffmaster had a 40% attendance
record at five regularly scheduled meetings of the Board of Directors.
*7,584 shares were held in Mr. Hoffmaster's own name on December 31, 1999.
5,768 shares are held in a Money Purchase Plan Trust and 1,816 shares are held
by U.S. Bank National Association Custodian for a master plan IRA rollover
account. Mr. Hoffmaster's daughter, Margaret S. Hoffmaster, holds 506 shares in
her own name, and 650 shares are held by Elizabeth O. Hoffmaster, another
daughter of Mr. Hoffmaster. Thus, the total Hoffmaster family ownership of the
Fund is 8,740 shares.
John J. Koraleski, Age 49, First Became Director in 1995
*382 Shares of Corporation owned beneficially, directly or indirectly, or
of record on December 31, 1999
Director of the Fund and member of the Planning Committee. Mr. Koraleski
is Executive Vice President-Marketing & Sales of Union Pacific Railroad
Company, headquartered in Omaha, Nebraska. As the Executive Vice President,
he has responsibility for all sales, marketing, and commercial activities for
the railroad and its Union Pacific Distribution Services subsidiary. Prior to
being promoted to his current position in March, 1999, Mr. Koraleski was the
Railroad's Chief Financial Officer, Controller of Union Pacific Corporation,
and he also was responsible for the Railroad's Real Estate Department. Mr.
Koraleski is a member of the Railroad's Operating Committee. He is Vice-
President-Finance and a member of the Board of Trustees for Union Pacific
Foundation. He is a Board member of Automated Monitoring and Control
International, Inc. (AMCI), a wholly-owned technology firm situated in Omaha,
Nebraska. During 1999, Mr. Koraleski had an 80% attendance record for the
five regularly scheduled meetings of the Board of Directors.
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*382 shares are held in The Koraleski Living Trust (dated January 18,
1991), John J. Koraleski and Stephanie F. Koraleski, Trustees.
Roger A. Kupka, Age 69, First Became a Director in 1982
*4,104 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
Director of the Fund and member of the Audit Committee. 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 also serves on the Board of Directors of Micklin Home Improvement Co.
All of these companies are located in Omaha, Nebraska. During 1999, Mr. Kupka
had a 80% attendance record for the five regularly scheduled meetings of the
Board of Directors, and a 100% attendance of the one meeting of the Audit
Committee.
*133 shares were held in Mr. Kupka's own name on December 31, 1999; 2,881
shares are held in a rollover IRA account at the U.S. Bank National Association
as Custodian for Mr. Kupka's beneficial interest. In addition, Mr. Kupka owns a
regular IRA account with U.S. Bank National Association as Custodian that holds
1,090 shares. Mr. Kupka's wife, Dorothy J. Kupka, has a beneficial interest of
1,731 shares in an IRA account at U.S. Bank National Association. Consequently,
the entire Kupka family ownership of the Fund is 5,835 shares.
Gary L. Petersen, Age 56, First Became Director in 1987
*41,930 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
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
1999, Mr. Petersen had a 60% 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.
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*39,866 and 2,064 shares are held in two separate rollover IRA accounts by
the U.S. 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 1,726 shares in an IRA rollover account at U.S. Bank
National Association; Mr. Petersen's mother Esther Petersen, holds 1,328 shares
in an agency account with Provident Trust Co.; their son, Daniel L. Petersen,
holds 1,355 shares in an IRA Roth conversion account at U.S. Bank National
Association; and Sondra Petersen, Mr. Daniel Petersen's wife holds 53 shares in
an IRA account with U.S. Bank National Association. In addition, 45 shares are
held in Educational IRA accounts for both Mr. Petersen's grandson, Wyatt Daniel
Petersen, and granddaughter, Reagan Marie Petersen. Mr. Petersen is a co-
trustee of the Ralph W. Petersen GST Exempt Trust, which holds 4,750 shares.
Mr. Petersen's son, Daniel, and his daughter, Megan, each had a beneficial
interest of 950 shares of the Fund. The 2,850 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
51,187 shares.
