SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

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BRIDGES INVESTMENT FUND, INC.
(Name of Registrant as Specified in its Charter)

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Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

PRELIMINARY PROXY STATEMENT

BRIDGES INVESTMENT FUND, INC.

256 Durham Plaza
8401 West Dodge Road
Omaha, Nebraska 68114
402-397-4700

February __, 2006

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 Happy Hollow Country Club, 1701 South
105th Street, Omaha, Nebraska, on Wednesday, March 22, 2006, at 7:00 p.m.,
Central Standard Time, for the following purposes:

1. To elect a Board of ten (10) Directors, as provided in Proposal 1 below;

2. To approve or reject the continuance of the investment advisory contract
with Bridges Investment Management, Inc. as investment adviser to the Fund
for the year commencing April 17, 2006, and ending April 17, 2007, as more
fully described in Proposal 2 below;

3. To approve or reject the ratification of the selection of Deloitte &
Touche LLP as independent public accountant for the Fund for the year
ending December 31, 2006, as provided in Proposal 3 below;

4. To approve or reject the amendment and restatement of the Fund's Articles
of Incorporation, as more fully described in Proposal 4 below; and

5. To transact such other business as may properly come before the meeting.

Nebraska Business Corporation Act provisions entitle Fund shareholders to
dissent from the proposed amendment and restatement of the Fund Articles of
Incorporation (Proposal 4) and to obtain the "fair value" of their shares. In
order to qualify for those rights, you must (1) not vote in favor of Proposal 4,
(2) deliver written notice of your intent to dissent to the Fund prior to the
vote on Proposal 4, (3) make a written demand for appraisal in accordance with
Fund notice provided after shareholder approval of Proposal 4, and (4) otherwise
comply with the Nebraska law procedures for exercising dissenters' appraisal
rights. See "Rights of Dissenting Shareholders" in the accompanying Fund Proxy
Statement for a more detailed description of such rights.

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 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. This proxy statement is first being
mailed to shareholders on or around February __, 2006.

If you do not expect to be present, please sign the enclosed Proxy and mail
it to Proxy Tabulator, P.O. Box 9112, Farmingdale, New York 11735. All
valid Proxies obtained will be voted in favor of the election of directors,
unless specified to the contrary. With respect to the approval of the investment
advisory contract (Proposal 2 above), the ratification of the selection of
accountants (Proposal 3 above), and the amendment and restatement of the
Articles of Incorporation (Proposal 4 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 or her 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 their Proxies and to vote personally on each matter
described herein.

The Board of Directors has fixed the close of business on January 31, 2006,
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 31, 2006, the Fund had outstanding ______________ shares of
capital stock, par value $1 per share. 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. The ten nominees with the most votes will be
elected as directors (Proposal 1). Unless otherwise instructed, the proxy
holders will vote the proxies received by them equally for each nominee shown in
this Proxy Statement. In other matters, each share is entitled to one vote. The
affirmative vote of the holders of a majority of the outstanding shares of the
capital stock entitled to vote at the Annual Meeting is required to approve the
continuance of the investment advisory contract (Proposal 2). The affirmative
vote of the holders of a majority of the outstanding shares of capital stock
present and entitled to vote either in person or by proxy is required to approve
the ratification of Deloitte and Touche LLP as the Fund's independent public
accountants for the year ending December 31, 2006 (Proposal 3). A two-thirds
majority vote of the holders of all of the votes entitled to be cast either in
person or by proxy is required to approve the amendment and restatement of the
Fund's Articles of Incorporation (Proposal 4).

Votes will be counted by the inspector of election appointed for the meeting,
who will separately count "For" and (with respect to proposals other than the
election of

directors) "Against" votes, abstentions and broker non-votes. A "broker
non-vote" occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power with respect to that proposal and has not received instructions
with respect to that proposal from the beneficial owner (despite voting on at
least one other proposal for which it does have discretionary authority or for
which it has received instructions). Abstentions will be counted toward the vote
total for each proposal, and will have the same effect as "Against" votes. With
respect to Proposals 1 and 3, broker non-votes have no effect and will not be
counted toward the vote total for any proposal. With respect to Proposals 2 and
4, broker non-votes will have the same effect as "Against" votes.

In order to transact business at the Annual Meeting, a quorum must be
present. Under the Fund's By-Laws, a quorum is present if the holders of a
majority of the total number of outstanding shares as of the record date are
represented at the Annual Meeting either in person or by proxy. Abstentions and
broker non-votes will be counted for the purpose of determining whether a quorum
is present.

The Annual Report for the year ended December 31, 2005, which is being mailed
with this Proxy Statement, includes a statement of assets and liabilities as of
December 31, 2005, 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.

PROPOSAL ONE
ELECTION OF DIRECTORS

In accordance with the Fund's Articles of Incorporation and By-Laws, the
Fund's Board of Directors set the size of the Fund's Board of Directors at ten
(10) directors. The Fund's By-Laws provide for the election of these directors
who will serve until the next Annual Meeting of the shareholders and until their
successors are elected and qualified. The Fund's Board of Directors has amended
the Fund's By-Laws to provide the Board of Directors discretion to select the
date and time of the Annual Meeting, provided such date is no longer than six
months after the end of the Fund's fiscal year or fifteen months after the
Fund's last annual meeting.

In April, 2003, the Fund's Administration and Nominating Committee adopted a
retirement policy whereby directors of the Board will not stand for reelection
in the year in which that director becomes 72 unless the Administration and
Nominating Committee determines that an exception is applicable to an individual
that continues to be employed in an executive position with a service provider
of the Fund or an individual that has a significant portion of his or her net
worth invested in the Fund. The Administration and Nominating Committee has
granted an exception from the application of such policy to Mr. Edson L. Bridges
II in view of his 43 years of experience with the leadership and management of
the Fund and its affiliates and to Mr. Estabrook and Mr. Smith in recognition of
their families' significant holdings in the Fund.

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 vacancy may be filled
by the Board of Directors in accordance with the By-Laws, and the Proxy will be
voted for nominees selected by the Board of Directors, unless the Board of
Directors determines not to fill such vacancy.

The determination of an interested person is based on the definition in
Section 2(a)(19) of the Investment Company Act of 1940 and 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 Management,
Inc. Those individuals who are not "interested persons" are disinterested
persons for this disclosure. Bridges Investment Fund, Inc. considers these
proposed Board members to be "independent directors" exercising care, diligence
and good business judgment with respect to the governance of the Fund.

Two Fund directors, John T. Reed and Janice D. Stoney, have elected not to
stand for re-election as Board members after the 2006 Annual Meeting of
Shareholders. At December 31, 2005, Mr. Reed beneficially owned 32 shares, and
Mrs. Stoney owned 1,925 shares, or 0.08% of the Fund shares.

The following information is furnished as to the proposed nominees whose
terms of office will run from March 22, 2006 to the 2007 annual meeting and
until their successors are elected and qualified:

Disinterested Persons
Also Known As Independent Directors

Number and
Percentage of
Fund Shares
Beneficially
Name, Age, Position with Owned as of
Fund and Term of Office Principal Occupation(s) and Directorships* December 31, 2005
- ------------------------- ------------------------------------------------------------ -----------------

N. Phillips Dodge, Jr., Mr. Dodge is President of N. P. Dodge Company, a leading 5,176 shares
69 commercial and residential real estate brokerage concern in
the area of Omaha, Nebraska. Mr. Dodge has held this 0.22%
Director position since July, 1978. Mr. Dodge is also a principal
(1983 - present) officer and director of a number of subsidiary and
affiliated companies in the property management, insurance,
and real estate syndication fields. 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, 2000, for a
six year term.

John W. Estabrook, Mr. Estabrook was the Chief Administrative Officer of the 47,142 shares
78 Nebraska Methodist Hospital and its holding company, 2.04%
Nebraska Methodist Health System, in Omaha, Nebraska,
Director beginning June, 1959. Effective January 1, 1987, Mr.
(1979 - present) 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.

Jon D. Hoffmaster, From 1987 to 1998, Mr. Hoffmaster was employed by InfoUSA, 504 shares
57 where he served as President and Chief Operating Officer, 0.01%
Chief Financial Officer, Executive Vice President and
Director director. From 1980 to 1987, Mr. Hoffmaster was President
(1993 - present) and Chief Executive Officer of First National Bank of
Bellevue, Nebraska. Mr. Hoffmaster has been determined to be
an "audit committee financial expert" within the meaning of
the Sarbanes Oxley Act of 2002 and the regulations related
thereto by the Fund's Board of Directors. Mr. Hoffmaster
serves as the Chairman of the Audit Committee. As of June 1,
2003, Mr. Hoffmaster has been the President of W.F.
Enterprises, LLC, a recreational vehicle company.

John J. Koraleski, Mr. Koraleski was elected Chairman on April 13, 2005. Mr. 2,630 shares
55 Koraleski is Executive Vice President-Marketing & Sales of 0.11%
the Union Pacific Railroad Company headquartered in Omaha,
Chairman Nebraska. Mr. Koraleski was employed by Union Pacific in
(2005 - present) June, 1972, where he has served in various capacities. He
was promoted to his present position in March, 1999. As the
Director Executive Vice President-Marketing & Sales, Mr. Koraleski is
(1995 - present) responsible for all sales, marketing, and commercial
activities for the railroad and its Union Pacific
Distribution Services subsidiary. He is a member of the
Railroad's Operating Committee. Currently, Mr. Koraleski is
Vice President-Finance and a Member of the Board of Trustees
for Union Pacific Foundation. Prior to his current officer
position with the Railroad, Mr. Koraleski was the Railroad's
Chief Financial Officer, Controller of Union Pacific
Corporation. In those positions, he was responsible for the
Railroad's Information Technologies and Real Estate
Departments. Mr. Koraleski has been designated as the Lead
Independent Director of the Fund.

Gary L. Petersen, Mr. Petersen is the retired President of Petersen 47,527 shares
62 Manufacturing Co. Inc. of DeWitt, Nebraska. Mr. Petersen 2.06%
commenced employment with the Company in February, 1966. He
Director became President in May, 1979, and retired in June, 1986.
(1987 - present) 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.
Mr. Petersen serves as Chairman of the Fund's Administration
and Nominating Committee.

Roy A. Smith, Mr. Smith was President of H. P. Smith Motors, Inc. for 27,768 shares
71 decades until the Company was sold to a new owner in the (1)
Third Quarter of 1997. Mr. Smith is currently President of 1.20%
Director Old Mill Toyota of Omaha, Nebraska, and is a director of the
(1976 - present) Mid City Bank of Omaha.