John T. Reed, Age 56, First Became Director in 1999
*29 shares of Corporation owned beneficially, directly or indirectly, or of
record on December 31, 1999
Director of the Fund and member of the Audit Committee. Mr. Reed is
Chairman of McCarthy & Co. of Omaha, Nebraska, a registered broker-dealer and is
a shareholder of its parent, McCarthy Group, Inc. Mr. Reed was formerly with
Arthur Andersen & Co. for 32 years before retiring in August, 1996. Mr. Reed
served as the managing partner of Arthur Andersen & Co.' s Omaha office while
also serving as partner in charge of that office's tax and business consulting
practices. During 1999, Mr. Reed had a 75% attendance record at four regularly
scheduled meetings of the Board of Directors held after his election to the
Board at the February 16, 1999 Annual Meeting, and a 100% attendance record for
the one meeting of the Audit Committee.
*29 shares are held jointly by Mr. Reed and his wife, Ivel J. Reed.
Roy A. Smith, Age 65, First Became Director in 1976
*21,075 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
Director of the Fund and member of the Planning Committee. Mr. Smith was
President of H. P. Smith Motors, Inc. for decades until the Company was sold to
a new owner in the Third Quarter of 1997. Mr. Smith is currently President of
Old Mill Toyota of Omaha, Nebraska, and is a director of the Mid City Bank of
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Omaha. During 1999, Mr. Smith had a 80% attendance record at the five regularly
scheduled meetings of the Board of Directors.
*19,091 shares are held in Mr. Smith's name, and 1,984 shares are held by
U.S. Bank National Association as Custodian for a master plan IRA account. Mr.
Smith's wife, Macaela J. Smith, holds 881 shares in an IRA account held by U.S.
Bank National Association. Homer A. Smith, brother to Roy A. Smith, also owns
13,573 shares jointly with his wife, Kathryn H. Smith. In addition, 7,888
shares are held as Trustee for Mr. Smith's niece and nephew, Courtney Lynn and
Gregory Thomas Asplund. Thus, the total Smith family ownership is 43,417
shares.
Janice D. Stoney, Age 59, First Became Director in 1999
*1,787 shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
Director of the Fund and member of the Executive Committee. Mrs. Stoney
retired as Executive Vice President, Total Quality System, US WEST
Communications in December, 1992. Mrs. Stoney began her career within the
telephone industry as a service representative with the Northwestern Bell
Telephone Company in August, 1959. She held various positions in operations and
labor relations with her employer until she was elected Vice President of Human
Relations in 1980,a responsibility she held for three years. Between 1983 and
1985, Mrs. Stoney fulfilled the position of Vice President _ Marketing of
Communication Services. She was then advanced to lead Northwestern Bell
Telephone Company as Executive Vice President and Chief Operating Officer, 1985
to 1987 and President and Chief Executive Officer for a $2.3 billion in revenue
operation spanning a five-state area in the Midwestern area for the years 1987
to 1989. Mrs. Stoney's next advancement was to US WEST Communications in
Denver, Colorado where she served as President, Consumer Division from 1989 to
1991. During her distinguished business career, Mrs. Stoney has served on the
Board of Directors of the Federal Reserve Bank, Tenth District, Omaha Branch,
from 1984 to 1988; the Northwestern Bell Telephone Company, 1985 to 1990;
Tennant Company located in Minneapolis, Minnesota from 1986 to 1995; and US WEST
Communications Group, Inc., 1989 to 1992. Mrs. Stoney formerly served on the
Board of Directors of Guarantee Life Insurance Company of Omaha, Nebraska from
1987 to 1999, and the Premark International Corporation, Deerfield, Illinois,
from 1989 to 1999. She is also a Director of the Whirlpool Corporation,
headquartered in Benton Harbor, Michigan where she has served since 1987. Mrs.
Stoney was also elected to the Williams Companies, Inc. Board of Directors in
1999. During 1999, Mrs. Stoney had a 100% attendance record at the four
regularly scheduled meetings of the Board of Directors held after her election
to the Board at the February 16, 1999 Annual Meeting, and a 100% attendance
record for the one meeting of the Executive Committee.
*Mrs. Stoney's 1,787 shares are held in an IRA rollover account at U.S.
Bank National Association.
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L.B. Thomas, Age 63, First Became Director in 1992
*813 Shares of Corporation owned beneficially, directly or indirectly
or of record on December 31, 1999
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. at the time of his retirement.
ConAgra has sales of approximately $25 billion world-wide and is the second
largest major processor of food products in the United States. It is
headquartered in Omaha, Nebraska. Mr. Thomas was also a member of ConAgra's
Management Executive Committee. Mr. Thomas joined ConAgra as assistant to the
Treasurer in 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 Lozier Corp. located in Omaha, Nebraska and
the Exchange Bank of Mound City, Missouri, and a member and treasurer of the
Nebraska Methodist Health System Board of Directors. During 1999, Mr. Thomas
had a 100% attendance record at the five regularly scheduled meetings of the
Board of Directors and a 100% attendance record for the one meeting of the
Executive Committee.
*813 shares are held in Mr. Thomas' name.
John K. Wilson, Age 45, First Became Director in 1999
*1,718 shares of Corporation owned beneficially, directly or indirectly, or
of record on December 31, 1999
Director of the Fund and member of the Planning Committee. Mr. Wilson is
President of Durham Resources, LLC and President of Great Plains Energy Corp.
Durham Resources, LLC is a privately held investment company headquartered in
Omaha, Nebraska. Great Plains Energy Corp. and its wholly owned subsidiary,
Great Plains Natural Gas Co., is a retail distributor of natural gas to 19
communities in western Minnesota and eastern North Dakota. Mr. Wilson commenced
his career with Durham Resources LLC, and Great Plains Energy Corp. in February,
1983. Prior to becoming President in May, 1994, Mr. Wilson served in the
position of Secretary-Treasurer and Vice President-Finance. Mr. Wilson
currently serves on the Advisory Board _ U.S. Bank National Association, Omaha,
Nebraska. During 1999, Mr. Wilson had a 100% attendance record at the four
regularly scheduled meetings of the Board of Directors after his election to the
Board at the February 16, 1999 Annual Meeting.
*The 1,718 shares are represented by: 42 shares in the John K. Wilson IRA
held by U.S. Bank National Association as Custodian and 1,676 shares in a Money
Purchase Pension Plan for John K. Wilson; Hancock and Dana PC as Plan Sponsor.
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In addition to these shares, Mr. Wilson's wife, Mary Anna, holds 215 shares in
an IRA account with U.S. Bank National Association as Custodian. Thus, the
total John K. Wilson family ownership in the Fund is 1,933 shares.
Nancy K. Dodge, Age 36, First Became Officer in 1986
*1,779 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
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 Vice
President of Fund Services. Mrs. Dodge is the person primarily responsible for
day to day operations 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.
*1,353 shares represent a beneficial interest in the Profit Sharing Trust,
and 426 shares represent a beneficial interest in the Bridges Investment
Counsel, Inc. Pension Trust held by the Trustees of these plans. In addition,
37 shares are held in Educational IRA accounts for Chase William Dodge and
Sydney Morgan Dodge, Mrs. Dodge's children and Mrs. Dodge's sister Janice M.
Harper owns 1,298 shares in an IRA Rollover account with U.S. Bank National
Association. The total family ownership for Nancy K. Dodge is 3,114 shares.
Mary Ann Mason, Age 47, First Became Officer in 1987
*5,594 Shares of Corporation owned beneficially, directly or
indirectly, or of record on December 31, 1999
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
Bridges Investment Counsel, Inc., Provident Trust Company, Bridges Investor
Services, Inc. and a Director of Bridges Investor Services, Inc.
*Mrs. Mason and her husband, Gerald L. Mason, own 1,522 shares jointly. In
addition, Mrs. Mason holds 951 shares in a master plan IRA account with U.S.
Bank National Association as Custodian, and 48 shares in a Roth IRA account at
U.S. Bank National Association. Mrs. Mason has a beneficial interest in 853
shares in the Bridges Investment Counsel, Inc. Profit Sharing Trust and 431
shares in the Bridges Investment Counsel, Inc. Pension Plan, and 1,789 shares in
a 401(k) Plan and Trust. Gerald L. Mason has a master plan IRA account with
U.S. Bank National Association as Custodian, which owns 951 shares, and 48
shares in a Roth IRA Account at U.S. Bank National Association. In addition, 27
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shares are held in an Educational IRA account for Christina Marie Mason, Mrs.