L.B. Thomas, Mr. Thomas retired in October, 1996, from ConAgra, Inc. 875 shares
69 headquartered in Omaha, Nebraska. He retired as Senior Vice 0.04%
President, Risk Officer and Corporate Secretary. ConAgra had
Director sales of approximately $25 billion world-wide and was the
(1992- present) second (1992 largest processor of food products in the
United States when Mr. Thomas retired. He 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.

John K. Wilson, Mr. Wilson is President of Durham Resources, LLC. Durham 2,081 shares
51 Resources, LLC is a privately held investment company 0.09%
headquartered in Omaha, Nebraska. Mr. Wilson commenced his
Director career with Durham Resources, LLC in February, 1983. Prior
(1999 - present) 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 and as a director
of MDU Resources Group, Inc. headquartered in Bismarck,
North Dakota. Mr. Wilson has been determined to be an "audit
committee financial expert" within the meaning of the
Sarbanes Oxley Act of 2002 and the regulations related
thereto by the Fund's Board of Directors.

(1) This includes 3,906 shares that are held for Roy A. Smith's niece and
nephew in two trusts, and for which Mr. Smith is the custodian and has the
right to vote the shares.

* Except as otherwise indicated, each individual has held the position shown
or other positions in the same company for the last five years.

The address for all Fund Directors is 256 Durham Plaza, 8401 West Dodge
Road, Omaha, Nebraska 68114.

Interested Person Directors and Officers

The following Directors and Officers are interested persons of the Fund. The
determination of an interested person is based on the definition in Section
2(a)(19) of the Investment Company Act of 1940 and 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).

Edson L. Bridges II, Mr. Bridges became Vice-Chairman on April 13, 2005. Mr. 79,000
73 (1) Bridges had previously served as Chairman, Chief Executive shares (2), (3)
Officer, and President of the Fund. Mr. Bridges was replaced 3.43%
Vice-Chairman by Edson L. Bridges III as Chief Executive Officer of the
(2005 - present) Fund on April 13, 2004. In September, 1959, Mr. Bridges
became associated with the predecessor firm to Bridges
Chairman Investment Counsel, Inc. and is presently the President and
(1997 - 2005) Director of Bridges Investment Counsel, Inc. Mr. Bridges is
also President and Director of Bridges Investor Services,
Chief Executive Officer Inc. Mr. Bridges is President and Director of Provident
(1997 - 2004) Trust Company, chartered to conduct business on March 11,
1992, and, since December 2000, Director of Bridges
Director Investment Management, Inc.
(1963 - present)

Edson L. Bridges III, Mr. Bridges has been a full-time member of the professional 50,591 shares
47 (4) staff of Bridges Investment Counsel, Inc. since August 1983. (5), (6)
Mr. Bridges has been responsible for securities research and 2.19%
President the investment management for an expanding base of
(1997 - present) discretionary management accounts, including the Fund, for
more than nine years. Mr. Bridges was elected President of
Chief Executive Officer Bridges Investment Fund, Inc. on April 11, 1997, and he
(2004 - present) assumed the position of Portfolio Manager at the close of
business on that date. Mr. Bridges became Chief Executive
Director Officer of the Fund on April 13, 2004. Mr. Bridges has been
(1991 - present) Executive Vice President of Bridges Investment Counsel, Inc.
since February, 1993, and he is a Director of that firm. Mr.
Bridges is an officer and a Director of Bridges Investor
Services, Inc. and Provident Trust Company. Since December
2000, Mr. Bridges has been President and Director of Bridges
Investment Management, Inc. Mr. Bridges became a Director of
Stratus Fund, Inc., an open-end, regulated investment
company located in Lincoln, Nebraska, in October, 1990 and
is Chairman of the Audit Committee of the Stratus Fund.

* Except as otherwise indicated, each individual has held the position shown
or other positions in the same company for the last five years.

(1) Edson L. Bridges II is the father of Edson L. Bridges III. Mr. Bridges II
is an interested person because he is a director and officer of the Fund's
investment adviser, Bridges Investment Management, Inc.

(2) 9,070 shares are owned in Mr. Bridges' name and 1,486 shares as Edson L.
Bridges II Investment Counsel in California (a.k.a. Bridges Investment
Advisers); 7,595 shares are held by a corporate trustee for the Bridges
Investment Counsel, Inc. Profit Sharing Trust, and 5,006 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. In addition, Mr. Bridges owns 3,176 shares held by U.S. Bank
National Association as Custodian for master plan Individual Retirement Act
and Simplified Employee Pension accounts and a Non-Deductible IRA. Sally S.
Bridges, Mr. Bridges' wife, owns 3,260 shares in her own name and 1,269
shares in a master plan IRA account, and 63 shares in a Non-Deductible IRA.

(3) Edson L. Bridges II acts as a sole trustee for two 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 an ownership of
10,910 shares of the Fund outstanding as of December 31, 2005. Mr. Bridges
also serves as a co-trustee of five other trusts with individual trustees
and corporate trustees for 25,795 shares and co-trustee with Edson L.
Bridges III of two trusts with individual trustees for 11,370 shares for a
total of 37,165 shares of the Fund as of December 31, 2005. These shares
are reported in the beneficial ownership interests of Mr. Bridges solely
because of his voting power. The 11,370 shares of the Fund are also
reported in the beneficial ownership interests of Edson L. Bridges III. See
footnote (6). Mr. Bridges' practice with respect to voting shares of the
Fund will be to deliver proxies to the beneficial owners, other
co-trustees, or other representatives for the trustees' accounts in all
situations where such policy is administratively feasible and legally
possible.

(4) Edson L. Bridges III is the son of Edson L. Bridges II. Mr. Bridges III is
an interested person because he is a director and officer of the Fund and a
director and officer of the Fund's investment adviser, Bridges Investment
Management, Inc.

(5) Mr. Bridges' ownership is represented by 3,041 shares held in the Bridges
Investment Counsel, Inc. Profit Sharing Trust; 3,153 shares held in the
Pension Trust of Bridges Investment Counsel, Inc. by the Trustees of these
plans; 5,303 shares held in a 401(k) Plan and Trust for employees of
Bridges Investment Counsel, Inc. and 1,266 shares in an IRA Custodial
Account held by U.S. Bank National Association. Mr. Bridges also has an 814
share interest in a family trust in addition to a joint account with Tracy
Taylor Bridges, Mr. Bridges' wife, with 2,993 shares. Tracy Taylor Bridges
holds 317 shares in an IRA Custodial Account and 20,058 shares in a 401(k)
Plan. In addition, 367 shares are held in Educational IRA Accounts for each
of Mr. Bridges three children, Edson L. IV, Taylor K. and Mary E. Bridges,
and 1,909 shares are held in a custodial account for each of Mr. Bridges
three children.

(6) Edson L. Bridges III is named as co-trustee with Edson L. Bridges II for
two trusts with a total of 11,370 shares of capital stock of the Fund as of
December 31, 2005. The capital stock owned is registered with the Fund's
transfer agent in the name of the trust, and these shares are reported in
the beneficial ownership interests of Mr. Bridges III solely because of his
voting power. The 11,370 shares of the Fund are also reported in the
beneficial ownership interests of Edson L. Bridges II. See footnote (3).

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE IN
FAVOR OF EACH NOMINEE FOR DIRECTOR.

Bridges Investment Counsel, Inc., the former investment adviser to the
Fund, has a Cash or Deferred Profit Sharing Plan and Trust (the "BIC Profit
Sharing Trust") and a Pension Plan and Trust ("BIC Pension Plan") for its
employees, and both include some persons who are not officers or directors of
the Fund. Provident Trust Company, as non-discretionary Trustee of the BIC
Profit Sharing Trust, 401-K and BIC Pension Plan held a total of 72,122 shares
of the Fund on behalf of the participants. The beneficial interests of the
officers and employees of Bridges Investment Counsel, Inc. in the BIC Profit
Sharing Plan and the BIC Pension Plan who are also directors and officers of the
Fund are included in their statements of beneficial stock ownership based upon
December 31, 2005 allocations of percentage interests in the retirement plans
for each employee.

Provident Trust Company of Omaha, Nebraska, had 190 shareholders as of
December 31, 2005, no one of whom owned more than 4.9% 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, 2005, 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: 139,635
shares as sole trustee and 17,145 shares as co-trustee with an individual. The
total shares held by Provident Trust Company in these two capacities is 156,780.
The number of shares that Provident Trust Company has the right to vote in its
capacity as trustee or co-trustee is 6.80% of the total Fund shares outstanding
on December 31, 2005. 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., employees of Bridges Investment Management, 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. Fund Directors John W. Estabrook, Edson
L. Bridges II and Edson L. Bridges III are also Directors of Provident Trust
Company.

The officers of the Fund as disclosed herein have been elected by the Board
of Directors on April 12, 2005, and their terms of office run from April 13,
2005, to April 13, 2006.

Additional Officers of the Fund

Susan T. Bailey, Mrs. Bailey has been an employee of Bridges Investment 104 shares
42 Counsel, Inc. since February 24, 2003. Mrs. Bailey is 0.01%
currently Executive Assistant for Edson L. Bridges II and
Assistant Secretary Randall D. Greer, and she handles administrative matters for
(2004-Present) the various businesses operated by the Firm including the
Fund. Prior to her employment at Bridges Investment Counsel,
Inc., Mrs. Bailey's principal occupation has been working as
a sales assistant for several securities brokerage firms,
beginning with Piper Jaffray in September, 1992

Nancy K. Dodge, Mrs. Dodge has been an employee of Bridges Investment
44 Counsel, Inc. since January, 1980 and Bridges Investment 3,210 shares
Management, Inc. since 1994. Her career has progressed 0.14%
Treasurer through the accounting department of that Firm, to her
(1986 - present) present position as Vice President of Fund Services. Mrs.
Dodge is the person primarily responsible for overseeing day
to day operations for the Fund, and she is also the key
person for handling relations with shareholders, the
custodian bank, transfer agent, and the auditor. Mrs. Dodge
is a Vice President of Bridges Investment Management, Inc.,
an officer and Director of Bridges Investor Services, Inc.,
and a Trust Administrator for Provident Trust Company.