Mason's daughter. Thus, the total family ownership for Mary Ann Mason is 6,620
shares.
Kathleen J. Stranik, Age 56, First Became Officer in 1995
*1,358 Shares of Corporation owned beneficially, directly or indirectly, or
of record on December 31, 1999
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 holds 62 shares in a master plan IRA account with U.S. Bank
National Association as Custodian. Mrs. Stranik has 41 shares in a personal
account, and a beneficial interest in 581 shares in the Bridges Investment
Counsel, Inc. Profit Sharing Trust, 419 shares in the Bridges Investment
Counsel, Inc. Pension Plan, and 255 shares in a 401(k) Plan and Trust. In
addition, Mrs. Stranik's daughter and son-in-law, Amy and Randal Jespersen, both
hold 122 and 129 shares respectively in Master Plan IRA accounts with U.S. Bank
National Association. Thus, the total family ownership for Kathleen J. Stranik
is 1,609 shares.
The officers of the Fund as disclosed herein have been elected by the Board
of Directors on April 13, 1999, and their terms of office run from April 13,
1999, to April 13, 2000.
No shareholder owns of record, or beneficially of record, more than 10% of
the outstanding capital stock of the Fund, which totaled 1,508,154 shares as of
December 31, 1999.
Bridges Family Ownership of Fund Shares. The family of Edson L. Bridges II
has the following beneficial ownership in shares of the Fund: Edson L. Bridges
II, 13,191 shares in his own name; 1,841 shares in the Master Plan IRA account,
7,259 shares through a beneficial interest in the Bridges Investment Counsel,
Inc. Profit Sharing Trust, 3,458 shares represent a beneficial interest in the
Bridges Investment Counsel, Inc. Pension Trust, and 814 shares in a SEP IRA
account with U.S. Bank National Association as Custodian, for a total of 26,563
shares. Sally S. Bridges owns 3,564 shares in her own name, and also holds
1,390 shares in a master plan IRA account. Mrs. Bridges' beneficial and of
record ownership of Fund shares is 4,954 shares.
Edson L. Bridges III owns 2,297 shares through a beneficial interest in the
Bridges Investment Counsel, Inc. Profit Sharing Trust; 1,431 shares represent a
beneficial interest in the Bridges Investment Counsel, Inc. Pension Trust; 3,467
shares represent a beneficial interest in the 401(k) Plan and Trust for
employees of Bridges Investment Counsel, Inc.; and 1,175 shares and 294 shares,
respectively, are held in a master plan IRA account for both Edson L. Bridges
-13-
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 is 799 shares. In addition, each of Mr. Bridges'
three children hold an Educational IRA Account with a total number of 80 shares
as described earlier. These children are Edson L. Bridges IV, Taylor Kathryn
Bridges and Mary Esther Bridges. Tracy Bridges further holds 12,614 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 22,157 shares.
Jennifer B. Hicks, daughter of Edson L. Bridges II, owns 271 shares in a
master plan IRA account. In addition, Mrs. Hicks is entitled to 146 shares
through a beneficial interest in the Bridges Investment Counsel, Inc. Profit
Sharing Trust, and 36 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 is 799 shares. In addition,
64 shares are held in an Educational IRA Account for Kathryn Elizabeth Hicks,
Andrew John Hicks, and Sophie Marie Hicks, Mrs. Hicks' children. Thus, Mrs.
Hicks has a beneficial interest in 1,316 shares of the Fund.
Robert W. Bridges, son of Edson L. Bridges II, owns in his Revocable Trust
421 shares, and he has a one-third beneficial interest in the Edson L. Bridges
II Irrevocable Trust for 798 shares, 227 shares in a Roth conversion account,
242 shares through a beneficial interest in the Bridges Investment Counsel, Inc.
Profit Sharing Trust, and 168 shares are attributed through a beneficial
interest in the Bridges Investment Counsel, Inc. Pension Trust. In addition,
408 shares represent a beneficial interest in the 401(k) Plan and Trust of
Bridges Investment Counsel, Inc. Robert W. Bridges holds 1,149 shares jointly
with his wife, Elizabeth Bridges. In addition, 64 shares are held in
Educational IRA accounts for three of Mr. Bridges' children, Hannah Caroline
Bridges, Benjamin Hall Bridges, and Elizabeth Owen Bridges. Thus, Robert W.