Starr Frohlich, Ms. Frohlich also serves as a Vice President of U.S. Bancorp None
33 Fund Services, LLC and as Compliance Administrator for a
select group of U.S. Bancorp mutual fund clients. Ms.
Assistant Secretary Frohlich reviews all 1940 Act, SEC and IRS compliance,
(2004-present) prepares financial statements, facilitates board meetings,
educates fund boards concerning regulatory issues, prepares
tax returns and meets SEC filing requirements on behalf of
mutual fund clients. Prior to joining U.S. Bancorp in 1997,
Ms. Frohlich worked for Fabcon, Inc., a manufacturing
company located in Minneapolis, Minnesota, as a Senior
Accountant working mainly with financial statement
preparation and expense analysis. Ms. Frohlich received her
Bachelor of Science in Business degree in accounting from
the University of Minnesota.

Randall D. Greer, Mr. Greer has been an employee of Bridges Investment 36,290 shares
54 Counsel, Inc. and Bridges Investment Management, Inc. since 1.57%
December 1, 2002. Mr. Greer was the Chief Investment Officer
Executive Vice President of Westchester Capital Management, Inc. from November, 2000
(2005 - present) through November, 2002. Between October, 1975 and February,
2000, Mr. Greer held several management positions with
Chief Compliance Officer Kirkpatrick, Pettis, Smith, Polian Inc. in Omaha, Nebraska,
(2004 - present) most recently as a Principal. His responsibilities at
Kirkpatrick Pettis included research, portfolio management
Vice President and executive administration. Mr. Greer is a full-time
(2003 - present) member of the professional staff of Bridges Investment
Counsel, Inc., and Vice President of Bridges Investment
Management, Inc., and is responsible for planning and
administration as well as investment management for an
expanding base of client accounts. Mr. Greer was appointed
Chief Compliance Officer of the Fund, as of July 21, 2004,
and Executive Vice President as of April 13, 2005. Mr. Greer
has also served as a Vice President of Bridges Investor
Services, Inc. since April 8, 2003 and as a Vice President
of Provident Trust Company since December 10, 2002.

Jason Hadler, Mr. Hadler, CPA, is an Assistant Vice President at U.S. None
30 Bancorp Fund Services, LLC and provides fund administration
duties for a select group of U.S. Bancorp mutual fund
Assistant Treasurer clients. In his capacity as a Compliance Administrator, Mr.
(2004-present) Hadler handles daily client issues, performs 1940 Act, SEC
and IRS compliance, reviews financial statements and board
reports, coordinates the annual audit and meets SEC filing
requirements on behalf of mutual fund clients. Prior to
joining U.S. Bancorp in 2003, Mr. Hadler worked at UMB Fund
Services for five years, where he provided administrative
services to several mutual fund families. Mr. Hadler has
over eight years' experience in the financial services
industry, including public accounting and mutual fund
accounting. Mr. Hadler is a member of the Wisconsin
Institute of Certified Public Accountants and received a
Bachelor of Science degree in accounting from Marquette
University.

Brian Kirkpatrick, Mr. Kirkpatrick has been an employee of Bridges Investment 3,961 shares
34 Counsel, Inc. since August 24, 1992 and Bridges Investment 0.17%
Management, Inc. since 1994. Mr. Kirkpatrick has been a
Vice President full-time member of the professional staff of Bridges
(2000 - present) Investment Counsel, Inc., responsible for securities
research, and the investment management for an expanding
base of discretionary management accounts, including the
Fund, for several years. Mr. Kirkpatrick was appointed Sub
Portfolio Manager of the Fund on April 12, 2005. Mr.
Kirkpatrick is a Vice President of Bridges Investment
Management, Inc., and a Trust Assistant for Provident Trust
Company.

Mary Ann Mason, Mrs. Mason has been an employee of Bridges Investment 13,188 shares
54 Counsel, Inc. since June, 1981 and is Senior Vice President 0.57%
Operations and Administration, and an employee of Bridges
Secretary Investment Management, Inc. since 1994. Mrs. Mason is also
(1987 - present) Corporate Secretary and Treasurer for Bridges Investment
Counsel, Inc., Secretary, Treasurer and Trust Administrator
for Provident Trust Company, Secretary and Treasurer for
both Bridges Investor Services, Inc. and Bridges Investment
Management, Inc., and a Director of Bridges Investor
Services, Inc.

Linda Morris, Mrs. Morris has been an employee of Bridges Investment 928 shares
39 Counsel, Inc. since August, 1992 and Bridges Investment 0.04%
Management, Inc. since 1994. Her career with Bridges
Assistant Treasurer Investment Counsel, Inc. has been largely in the client
(1999 - present) accounting area. Mrs. Morris was elected Assistant Treasurer
of the Fund in April, 1999. Mrs. Morris is also Associate
Director of Accounting for Bridges Investment Counsel, Inc.
and a Trust Assistant for Provident Trust Company.

Kathleen J. Stranik, Mrs. Stranik has been an employee of Bridges Investment 3,162 shares
62 Counsel, Inc. since January, 1986 and Bridges Investment 0.14%
Management, Inc. since 1994. Mrs. Stranik has functioned as
Assistant Secretary an executive assistant to both Edson L. Bridges II and Edson
(1995 - present) L. Bridges III throughout her career with the Fund. Mrs.
Stranik is Vice President of Administration for Bridges
Investment Counsel, Inc., Assistant Secretary, Assistant
Treasurer and Trust Officer for Provident Trust Company, and
Assistant Secretary and Assistant Treasurer for Bridges
Investment Management, Inc.

Trinh Wu, Mrs. Wu has been an employee of Bridges Investment Counsel, 1,836 shares
48 Inc. and Bridges Investment Management, Inc. since February 0.08%
1, 1997. Mrs. Wu has functioned as the lead accountant for
Controller the day to day operation of the Fund. Prior to employment at
(2001 - present) Bridges Investment Counsel, Inc., Mrs. Wu performed
operating and accounting activities for 17 years in the
Estate and Trust Department of the predecessor institutions
to U.S. Bank, N.A. Nebraska. Mrs. Wu was elected to the
position of Controller of the Fund at the October 16, 2001
meeting of the Board of Directors.

* Except as otherwise indicated, each individual has held the position shown or
other positions in the same company for the last five years.

The address for all Fund Officers is 256 Durham Plaza, 8401 West Dodge Road,
Omaha, Nebraska 68114.

The share ownership disclosures reported herein are as of December 31, 2005.
To summarize the foregoing information, the Directors and Officers of the Fund
own beneficially or of record 268,485 shares, which are equal to 11.64% of the
2,305,765 Fund shares outstanding on December 31, 2005.

Set forth below are the dollar ranges of securities of the Fund beneficially
owned by each director as of December 31, 2005.

Name of Director or Nominee Dollar Range of Equity Securities in the Fund
--------------------------- ---------------------------------------------
$50,001 - Over
None $1 - $10,000 $10,001 - $50,000 $100,000 $100,000
- -------------------------------------------------------------------------------------------------------------------

Edson L. Bridges II X
- -------------------------------------------------------------------------------------------------------------------
Edson L. Bridges III X
- -------------------------------------------------------------------------------------------------------------------
N. Phillips Dodge, Jr. X
- -------------------------------------------------------------------------------------------------------------------
John W. Estabrook X
- -------------------------------------------------------------------------------------------------------------------
Jon D. Hoffmaster X
- -------------------------------------------------------------------------------------------------------------------
John J. Koraleski X
- -------------------------------------------------------------------------------------------------------------------
Gary L. Petersen X
- -------------------------------------------------------------------------------------------------------------------
John T. Reed(1) X
- -------------------------------------------------------------------------------------------------------------------
Roy A. Smith X
- -------------------------------------------------------------------------------------------------------------------
Janice D. Stoney(1) X
- -------------------------------------------------------------------------------------------------------------------
L.B. Thomas X
- -------------------------------------------------------------------------------------------------------------------
John K. Wilson X

- ------------
(1) Mr. Reed and Mrs. Stoney have elected not to stand for re-election as Board
members after the 2006 Annual Meeting of Shareholders.

Meetings

During 2005, the Board of Directors held five meetings, the Administration
and Nominating Committee held three meetings and the Audit Committee held three
meetings. Members of the various committees are listed below in this Proxy
Statement. All Fund Directors had an individual attendance record of at least
75% at all meetings of the Board of Directors and all meetings of committees of
which they are members (on a combined basis), with the exceptions of N. Phillips
Dodge, Jr. and John K. Wilson who had a 63% attendance record.

Compensation

The directors as a group were paid a total of $18,400 by the Fund for their
attendance at Audit Committee, Administration and Nominating Committee, and
Board of Directors meetings during 2005.

During 2006, each Director of the Fund will be paid a fee of $350 for each
meeting of the Board of Directors at which he or she is in attendance, $175 for
each Committee meeting, $125 for attendance at educational meetings, $350 for
the Audit Committee Chairman and the Administration and Nominating Committee
Chair and $500 for the Board Chairman. No fee will be paid for a committee when
such a meeting occurs in consecutive times on the same date as the meeting of
the Board of Directors. Interested Directors Edson L. Bridges II and Edson L.
Bridges III are not paid any Director fees. These guidelines for compensation
for directors were based on considerations by the Administration and Nominating
Committee that were forwarded to a session of the Independent Directors where
they were approved and passed along to the full Board of Directors for final
confirmation.

The compensation information set forth below is provided for all directors of
the Fund and for each of the executive officers or any affiliated person of the
Fund (with annual compensation in excess of $60,000) for the most recently
completed fiscal year ended December 31, 2005:

Compensation Table
------------------
Total
Pension or Estimated Compensation
Aggregate Retirement Benefits Annual From Fund
Compensation Accrued as Part Benefits Upon Paid to
Name of Person, Position From Fund of Fund Expenses Retirement Directors
- ------------------------ --------- ---------------- ---------- ---------

Executive Officers:
- -------------------

Edson L. Bridges II, None None None None
Vice-Chairman, Director
Edson L. Bridges III None None None None
President, CEO and
Director

Directors of the Fund:

N. P. Dodge, Jr. $1,300 None None $1,300
John W. Estabrook $1,900 None None $1,900
Jon D. Hoffmaster $1,750 None None $1,750
John J. Koraleski $2,050 None None $2,050
Gary L. Petersen $1,900 None None $1,900
John T. Reed(1) $2,050 None None $2,050
Roy A. Smith $1,900 None None $1,900
Janice D. Stoney(1) $1,900 None None $1,900
L.B. Thomas $2,050 None None $2,050
John K. Wilson $1,600 None None $1,600

- -----------------
(1) Mr. Reed and Mrs. Stoney have elected not to stand for re-election as Board
members after the 2006 Annual Meeting of Shareholders.