Bridges' beneficial ownership in the Fund totals 3,477 shares.
The combined beneficial ownership for members of the family of Edson L.
Bridges II is 58,467 shares or 3.9% of the total shares outstanding. Marvin W.
Bridges, Jr., brother of Edson L. Bridges II, holds 10,026 shares in a
charitable trust with Edson L. Bridges II as sole trustee, and with Provident
Trust Company as Investment Agent. 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 713 shares attributable to her in that trust.
Amy Bridges Lawrence, daughter of Marvin W. Bridges, has a one-half beneficial
interest in the Marvin W. Bridges, Jr. Irrevocable Trust, and there are 713
shares attributable to her in that trust. In addition, Mrs. Lawrence holds 291
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shares in a separate Master Plan IRA account at U.S. Bank National Association.
The total beneficial ownership for the Marvin W. Bridges, Jr. family is 11,743
shares or 0.8% of the total shares outstanding.
When the branches of Edson L. Bridges II and Marvin W. Bridges, Jr. are
combined, the various members of the Bridges family own beneficially 70,211
shares, which are equal to 4.7% of the total Fund shares outstanding.
Edson L. Bridges II acts as a sole trustee for one irrevocable trust that
is registered with the Fund's transfer agent in the name of the grantor or the
principal beneficiary of the trust. The trust has an ownership of 267 shares of
the Fund outstanding as of December 31, 1999. Mr. Bridges also serves as a co-
trustee of six other trusts with individual trustees and corporate trustees that
held 14,541 shares of the Fund as of December 31, 1999. These shares are
reported in the beneficial ownership interests of the trust, and is 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 4,467 shares of capital stock of the
Fund as of December 31, 1999. 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.
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 multiple reporting of share ownership of the Fund
in order to report the various classifications "of record" ownership.
The share ownership disclosures reported herein are as of December 31,
1999. To summarize the foregoing information, the Directors and Officers of the
Fund own beneficially or of record 131,256 shares, which are equal to 8.7% of
the 1,508,154 Fund shares outstanding on December 31, 1999, and their family
members own an additional 119,589 shares for a total ownership of these persons
of 250,845 shares, which are equal to 16.6% of the 1,508,154 Fund shares
outstanding on December 31, 1999.
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
18,584 shares for the benefit of all employees. The National Bank of Commerce
owned an additional 14,689 shares as Trustee of the 401(k) Plan and Trust for
the employees of Bridges Investment Counsel, Inc. Three employees, acting as
Trustees, held 5,453 shares of the Fund on behalf of the Pension Plan
-15-
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.
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, 1999, and December 31, 1998,
allocations of percentage interests in the retirement plans with appropriate
adjustments to reflect changes since that time. However, actual ownership at
December 31, 1999, 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, 2000; thus,
the disclosures of beneficial interests in this proxy statement as of December
31, 1999, are the best estimates possible from the available information at this
time, except the beneficial interests in the Pension Plan have been determined
to be correct for December 31, 1999.
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
$13,400.00 by Bridges Investment Counsel, Inc. for their attendance at Audit
Committee, Executive Committee, and Board of Directors meetings during 1999.
The following Directors were "interested persons" members of the Board of
Directors during 1999: Mr. Edson L. Bridges II and Mr. Edson L. Bridges III.
The determination of an interested person is based on the definition in Section
2(a)(19) of the Investment Company Act of 1940, and the recent Securities and
Exchange Commission Release (Release No. IC-24083, dated October 14, 1999),
providing additional guidance to investment companies about the types of
professional and business relationships that may be considered to be material
for purposes of Section 2(a)(19). Interested persons include 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 194 shareholders as of
December 31, 1999, no one of whom owned more than 3.7% 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, 1999, Provident Trust Company maintained accounts that held shares
of Bridges Investment Fund, Inc. for its customers in the following capacities
where Provident Trust Company has the right to vote the Fund shares: 133,438
shares as sole trustee, and 14,541 shares as co-trustee with an individual. The
total shares held by Provident Trust Company in these two capacities is 147,979.
-16-
The number of shares that will be voted by an officer of Provident Trust Company
in its capacity as trustee or co-trustee is 1.0% of the total Fund shares
outstanding on December 31, 1999. Provident Trust Company does not own any
shares of the Fund as principal. 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 an independent
point of view and the avoidance of a conflict of interest are important
considerations.
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 16, 1999, and the purpose of that submission was to secure a
continuation of the contract with Bridges Investment Counsel, Inc. for the
period from April 17, 1999, through April 17, 2000.
The recommendation to continue the contract past April 17, 2000, was first
made by the non-interested person members of the Board of Directors at an
Executive Meeting called for that purpose on December 7, 1999. This
recommendation was then favorably acted upon at the Regular Quarterly
Meeting of the Board of Directors on January 11, 2000, for submission to the
shareholders for action on February 15, 2000.
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
-17-
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: $170,327.60 in 1997, $209,938.08 in 1998, and $279,315.80 in 1999.
There have been no reimbursed expenses under the 1 1/2% of net assets expense
limitation during the past three fiscal years.
Edson L. Bridges II, Chairman of the Board 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 follows as of December 31, 1999: 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 69.07% of the 66
shares held in the Profit Sharing Trust, including a 39.05% allocation for Mr.
Edson L. Bridges II that translates to a 25.77 share indirect ownership for him.
Mr. Edson L. Bridges III holds a 12.36% indirect beneficial interest in the
profit sharing trust of Bridges Investment Counsel, Inc., resulting in an
attribution of 8.16 shares of ownership in Bridges Investment Counsel, Inc.
capital stock. When the 8.16 indirect shares are combined with the six shares
owned directly, Mr. Bridges III holds 14.16 shares of Bridges Investment
Counsel, Inc. capital stock, for a 2.63% interest in that Firm. Thus, both
Edson L. Bridges II and Edson L. Bridges III's beneficial interest in the stock
ownership of Bridges Investment Counsel, Inc. is 564.93 shares, representing
94.2% of the total 600 shares outstanding, when their 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.
-18-
Bridges Investment Counsel, Inc. does not advise any other investment
companies.
In order for the investment advisory 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
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, the Board has regularly reviewed the brokerage
commissions paid on each portfolio security transaction since 1995, and the
actions taken by the management during the prior quarter with respect to
portfolio transactions and commission levels have been approved by the Board of
Directors.
During the most recent fiscal year ended December 31, 1999, the Fund paid
Bridges Investor Services, Inc. $15,737.74 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, 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
-19-
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 Exhibit 4 in the Annual
Shareholder Report for 1999 that accompanies this Notice of Annual Meeting of
Shareholders and Proxy Statement for the matters and the results acted upon at
the February 16, 1999, 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 the 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 resigned its relationship as independent certified
public accountants for Bridges Investment Fund, Inc. in August, 1998 to avoid a
potential conflict of interest that might have arisen after September 1, 1998.
Accordingly, a replacement auditor, KPMG LLP, was selected by the non-affiliated
Directors at their regular quarterly meeting on October 13, 1998, and the Fund
shareholders were notified of this action through a disclosure in the
Shareholder Letter dated October 26, 1998. The shareholders of the Fund
ratified the selection of KPMG LLP as auditors of the Fund for the year ending
December 31, 1999 at the February 16, 1999 Annual Meeting of Shareholders.
On January 11, 2000, the non-interested person members of the Board of
Directors unanimously recommended the selection of KPMG LLP as auditors for the
Fund for the year ending December 31, 2000, and the Board directed the
submission of this recommendation to the shareholders for ratification. Through
the Proxy solicited for the Annual Meeting scheduled for February 15, 2000, you
will be ratifying the selection of KPMG LLP as the auditor for the year-ending
2000 financial statements for the Fund. A representative of KPMG LLP will be in
attendance at the Annual Meeting of Shareholders on February 15, 2000.
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 Annual Meeting, the persons named in the Proxy will vote on
such matters in accordance with their best judgment.