With respect to Proposal 1 (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. The ten (10) nominees with the most votes will be elected as
directors. Unless otherwise instructed, the proxy holders will vote the proxies
received by them equally for each nominee shown in this Proxy Statement.

PROPOSAL TWO
APPROVAL OF THE CONTINUANCE OF THE INVESTMENT
ADVISORY CONTRACT

At the 2006 Annual Meeting, shareholders will be asked to consider and act
upon a proposal to continue the investment advisory contract between the Fund
and Bridges Investment Management, Inc. (BIM). If approved, the BIM investment
advisory contract would be effective as of April 17, 2006 for an additional
annual period, through April 17, 2007.

At the 2004 Annual Meeting of Fund shareholders held February 24, 2004,
shareholders of the Fund approved the new investment advisory agreement between
the Fund and Bridges Investment Management, Inc. The BIM investment advisory
agreement became effective as of April 17, 2004, and replaced the prior
investment advisory agreement with Bridges Investment Counsel, Inc. which
commenced with the Fund on April 17, 1963. The continuation of the BIM
investment advisory agreement was approved by the Fund shareholders at the 2005
Annual Meeting held March 22, 2005 for the period of April 17, 2005 through
April 16, 2006.

Terms of BIM Advisory Agreement

The BIM advisory agreement continues in effect only so long as such
continuance is specifically approved at least annually by the Board of Fund
Directors, or by vote of a majority of the outstanding voting securities of the
Fund; in either case, the terms of the BIM advisory agreement and any renewal
thereof must have been approved by the vote of a majority of directors who are
not parties to the advisory agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
The BIM advisory agreement may be terminated by either party on sixty days'
written notice and terminates automatically if assigned.

Under the BIM advisory agreement, BIM will furnish continuing investment
supervision for the Fund and through an outsourcing agreement with BIC provide
office space, facilities, and equipment. In addition, BIM will pay all of the
expenses related to 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 agreement, BIM 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 BIM a quarterly fee of one-eighth
(1/8) of one percent (1%) of the average net asset value of the Fund, which
equals 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, BIM has agreed to
reimburse the Fund for its total expenses (exclusive of stamp and other taxes
but including fees paid to BIM) to the

extent such expenses in the aggregate exceed one and one-half percent (1 1/2%)
of the average net asset value of the Fund for such year as determined as of the
close of each month thereof. The fees paid to BIM under the investment advisory
agreement for the fiscal year 2005 were $379,884.

Information concerning Bridges Investment Management, Inc. (BIM)

BIM is an investment advisory firm located at 256 Durham Plaza, 8401 West
Dodge Road, Omaha, Nebraska 68114. As part of its prudent long range planning to
establish an orderly and well-managed transfer of advisory relationships, BIC
formed BIM, as a wholly owned subsidiary in late 1994, and has provided working
capital and other resources to it since 1995. Effective December 15, 2000, BIM
separated from BIC and is no longer a wholly-owned subsidiary of BIC. BIM has
been registered with the Securities and Exchange Commission as an investment
adviser since December 9, 1999. The following lists the principal executive
officers and directors of BIM.

Officers and Directors of BIM: Edson L. Bridges III, Director, President and
CEO; Edson L. Bridges II, Director and Executive Administrator; Deborah L.
Grant, Director, Vice President and COO; Randall D. Greer, Vice President; Nancy
K. Dodge, Vice President; Mary Ann Mason, Secretary/Treasurer; Kathleen J.
Stranik, Asst. Secretary Asst. Treasurer; Brian M. Kirkpatrick, Vice President;
Douglas R. Plahn, Vice President; and Patricia S. Rohloff, Vice President.

As of December 31, 2005, Edson L. Bridges III owned 76.5% of the voting
common stock and 48.0% of the total equity (voting and nonvoting stock) of BIM,
with the remaining common stock owned by various BIM employees. Edson L. Bridges
II and Edson L. Bridges III, as co-trustees, have the right to vote BIM shares
representing 87.7% of its voting common stock. The voting trust arrangement has
been entered into in order to comply with Nebraska Department of Banking, Bureau
of Securities regulations concerning control of investment advisory
representatives.

Since the commencement of active investment advisory operations in the first
quarter of 2001, BIM has grown to total assets under management of approximately
$377.2 million at December 31, 2005. Based on Fund net assets of $80.7 million
at December 31, 2005, the Fund represents approximately 21.4% of BIM's total
portfolio responsibilities. BIM does not advise any other investment companies.

Evaluation by the Fund's Board of Directors

The proposal to continue the investment advisory agreement with BIM was
initially made to the independent members of the Board of Directors at a meeting
of independent directors held on November 15, 2005. This proposal was then
favorably acted upon at the meeting of the Board of Directors held on November
15, 2005, with the Board recommending approval and submission to the Fund
shareholders for action at the Fund's 2006 Annual Meeting of shareholders.

In order for the investment advisory agreement to be adopted for an
additional year, approval by the holders of the majority of the outstanding
shares of the Fund or a majority of the independent directors is necessary. As a
matter of historical practice, the Fund has obtained the approval of both the
Fund's Board of Directors and the shareholders, and it is the Board's current
intent to continue with this practice of obtaining both Board and shareholder
approval each year.

Prior to recommending approval of the continuation of the investment adviser
agreement at their November 15, 2005, meeting, the independent Directors of the
Fund reviewed the financial resources of BIM, the investment performance record,
types of securities purchased, and asset size 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 investment
advice and other services set forth in a special study prepared annually for the
Board members by the investment manager. In addition, the independent Directors
reviewed the expertise, personnel, and resources BIM is willing to commit to the
management of the Fund, its compliance program, the cost of comparable services
and the benefits to be received by BIM.

With respect to BIM's financial resources, BIM provided the Fund's Board of
Directors information showing (as of June 30, 2005) total assets of $2,163,103,
no long-term debt, and total shareholders' equity of $1,827,801, with a current
ratio (current assets to current liabilities) of 4.01 and an equity to total
assets ratio of 84.5%. With respect to the investment performance record, types
of securities purchased, quality of investment advice, and operating costs,
because Edson L. Bridges III has been and will continue as the person
responsible for the day-to-day management of the Fund's portfolio, a position he
has held since April 11, 1997, and because the transfer of the investment
advisory arrangement from BIC to BIM continued the Fund operations in similar
form with minimal disruption of operations and arrangements, the directors
reviewed and focused on the Fund's past performance and operations in their
evaluation and decision.

Based on information gathered from a leading mutual fund evaluator, the Fund
directors compared the Fund's performance criteria to funds with similar
investment objectives. The total fund comparison universe varied depending on
the time frame of the comparison and other investment parameters included, but
with respect to funds with a growth and income investment objective, the Fund
ranked in the 58th percentile of 1,359 funds over a trailing 12-month period (as
of June 30, 2005), 22nd of 1,114 funds over a 3-year period, 22nd of 892 funds
over a 5-year period, 38th of 276 funds over a 10-year period, and 54th of 98
funds over a 15-year period.

The Fund directors reviewed the asset allocation of the Fund, including the
percentage of Fund assets invested in stocks (92.2% as of June 30, 2005) and
bonds (4.90% as of June 30, 2005) and the sector weighting of stocks owned by
the Fund, with 12.7% of Fund stocks held in the "information economy" (including
software, hardware, media and telecommunications stocks), 70.2% of Fund stocks
held in the "service economy" (including healthcare, consumer services, business
services and

financial services), and 20.0% of Fund stocks held in the "manufacturing
economy" (including consumer goods, industrial materials, energy and utilities).

The Fund directors reviewed a number of current ratios for the Fund's
portfolio, including the current price/earnings ratio of Fund stocks (19.9 as of
June 30, 2005), price/cash ratio (14.9) and price/book ratio (3.6), as well as
the Fund's turnover ratio, which declined moderately to 17% in 2004, compared to
a turnover ratio average of 101% for a comparison group of large no-load growth
funds. The directors also reviewed the Fund's expense ratio, which was 0.85% for
2004, compared to an average of 1.49% for a peer group of 1,497 funds selected
as the comparison group.

With respect to the Fund's compliance program, the Fund directors were
provided information concerning both the historical practices to ensure
compliance by Fund personnel, as well as current actions taken to strengthen the
Fund compliance structure, including assignment of new officers in charge of the
Fund's codes of ethics and oversight of trading policies and procedures.

The Board of Directors noted that Edson L. Bridges III has more than 20 years
experience with the Fund's portfolio and thus is very familiar with the Fund's
history and operations. The Board of Directors further noted that Edson L.
Bridges III has been responsible for the day-to-day management of the Fund's
portfolio since April 11, 1997, with Brian M. Kirkpatrick as the back-up person
in this position.

BASED ON THE FOREGOING, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE PROPOSAL TO
CONTINUE THE INVESTMENT ADVISORY AGREEMENT WITH BRIDGES INVESTMENT MANAGEMENT,
INC.

At each Board of Directors meeting, the Board reviews the brokerage
commissions and fees paid with respect to securities transactions undertaken for
the Fund's portfolio during the prior three-month period for the cost efficiency
of the services provided by the brokerage firms involved, all of which brokerage
firms are non-affiliated with the Fund and BIM. In January 2005, the Fund's
Board of Directors reviewed the soft dollar commission arrangements of BIM and
the benefits that BIM and its clients may receive from the Fund's portfolio
transactions. 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. At its February
2006 meeting, the Fund's Board of Directors intends to review BIM's soft dollar
commission arrangements and the benefits that BIM and its clients may receive.

PROPOSAL THREE
RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANT

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. Although the Fund has an Audit Committee
comprised of independent directors and otherwise meets the standards of SEC Rule
32a-4 which exempts it from the requirement that the independent accountant be
ratified by the shareholders, the Audit Committee has directed the submission of
the selection of the independent public accountant to the Fund shareholders for
ratification.

On February ___, 2006, the members of the Audit Committee of the Board of
Directors recommended the selection of Deloitte & Touche LLP as auditors for the
Fund for the year ending December 31, 2006 and directed the submission of this
recommendation to the shareholders for ratification. Through the Proxy solicited
for the Annual Meeting scheduled for March 22, 2006, you will be ratifying the
selection of Deloitte & Touche LLP as the independent public accountant for the
year-ending 2006 financial statements for the Fund. A representative of Deloitte
& Touche LLP will be in attendance at the Annual Meeting of Shareholders on
March 22, 2006 to respond to appropriate questions and, at the representative's
discretion, to make a statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE IN
FAVOR OF THE APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANT.

PROPOSAL FOUR
APPROVAL OF THE AMENDMENT AND RESTATEMENT
OF THE FUND'S ARTICLES OF INCORPORATION

Background

The Fund's current Articles of Incorporation were originally adopted in
1963 and with the exception of minor amendments in 1962, the addition of two
articles in 1970, and amendments increasing the authorized capital, the Articles
have remained substantially unchanged since their adoption. On January 17, 2006,
the members of the Board of Directors recommended the amendment and restatement
of the Articles of Incorporation in the form attached hereto as Appendix A. The
Board directed the submission of its recommendation to the shareholders for
approval.

Summary of Material Amendments

Below is a summary of the proposed amendments that are material. While a
summary of each proposed amendment is set forth below, it is only a summary, and
shareholders should refer to Appendix A for a complete understanding of the
proposed amendments.

A. Directors. Under proposed Article III, the Fund shall have not less than
three (3) nor more than fifteen (15) directors. The range of directors remains
unchanged from current Article III. Proposed Article III clarifies that the
number of directors shall be "determined from time to time by the Board of
Directors or the shareholders."

B. Purposes. New Article VI replaces Article IX and provides broad purposes
subject to compliance with the Nebraska Business Corporation Act and the
Investment Company Act. Current Article IX contains numerous specifically
delineated purposes. Under the Nebraska Business Corporation Act, neither the
purposes nor the powers of a Nebraska corporation are required to be enumerated
in the Articles of Incorporation, and new Article VI is consistent with current
corporate and investment company practice.

C. Increased Capitalization and Authorization of New Series. Under current
Article VI, the Fund's capitalization is 6 million shares, par value $1.00 per
share, for a total authorized capitalization of $6 million. At December 31,
2005, the Fund had 2,305,765 shares issued and outstanding.

New Article VII replaces Article VI and increases the authorized capital
stock to 100 million shares and reduces the par value to $0.00001 per share, for
a total authorized capital of $10,000. The reduction in par value is intended to
reduce the amount of the Fund's state franchise tax expenses. New Article VII
also provides that of the 100 million shares authorized, 50 million shares are
specifically designated as common shares for the Fund, and 50 million shares are
reserved for issuance as additional series. New Article VII permits flexibility
in the future for the Fund to issue new series with such designations and
preferences as set by the Board of Directors.

The additional 44 million shares of Fund common stock for which authorization
is sought would be identical to the current issued and outstanding shares of the
Fund. Shareholders do not have preemptive rights to subscribe to additional
securities which may be issued by the Fund. The additional 50 million shares
reserved for issuance as additional series may not have the same rights and
privileges as the Fund's shares of common stock issued and outstanding. The
shares could be issued from time to time for such purposes as the Board may
approve and, unless required by applicable law, no further vote of the
shareholders will be required. The Board has no present plans, proposals or
arrangements to create any new series of stock or to issue any such shares.

D. Rights and Preferences of New Series. New Article IX was added relating to
the rights and preferences of future series of shares authorized by the Board of
Directors. Any future establishment of a new series of Fund shares would require
approval by the Fund's Board of Directors, with a detailed Board resolution
setting out the specific terms of the new series of shares required to be filed
with the appropriate state authority. Again, this new Article IX, together with
Article VII, provides flexibility in the future for the Fund to create a new
series. Such future series may not have the same rights and privileges as the
Fund's shares of common stock, and the shares could be issued from time to time
for such purposes as the Board may approve and, unless required by applicable
law, no further vote of the shareholders will be required. The Board has no
present plans, proposals or arrangements to create any new series of Fund
shares.

E. Designation and Regulation of Powers. Proposed Article X revises and
updates current Article X. Current Article X contains detailed provisions as to
determining the Net Asset Value of the Fund, including specific timing
provisions which have been replaced by more flexible provisions permitting the
Board to make determinations of Net Asset Value in accordance with the
Investment Company Act.

F. Amendment to Articles. Proposed Article XII revises current Article XIV by
changing the requirement of a 51% vote for the amendment, alteration, change, or
repeal of any provision contained in the Articles of Incorporation to a
requirement that such amendment be approved in accordance with the voting
requirements of the Nebraska Business Corporation Act.

G. Indemnification for Fund Directors and Officers. Article XIV is new and
provides for mandatory indemnification for Fund directors and officers to the
fullest extent permitted by Nebraska law and the Investment Company Act. The
Nebraska Business Corporation Act sets forth the standards to be met in such
indemnification, including a requirement that the director or officer have acted
in good faith and with a reasonable belief that such conduct was in the best
interests of the corporation. As noted below, these indemnification provisions
are limited by certain sections of the Investment Company Act. Indemnification
of Fund employees or agents is also permitted to the extent authorized by the
Board of Directors or the By-Laws, and as permitted by law.

The Investment Company Act prohibits an SEC-registered mutual fund from
including in its articles of incorporation or bylaws any provision which
protects or purports to protect any director or officer against any liability to
the fund or its shareholders to which such director or officer would otherwise
be subject "by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office." This
Investment Company Act limitation has been expressly added to new Article XIV
which provides: "[n]othing contained herein shall be construed to protect any
director or officer of the [Fund] against any liability to the [Fund] or its
shareholders to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his or her office."

H. Limitation of Liability for Fund Directors. The Nebraska Business
Corporation Act (Section 21-2018(d)) permits Nebraska corporations to add a
provision to its Articles of Incorporation which limits the liability of
directors to the corporation or its shareholders for money damages for any
action taken, or any failure to take an action, with the following exceptions:
(i) the amount of a financial benefit received by a director to which he or she
is not entitled; (ii) an intentional infliction of harm on the corporation or
shareholders; (iii) a violation of Section 21-2096, Nebraska Business
Corporation Act (which covers unlawful distributions, such as dividends,
approved by the directors); or (iv) an intentional violation of criminal law. In
accordance with the Investment Company Act requirements noted above, proposed
Article XV also provides that it shall not be construed "to protect any director
of the [Fund] against any liability to the [Fund] or its shareholders to which
he or she would otherwise by subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his or her office."

I. Elimination of Annual Meeting Requirement. The Nebraska Business
Corporation Act (Section 21-2051(4)) permits an investment company registered
under the Investment Company Act to include a provision in its articles of
incorporation limiting or eliminating the requirement to hold an annual meeting
of shareholders. Consistent with the Nebraska Business Corporation Act, new
Article XVI is proposed as follows:

Pursuant to Neb. Rev. Stat. Section 21-2051(4) as it presently exists or is
hereafter amended, the [Fund] shall not be required to hold annual meetings
of shareholders pursuant to Neb. Rev. Stat. Section 21-2051(1) unless the
holding of an annual meeting of shareholders is otherwise required by these
Articles of Incorporation or the Investment Company Act and the rules and
regulations thereunder.

The historical practice of the Fund has been to hold annual shareholder
meetings, and it is the current intent of the Board of Directors to continue to
hold such annual meetings. In accordance with this intent, on January 17, 2006,
the Board of Directors amended the Fund's By-Laws to require that an annual
shareholder meeting be held, notwithstanding the provisions of Article XVI (if
approved by the Fund shareholders at the annual meeting). As a result of this
amendment to the By-Laws, the Fund will be required to hold annual shareholder
meetings until its By-Laws are amended and as otherwise required by the
Investment Company Act.

Although the Investment Company Act does not require an investment company to
hold a shareholders meeting on an annual basis, the Investment Company Act does
require an investment company to call a special or annual meeting of
shareholders in the event less than a majority of the board of directors have
been elected by the shareholders. Vacancies between meetings may be filed by the
existing board members as long as immediately after filling the vacancy
two-thirds (2/3) of the directors then holding office have been elected by the
shareholders. As interpreted by the SEC, the Investment Company Act would
require the Fund to hold an annual meeting (or

special meeting) to ratify the new director filling the vacancy filled by the
Board on an interim basis.

Annual or special meetings of the shareholders of the Fund may be required
for other reasons than the election of directors, including the following: (i)
change of control in the investment adviser; (ii) change in fundamental policies
regarding borrowing money, issuing securities, underwriting securities issued by
others, purchasing or selling real estate or commodities, or making loans to
others; and (iii) changes in or deviations from fundamental investment policies
of the Fund.

If the Fund shareholders approve the Amended and Restated Articles of
Incorporation and if the Board of Directors took action in the future to amend
the By-Laws to eliminate the current requirement that the Fund hold an annual
shareholders meeting, then the Fund would have the option of foregoing the
annual meeting of shareholders except as required by the Investment Company Act.
In such event, if no annual meeting of shareholders were held, the term of each
Director would be extended until the next annual meeting of shareholders or
until the earlier death, disability, resignation or removal of such Director. In
any year in which the Investment Company Act would not require the election of
directors, the Fund would be exempt from the state law requirement to hold an
annual meeting of shareholders. As a result, the Fund would not have to cover
the expense of conducting annual meetings of shareholders each year, and no
further action of shareholders would be required to the extent permit by law. As
noted above, the Board of Directors currently does not intend to amend its
By-Laws to eliminate the current requirement of holding an annual meeting of
shareholders.

J. Housekeeping Amendments. Additional non-substantive amendments were made
in the proposed Amended and Restated Articles of Incorporation. The purposes of
these non-substantive amendments were to provide consistency throughout the
Articles and to modernize certain provisions.

Approval of the amendment and restatement of the Articles of Incorporation
requires the affirmative vote of at least two-thirds majority of the votes
entitled to be cast either in person or by proxy as of the record date. After
carefully reviewing all of the factors described above, as well as the
requirements of the current Articles of Incorporation, the Fund's By-Laws and
Nebraska law, the Board approved the amendment and restatement of the Articles
of Incorporation.

BASED ON THE FOREGOING, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE FUND'S ARTICLES OF INCORPORATION.

Rights of Dissenting Shareholders

Sections 21-20,137 through 21-20,150 of the Nebraska Business Corporation Act
(NBCA) entitle each shareholder of the Fund to dissent from the proposed
amendment

and restatement of the Fund's Articles of Incorporation and to obtain payment of
the fair value of his or her shares of Fund capital stock. "Fair value" is
defined in the statute as the value of the shares immediately before the
effective date of the corporate action to which the dissenter objects, excluding
any appreciation or depreciation in anticipation of the corporate action unless
exclusion would be inequitable.