-20-
Supplementary Comments and Information
Special matters deserving emphasis are set forth under appropriate headings
in the text below:
Cumulative Voting of Directors
As noted above in the third paragraph on page 2 of this Proxy Statement, a
Fund shareholder has the right 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 Annual Meeting 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) will be made by the Fund 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
The issuer of the enclosed Proxy 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 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 constitute a finding by the
Commission that such 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 20, 2001, must
have their proposal filed at the office of the Fund by November 22, 2000, 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.
-21-
Board of Directors Meetings
The By-Laws of the Fund provide for a fourteen member Board of Directors
and the Board of Directors currently has fourteen members. The Board meets five
times per year. The scheduled dates for 2000 are January 11, April 13, July 11,
October 17, and December 5, 2000. 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 laws and regulations governing the Fund.
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 past two fiscal years or
proposes to retain in the current year.
There is one Director, John T. Reed, who is a shareholder, officer, and
director of an investment banking firm, McCarthy & Co., a registered broker-
dealer. However, in accordance with SEC Rule 2a19-1 under the Investment
Company Act, the Board of Directors of the Fund at its meeting on January 11,
2000 confirmed that McCarthy & Co. has not executed any portfolio transactions
for the Fund, engaged in any principal transaction with the Fund or distributed
shares for the Fund during the time that Mr. Reed has served as a Director of
the Fund, and for at least six months prior thereto, and that the Fund and its
shareholders will not be adversely affected if McCarthy & Co. does not execute
any portfolio transactions for the Fund, engage in any principal transactions
with the Fund or distribute any shares of the Fund. Upon the basis of this
determination, Mr. Reed is not considered an interested person under Section
2(a)(19) of the Investment Company Act, despite his affiliation with a
registered broker-dealer.
Committees
The Fund has an Executive Committee, an Audit Committee, and a Planning
Committee. The Director members on each committee are identified below. The
Executive Committee reviews investment policies for the Fund, and members of
this 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 KPMG LLP, and its members work with
representatives of KPMG LLP to establish such guidelines and tests for the audit
which are deemed appropriate and necessary. The Planning Committee establishes
and reviews long-term planning and directions for the Fund in light of the
-22-
changing business and regulatory environment for investment companies in general
and with respect to the Fund in particular. The Planning Committee did not meet
in 1999.
AUDIT COMMITTEE EXECUTIVE COMMITTEE PLANNING COMMITTEE
Frederick N. Backer Edson L. Bridges II Edson L. Bridges III
John W. Estabrook N.P. Dodge Jr. Jon D. Hoffmaster
Roger A. Kupka Janice D. Stoney John J. Koraleski
John T. Reed L.B. Thomas Roy A. Smith
Gary L. Petersen John K. Wilson
Professional Appointments and Fees
With respect to the retention of KPMG LLP in 1999 as certified public
accountants for the Fund, the Fund receives audit-related and tax preparation
services.
The Fund paid KPMG LLP $10,500 during 1999. The breakdown of this fee was
as follows:
% of
Amount Total
Audit-Related Services $8,700 82.9
Preparation of Tax Returns 1,800 17.1
Total Fee $10,500 100.0
The appointment of KPMG LLP as certified public accountants for the Fund is
reviewed by the Audit Committee pursuant to an annual written proposal for
engagement by KPMG LLP; the Audit Committee then recommends to the Board of
Directors which in turn has recommended the appointment to the shareholders.
KPMG LLP has agreed to provide services in 2000 for $10,500.
Legal fees and services performed on behalf of the Fund have been paid by
the investment adviser in accordance with the terms of the agreement between the
Fund and 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 15, 2000.
-23-
By Order of the Board of Directors.
Mary Ann Mason
Secretary
<PAGE>
<PAGE>
BRIDGES INVESTMENT FUND, INC.
PROXY - Annual Meeting of February 15, 2000
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 15, 2000, 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 Fourteen 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, John T.
Reed, Roy A. Smith, Janice D. Stoney, L. B. Thomas, and John K. Wilson.
___ 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, 2000, through April 17, 2001.
___ For ___ Against ___ Abstain
3.For the ratification of the selection of KPMG LLP as independent auditors of
the Fund for Fiscal Year ending December 31, 2000.
___ 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 _______________________, 2000
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.
<PAGE>