In order to exercise his or her right to dissent, the shareholder must, prior
to the taking of the vote of the shareholders on the amendment and restatement
of the Fund's Articles of Incorporation, deliver to the Fund written notice of
his or her intent to demand payment for his or her shares if Proposal 4 is
effected and giving his or her address to which notice shall be delivered or
mailed in such event. Such dissenting shareholder must not vote in favor of
Proposal 4, although it is not necessary for the shareholder to vote against
Proposal 4. Note that a vote against Proposal 4 alone will not satisfy the
requirement under the NBCA that the shareholder make demand for payment for his
or her shares.

If Proposal 4 is approved, the Fund shall give notice to such dissenting
shareholder within 10 days after Proposal 4 is approved by the shareholders.
Such notice from the Fund will: (i) state an address at which the Fund will
receive payment demands and an address of a place where certificates for
certified shares must be deposited; (ii) inform holders of uncertified shares as
to what extent transfer of the shares will be restricted after the payment
demand is received; (iii) supply a form for demanding payment that includes the
date of the first announcement to shareholders of the terms of the proposed
corporate action and requires that the person asserting dissenters' rights
certify whether or not he or she acquired beneficial ownership of the shares
before that date; (iv) set the date by which the Fund must receive the payment
demand, which date shall be not fewer than 30 days nor more than 60 days after
the date notice from the Fund is given; and (v) be accompanied by a copy of the
NBCA provisions related to dissenters' rights.

A Fund shareholder who is delivered a dissenter's notice by the Fund and who
wishes to assert dissenters' rights is required to deliver a payment demand in
the form provided by the Fund or in another writing to the Fund and deposit the
shareholder's certificates for certificated shares owned by the shareholder
within the time frame set forth in the Fund's notice. A shareholder who demands
payment in accordance with his or her dissenters' rights retains all rights of a
shareholder, except the right to transfer the shares, until the effective date
of the proposed amendment and restatement of the Articles of Incorporation and
has only the right to receive payment for the shares after the effective date of
such amendment and restatement of Articles of Incorporation, which is the date
that such amendment and restatement is filed with the Nebraska Secretary of
State.

Except as set forth below, the demand for payment by a dissenting shareholder
and the deposit of certificates are irrevocable. A shareholder who does not
demand payment and deposit the shareholder's share certificates as required by
the date set forth in the Fund's dissenter's notice is not entitled to payment
for his or her shares under the NBCA.

Upon the effective date of the amendment and restatement of the Articles of
Incorporation of the Fund or upon the receipt of a payment demand pursuant to
the foregoing procedures, whichever is later, the Fund shall pay each dissenter
who has complied with the foregoing procedures the amount of the Fund's estimate
of the fair value of the dissenter's shares, plus accrued interest. The payment
to the dissenting shareholder will be accompanied by (i) the Fund's balance
sheet as of the end of its most recent fiscal year, an income statement for that
year, a statement of changes in shareholders' equity for that year, and the
latest available interim financial statements, if any; (ii) a statement of the
Fund's estimate of the fair value of the shares; (iii) an explanation of how the
interest was calculated; (iv) a statement of the dissenter's right to demand
additional payment under the NBCA; and (v) a copy of the dissenters' rights
provisions of the NBCA.

If the effective date of the amendment and restatement of Articles of
Incorporation of the Fund does not occur within 60 days after the date set by
the Fund by which the Fund must receive the payment demand from the dissenting
shareholder, the Fund shall return the deposited certificates and release the
transfer of restrictions imposed on uncertified shares. If the effective date of
the amendment and restatement of the Fund's Articles of Incorporation occurs
more than 60 days after the date set by the Fund by which the Fund must receive
the payment demand from the dissenting shareholder, then the Fund shall send a
new dissenters' notice, as set forth above, and the provisions of the NBCA with
respect to dissenters' rights shall again be applicable.

Special provisions of the NBCA define the rights of dissenting shareholders
who acquired their shares after the announcement of the proposed amendment and
restatement of Articles of Incorporation of the Fund. Those provisions are found
in Section 21-20,147, NBCA (Appendix B).

If a shareholder believes that the amount paid by the Fund for his or her
shares was less than the fair value of the shares or that the interest due was
incorrectly calculated, or if the Fund fails to make the required payment within
60 days after the date set by the Fund by which the Fund must receive the
payment demand, or if the Fund does not return the deposit of certificates or
release the transfer restrictions imposed on uncertified shares as required by
the statute, a dissenting shareholder may give notice to the Fund in writing of
the dissenter's own estimate of the fair value of the dissenter's shares and of
the amount of interest he or she believes due and make demand for payment of
such estimated amount, less any payment previously made by the Fund. Dissenters
waive the right to demand additional payment unless the Fund receives the notice
of additional demand within 30 days after the Fund made or offered payment for
the dissenter's shares.

If the demand for payment by a dissenting shareholder remains unsettled, the
Fund may, within 60 days after receiving the payment demand, commence a judicial
proceeding and petition the court to determine the fair value of the shares and
accrued interest. If the Fund does not commence the proceeding within the 60 day
period, it must pay to each dissenter whose demand remains unsettled the amount
demanded.

Such suit is to be brought in state District Court in Douglas County, Nebraska.
Costs of court are generally charged to the Fund, except in cases where court
finds that the dissenters acted arbitrarily, vexatiously, or not in good faith
in demanding additional payment.

The foregoing summary does not purport to be a complete statement of the
rights of dissenting shareholders, such summary is qualified in its entirety by
reference to Sections 21-20,137 through 21-20,150 of the NBCA, which sections
are set forth in their entirety as Appendix B attached hereto.

Other Matters Which May Come Before the Meeting

It is not anticipated that any action will be asked of the shareholders other
than the matters 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.

Supplementary Comments and Information

Disclosure of Election Results

Rule 30e-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
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 3 in the First
Quarter Shareholder Report for the matters and the results acted upon at the
March 22, 2005, Annual Meeting of Shareholders.

In the event shareholders holding five percent (5%) or more of the total
shares voted at the Annual Meeting withhold authority to vote for any nominee
for election to the Board of Directors, 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 the number of shares for which
authority was withheld, 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 30e-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 in 2007 must have their
proposal filed at the office of the Fund by October 16, 2006, which date is
estimated to be approximately 120 days prior to date of the release of the Fund
Proxy Statement to shareholders for the 2007 annual meeting.

A shareholder who wishes to make a proposal at the next Annual Meeting of
Shareholders without including the proposal in the Fund's proxy statement must
notify the Fund by December 30, 2006. If a shareholder fails to give notice by
this date, then the persons named as proxies in the proxy solicitation for the
next annual meeting will have discretionary authority to vote on the proposal.

Shareholder Communication with Board Members

The Fund's Annual Meeting of Shareholders provides an opportunity each year
for shareholders to ask questions of or otherwise communicate directly with
members of the Fund's Board of Directors on appropriate matters. Each of the
Fund's directors is encouraged to attend the Annual Meeting in person. Three
directors attended last year's Annual Meeting, and the Fund anticipates that a
similar number of its directors will attend the 2006 Annual Meeting. In
addition, shareholders may, at any time, communicate in writing with any
particular director or directors who are not "interested persons" of the Fund as
defined in Section 2(a)(19) of the Investment Company Act of 1940 as a group, by
sending such written communications to the attention of the Fund's Secretary at
246 Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114. Copies of written
communications received at such address will be provided to the relevant
director or directors as a group unless such communications are considered, in
the reasonable judgment of the Fund's Secretary, to be improper for submission
to the intended recipient(s). Examples of shareholder communications that would
be considered improper for submission include, without limitation,
solicitations, communications that do not relate directly or indirectly to the
Fund or communications that relate to improper or irrelevant topics.

Fund's Board of Directors Meetings

In accordance with the Fund's By-Laws, the Fund's Board of Directors has set
the size of the Fund's Board of Directors at ten (10) directors. The Board
currently is scheduled to meet five times this year. The scheduled dates for
2006 are January 17, February 23, May 16, August 22 and November 21, 2006. Board
meetings are normally held at 4:00 p.m. at the offices of the Fund. 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.

Mr. Bridges II also serves as a director of N.P. Dodge Company, of which Mr.
N. Phillips Dodge, Jr. is a CEO. Mr. Dodge has been CEO of N.P. Dodge Company
since 1997, and Mr. Bridges has served as a director of N.P. Dodge Company since
1971. In addition, Mr. Bridges serves as a director and Vice Chairman of the
Nebraska Methodist Health System, of which Mr. L. B. Thomas also is a director.
Mr. Thomas has been a director of Nebraska Methodist Health System since 1992,
and Mr. Bridges has served as a director of Nebraska Methodist Health System
since 1981.

Committees

The Fund has an Administration and Nominating Committee and an Audit
Committee, which are comprised solely of independent directors of the Fund. The
director members on each committee are identified below. No member of either
committee is an "interested person" of the Fund as defined in Section 2(a)(19)
of the Investment Company Act of 1940.

The Administration and Nominating Committee evaluates candidates'
qualifications for Board membership, including such candidates' independence
from the Fund's investment manager, and makes nominations for independent
director membership on the Board. A copy of the Administration and Nominating
Committee's charter was included as Exhibit C to the Fund's 2004 Proxy
Statement. The Administration and Nominating Committee will consider nominees
recommended by Fund shareholders. Such recommendations should be in writing and
addressed to the Fund, Attention: Administration and Nominating Committee, with
the name, address, biographical information and telephone number of the person
recommended and of the recommending person. As set forth in its charter, the
Administration and Nominating Committee periodically reviews the composition of
the Board of Directors to determine whether it may be appropriate to add
individuals with different backgrounds or skills sets from those already on the
Board. To date, the Administration and Nominating Committee has not set any
specific, minimum qualifications that the Administration and Nominating
Committee believes must be met by a committee-recommended nominee for a position
on the Fund's Board, nor has the Administration and Nominating Committee
determined a specific process for identifying and evaluating nominees for
director beyond the general criteria regarding board composition discussed
above.

The Administration and Nominating Committee also periodically reviews and
makes recommendations with respect to Board governance procedures and
compensation. The Administration and Nominating Committee also reviews the Fund
investment advisory agreement and makes recommendations to the independent
directors and the Fund's Board of Directors concerning such agreement.

The Audit Committee establishes the scope of review for the annual audit by
the independent auditor, and its members work with representatives of the
independent auditor to establish such guidelines and tests for the audit which
are deemed appropriate and necessary. The Audit Committee has adopted
pre-approval policies and procedures. Prior to engaging the independent public
accountant to render audit or non-audit services, the engagement is approved by
the Fund's Audit Committee.

The specific assignments to committees of the Board of Directors appear in
the two tables set forth below:

ADMINISTRATION AND
NOMINATING COMMITTEE AUDIT COMMITTEE
-------------------- ---------------

N. P. Dodge, Jr. John W. Estabrook
Gary L. Petersen, Chairman Jon D. Hoffmaster, Chairman
Roy A. Smith John T. Reed(2)
Janice D. Stoney(1) L.B. Thomas
John K. Wilson

- -----------------
(1) Mrs. Stoney has elected not to stand for re-election as a Board member after
the 2006 Annual Meeting of Shareholders and on such date, Mrs. Stoney will no
longer be a member of the Board or the Administration and Nominating Committee.

(2) Mr. Reed has elected not to stand for re-election as a Board member after
the 2006 Annual Meeting of Shareholders and on such date, Mr. Reed will no
longer be a member of the Board or the Audit Committee.

Mr. John J. Koraleski is the Lead Independent Director of the Fund, and, in that
capacity, Mr. Koraleski coordinates the activities of these two committees with
the management of the Fund.

Other Services Provided to the Fund

U.S. Bank National Association, an affiliate of U.S. Bancorp Fund Services,
LLC, 425 Walnut Street, M.L. CN-OH-W6TC, Cincinnati, Ohio 45202, serves as
custodian of the Fund's assets pursuant to a Custody Agreement. Under the
Custody Agreement, U.S. Bank National Association's duties include (i) holding
securities of the Fund in a separate account in the name of the Fund, (ii)
making receipts and disbursements of money on behalf of the Fund, (iii)
collecting and receiving all income and other payments and distributions on
account of the Fund's portfolio investments, (iv) maintaining books and records
in accordance with applicable laws, and (v) making

periodic reports to the Fund concerning the Fund's operations. U.S. Bank
National Association does not exercise any supervisory function in management
matters such as the purchase and sale of portfolio securities. The Fund pays the
fees and costs of U.S. Bank National Association for its services as Fund
Custodian.

As of October 11, 2004, U.S. Bancorp Fund Services, LLC, 615 East Michigan
Street, Milwaukee, Wisconsin 53202, is the Dividend Disbursing and Transfer
Agent for the Fund under a Transfer Agent Servicing Agreement. As transfer and
dividend disbursing agent, U.S. Bancorp Fund Services, LLC's duties include (i)
issuance and redemption of Fund shares, (ii) making dividend and other
distributions to shareholders of the Fund, (iii) responding to correspondence by
Fund shareholders and others relating to its duties, (iv) maintaining
shareholder accounts, and (v) issuing Form 1099 and 5498 information to Fund
shareholders each year. The Fund paid U.S. Bancorp Fund Services $9,392 and
$30,278 for the periods of October 12, 2004 through December 31, 2004, and
January 1, 2005 through November 30, 2005, respectively, for these services.

In addition, Bridges Investment Management, Inc. has entered into a separate
Fund Accounting Servicing Agreement and Fund Sub-Administration Servicing
Agreement with U.S. Bancorp Fund Services, LLC. Under the Fund Accounting
Servicing Agreement, U.S. Bancorp Fund Services, LLC's duties include (i)
portfolio accounting services, (ii) expense accrual and payment services, (iii)
fund valuation and financial reporting services, (iv) tax accounting services,
(v) compliance control services, and (vi) daily accounting functions. For these
services, U.S. Bancorp Fund Services, LLC is entitled to receive fees, payable
monthly based on the total annual rate of $26,000 for the first $25 million of
Fund assets, .03% of the next $25 million of Fund assets, .02% of the next $50
million of Fund assets, and .01% of assets exceeding $100 million, in addition
to reimbursement of certain out of pocket expenses, including pricing expenses.

Under the Fund's Sub-Administration Servicing Agreement with Bridges
Investment Management, Inc., U.S. Bancorp Fund Services, LLC's duties include
blue sky preparation, filing and compliance, and SEC document preparation,
filing and compliance. For these services, U.S. Bancorp Fund Services, LLC is
entitled to receive fees, payable monthly based on the total annual rate of
0.04% of assets on the first $50 million of Fund assets, 0.03% on the next $50
million of Fund assets, and 0.02% of Fund assets exceeding $100 million, in
addition to reimbursement for certain out of pocket expenses. These expenses are
the contracted obligation of, and will be paid by, Bridges Investment
Management, Inc. Accordingly, these sub-contracted services will not be a part
of the operating costs of the Fund.

Distributor - Quasar Distributors, LLC (the "Distributor") serves as the
Fund's distributor. The principal executive offices of the Distributor are
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202. The Distributor
is registered with the SEC as a broker-dealer under the Securities Exchange Act
of 1934 and is a member of the NASD.

The Fund may enter into distribution agreements or shareholder servicing
agreements with certain financial institutions ("Servicing Organizations") to
perform certain distribution, shareholder servicing, administrative and
accounting services for their customers ("Customers") who are beneficial owners
of shares of the Fund.

A Service Organization may charge a Customer one or more of the following
types of fees, as agreed upon by the Service Organization and the Customer, with
respect to the cash management or other services provided by the Service
Organization: (1) account fees (a fixed amount per month or per year); (2)
transaction fees (a fixed amount per transaction processed); (3) compensating
balance requirements ( a minimum dollar amount a Customer must maintain in order
to obtain the services offered); or (4) account maintenance fees (a periodic
charge based upon the percentage of assets in the account or of the dividend
paid on those assets).

Professional Appointments and Fees

SEC rules require our Audit Committee to pre-approve all audit and
permissible non-audit services provided by our independent public accountant,
Deloitte & Touche LLP, with certain limited exceptions. The Audit Committee
annually approves the engagement of the Fund's independent public accountant and
the scope of such engagement for audit and non-audit fees and services. Our
Audit Committee has concluded that the provision of services by Deloitte &
Touche LLP not related to the audit of the financial statements is compatible
with maintaining Deloitte & Touche's independence.

Aggregate fees for which we have been or expect to be billed for services
rendered by Deloitte & Touche LLP for the fiscal years ended December 31, 2005
and 2004 are presented below.

- ----------------------------------------------------------------------------
For the fiscal year ended December 31,
- ----------------------------------------------------------------------------
2005 2004
- ----------------------------------------------------------------------------
Deloitte & Touche LLP Deloitte & Touche LLP
- ----------------------------------------------------------------------------

Audit fees(1) $ 21,500 $ 22,500
- ----------------------------------------------------------------------------
Audit related fees -- --
- ----------------------------------------------------------------------------
Tax fees(2) 2,800 3,000
- ----------------------------------------------------------------------------
All other fees -- --
- ----------------------------------------------------------------------------
Total $ 24,300 $ 25,500
- ----------------------------------------------------------------------------

(1) Audit fees consisted of services that would normally be provided in
connection with statutory and regulatory filings or engagements, including
services that generally only the independent accountant can reasonably provide.

(2) Tax services consisted of fees for tax consultation and tax compliance
services.

The Fund will reimburse out of pocket expenses in addition to the fees above
that will be stated separately on invoices from Deloitte & Touche LLP. To this
date, Deloitte & Touche LLP's has not provided any consulting services to the
Fund.

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 investment adviser will continue to pay
those legal expenses in accordance with 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 first quarter meeting.

There are three categories of legal expenses related to the conduct of the
business affairs of Bridges Investment Fund, Inc.: (1) all amounts spent for
registering the Fund under the Investment Company Act of 1940, of initially
registering and maintaining the registration of shares of the Fund under the
Securities Act of 1933, and of initially qualifying and maintaining the
qualification of shares of the Fund in whole or in part under the Securities Law
of such states as the Fund may from time to time designate; (2) billings for
services to operate all areas of activities and needs for the independent
director members of the Board of Directors; and (3) the costs of a special
counsel for Securities and Exchange Commission and other regulatory matters. In
2005, the Fund paid the legal expenses in category (2) as described above. The
cost amounts for these legal expenses are reported in Exhibit 1 of the Annual
Report.

The expenditures for legal services paid for by the Fund during the fiscal
years ended December 31, 2005 and 2004 are summarized in the table below:

From Purpose 2005 2004
- ---- ------- ---- ----

Koley, Jessen, P.C. For Independent $17,823 $12,325
Directors

Ballard, Spahr, Andrews, Special Counsel $ 0 $ 3,759
& Ingersoll, LLP Regulation Matters

Payments for legal services by the investment advisers in support of the Fund
paid from the investment management fee earned by that Firm were $64,757 in 2004
and $65,994 in 2005. These expenditures are related heavily to new laws and
regulations related to anti-money laundering, the drafting of the Prospectus,
amending the Articles of Incorporation, corporate governance, privacy policies,
and responses to the Sarbanes Oxley Act of 2002. The investment advisers devoted
19.3% and 17.4% of their fees from the Fund in 2004 and 2005 for those various
legal initiatives.

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 on or before March 17, 2006
to indicate that you expect to be in attendance on March 22, 2006.

By Order of the Board of Directors.

Mary Ann Mason
Secretary

APPENDIX A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

BRIDGES INVESTMENT FUND, INC.

ARTICLE I
---------
NAME
----

(Note: No change from current Articles)

The name of the Corporation is BRIDGES INVESTMENT FUND, INC.

ARTICLE II
----------
PLACE OF BUSINESS/REGISTERED AGENT
----------------------------------

(Note: No change from current Articles)

The principal place of business of the Corporation is located at 256 Durham
Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114. The registered agent for the
Corporation is Edson L. Bridges III, and the address of said agent is 256 Durham
Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114.

ARTICLE III
-----------
DIRECTORS
---------

(Note: Follows current Article III)

The Corporation shall have not less than three (3) nor more than fifteen (15)
directors as determined from time to time by the Board of Directors or the
shareholders. The Board members shall serve until their successors are elected
and qualified.

ARTICLE IV
----------
EXISTENCE
---------

(Note: No change from current Articles)

The Corporation shall have perpetual existence.

ARTICLE V
---------
PROPERTY OF SHAREHOLDERS
------------------------

(Note: No change from current Articles)

The private property of the shareholders shall not be subject to the payment
of corporate debts to any extent whatsoever.

ARTICLE VI
----------
PURPOSES
--------

(Note: New Article replacing former Article IX; Drafted to
set forth broad and simple purposes.)

The purposes for which the Corporation is formed are to:

(a) conduct, operate and carry on the business of an investment company
registered pursuant to the Investment Company Act of 1940, as amended
("Investment Company Act"), and exercise all the powers necessary and
appropriate to the conduct of such operations; and

(b) engage in any other business permitted to corporations by the laws of the
State of Nebraska and to have and exercise all powers conferred upon or
permitted to corporations by the Nebraska Business Corporation Act, as amended
(the "Nebraska Business Corporation Act") and any other laws of the State of
Nebraska; provided, however, that the Corporation shall be restricted from
engaging in any activities or taking any actions which would preclude its
compliance with applicable provisions of the Investment Company Act applicable
to open-end management type investment companies or applicable rules promulgated
thereunder.

The enumeration herein of the objects and purposes of the Corporation shall
be construed as powers as well as objects and purposes and shall not be deemed
to exclude by inference any powers, objects or purposes which the Corporation is
empowered to exercise, whether expressly by force of the laws of the State of
Nebraska now or hereafter in effect, or impliedly by the reasonable construction
of such laws.

ARTICLE VII
-----------
CAPITALIZATION
--------------

(Note: New Article increasing authorized capital stock
from 6 million shares to 100 million shares, including 50 million shares
reserved for issuance as additional series.)

(a) The total number of shares of stock of all classes and series that the
Corporation has authority to issue is one hundred million (100,000,000) shares
of common stock (par value of One Thousandth of One Cent, ($0.00001) per share),

amounting in aggregate par value of Ten Thousand Dollars ($10,000). Of said
common shares, 50,000,000 shares may be issued in the series of common shares
hereby designated Bridges Investment Fund shares.

(b) The balance of 50,000,000 shares may be issued in such series with such
designations, preferences and relative, participating, optional or other special
rights, or qualifications, limitations or restrictions thereof, or may be
authorized for issuance as additional shares of any existing series or portfolio
as and to the extent stated or expressed in a resolution or resolutions
providing for the issue of any such series or shares of common shares adopted
from time to time by the Board of Directors pursuant to the authority hereby
vested in said Board and the Nebraska Business Corporation Act.

(c) The Corporation may issue and sell any of its shares in fractional
denominations to the same extent as its whole shares, and shares and fractional
denominations shall have, in proportion to the relative fractions represented
thereby, all the rights of whole shares, including, without limitation, the
right to vote, the right to receive dividends and distributions, and the right
to participate upon liquidation of the Corporation. The Bridges Investment Fund
shares and each other series of common shares which the Board may establish, as
provided herein, evidence an interest in a separate and distinct portion of the
Corporation's assets, which shall take the form of a separate portfolio of
investment securities, cash and other assets. Authority to establish such
additional series representing separate portfolios is hereby vested in the Board
of Directors of this Corporation, and such separate portfolios may be
established by the Board without the authorization or approval of the holders of
any other series of shares of this Corporation.

ARTICLE VIII
------------
NO PREEMPTIVE RIGHTS
--------------------

(Note: Consistent with current Article X(B))

The shareholders of Bridges Investment Fund shares and each other series of
common shares of this Corporation shall have no preemptive right to subscribe to
any issue of shares of any class or series of this Corporation now or hereafter
made.

ARTICLE IX
----------
RIGHTS AND PREFERENCES OF SHAREHOLDERS
--------------------------------------

(Note: New Article; Provisions added relating to issuance of additional series)

The shareholders of the Bridges Investment Fund shares and all future series
of shares authorized by the Board of Directors which evidence a separate
portfolio of investment securities shall have the following rights and
preferences:

(a) On any matter submitted to a vote of shareholders of this Corporation,
all common shares of this Corporation then issued and outstanding and
entitled to vote, irrespective of series, shall be voted in the aggregate and
not by series,

except: (i) when otherwise required by the Nebraska Business Corporation Act
in which case shares will be voted by individual series; (ii) when otherwise
required by the Investment Company Act, or the rules adopted thereunder, in
which case shares shall be voted by individual series; and (iii) when the
matter does not affect the interests of a particular series, in which case
only shareholders of the series affected shall be entitled to vote thereon
and shall vote by individual series.

At all elections of directors of the Corporation, each shareholder shall
be entitled to as many votes as shall equal the number of his or her shares
of stock multiplied by the number of directors to be elected, and he or she
may cast all of such votes for a single director or may distribute them among
the number to be voted for, or any two or more of them, as he or she may see
fit.

(b) All consideration received by this Corporation for the issue or sale of
shares of any series, together with all assets, income, earnings, profits and
proceeds derived therefrom (including all proceeds derived from the sale,
exchange or liquidation thereof and, if applicable, any assets derived from
any reinvestment of such proceeds in whatever form the same may be) shall
become part of the assets of the portfolio to which the shares of that series
relate, for all purposes, subject only to the rights of creditors, and shall
be so treated upon the books of account of this Corporation. Such assets,
income, earnings, profits and proceeds (including any proceeds derived from
the sale, exchange or liquidation thereof and, if applicable, any assets
derived from any reinvestment of such proceeds in whatever form the same may
be) are herein referred to as "assets belonging to" a series of the common
shares of this Corporation.

(c) Assets of this Corporation not belonging to any particular series are
referred to herein as "General Assets." General Assets shall be allocated to
each series in proportion to the respective net assets belonging to such
series. The determination of the Board shall be conclusive as to the amount
of assets, as to the characterization of assets as those belonging to a
series or as General Assets, and as to the allocation of General Assets.

(d) The assets belonging to a particular series of common shares shall be
charged with the liabilities incurred specifically on behalf of such series
of common shares ("Special Liabilities"). Such assets shall also be charged
with a share of the general liabilities of this Corporation ("General
Liabilities") in proportion to the respective net assets belonging to such
series of common shares. The determination of the Board shall be conclusive
as to the amount of liabilities, including accrued expenses and reserves, as
to the characterization of any liability as a Special Liability or General
Liability, and as to the allocation of General Liabilities.

(e) The Board may, to the extent permitted by the Nebraska Business
Corporation Act and the Investment Company Act and in the manner provided
herein, declare and pay dividends or distributions in shares or cash on any
or all

series of common shares, the amount of such dividends and the payment thereof
being wholly in the discretion of the Board of Directors. Dividends or
distributions on shares of any series of common shares shall be paid only out
of the earnings, surplus, or other lawfully available assets belonging to
such series (including, for this purpose, any General Assets allocated to
such series).

(f) In the event of the liquidation or dissolution of the Corporation,
holders of the shares of any series shall have priority over the holders of
any other series with respect to, and shall be entitled to receive, out of
the assets of this Corporation available for distribution to holders of
shares, the assets belonging to such series of common shares and the General
Assets allocated to such series of common shares, and the assets so
distributable to the holders of the shares of any series shall be distributed
among such holders in proportion to the number of shares of such series held
by them and recorded on the books of this Corporation.

(g) With the approval of a majority of the shareholders of each of the
affected series of common shares or as otherwise required by the Investment
Company Act, the Board of Directors may transfer the assets of any portfolio
to any other portfolio. Upon such a transfer, the Corporation shall issue
common shares representing interests in the portfolio to which the assets
were transferred in exchange for all common shares representing interests in
the portfolio from which the assets were transferred. Such shares shall be
exchanged at their respective Net Asset Values (as defined in Article X).

ARTICLE X
---------
DESIGNATION AND REGULATION OF POWERS
------------------------------------

(Note: Revision of former Article X)

The following provisions are adopted for the purpose of defining, limiting
and regulating the powers of the Corporation, the Board of Directors and the
shareholders.

(a) Board of Directors. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors which shall have and may
exercise all powers of the Corporation except those powers which are by law, by
these Articles of Incorporation or by the By-Laws conferred upon or reserved to
the shareholders. In furtherance and not in limitation of the powers conferred
by law, the Board of Directors shall have power:

(1) to issue and sell, from time to time, shares of any class or series of
the Corporation's stock in such amounts and on such terms and conditions, and
for such amount and kind of consideration, as the Board of Directors shall
determine; provided, that the consideration per share to be received by the
Corporation shall be not less than the Net Asset Value per share of that
class of stock at such time computed in accordance with subsection (d)
hereof;

(2) to determine from time to time whether and to what extent and at what
time and place and under what conditions and regulations the books, accounts
and documents of the Corporation, or any of them, shall be open to the
inspection of shareholders, except as otherwise provided by statute or
By-Laws; and, except as so provided, no shareholder shall have any right to
inspect any book, account or document of the Corporation unless authorized to
do so by resolution of the Board of Directors; and

(3) in accordance with the Investment Company Act and generally accepted
accounting principles, (A) to determine what receipts of the Corporation
shall constitute income available for payment of dividends and what shall
constitute principal, and to make such allocation of any particular receipt
between principal and income as it may deem proper; (B) from time to time, in
its discretion (i) to determine whether any and all expenses and other
outlays paid or incurred (including any and all taxes, assessments or
governmental charges which the Corporation may be required to pay or hold
under any present or future law or of any other taxing authority therein)
shall be charged to or paid from principal or income or both; and (ii) to
apportion any and all of said expenses and outlays, including taxes, between
principal and income.

(b) Redemption by Shareholders. Each holder of shares of a particular class
or series shall have the right at such times as may be permitted by the
Corporation to require the Corporation to redeem all or any part of his, her or
its shares of that class or series, at a redemption price per share equal to the
Net Asset Value per share of that class or series next determined after the
shares are properly tendered for redemption, less such redemption fee or sales
charge, if any, as may be established from time to time by the Board of
Directors in its sole discretion; provided, that such redemption fee or sales
charges shall not exceed one percent (1%) of the aggregate redemption price.
Payment of the redemption price shall be in cash; provided, however, that if the
Board of Directors determines, which determination shall be conclusive, that
conditions exist which make payment wholly in cash unwise or undesirable, the
Corporation may, to the extent and in the manner permitted by the Investment
Company Act, make payment wholly or partly in securities or other assets
belonging to the series or class of which the shares being redeemed are a part,
at the value of such securities or assets used in such determination of Net
Asset Value.

(c) Payment for Shares. Payment by the Corporation for shares of stock of the
Corporation surrendered to it for redemption shall be made by the Corporation
within such period from surrender as may be required under the Investment
Company Act and the rules and regulations thereunder. Notwithstanding the
foregoing, the Corporation may postpone payment of the redemption price and may
suspend the right of the holders of shares of any class or series to require the
Corporation to redeem shares of that class or series during any period or at any
time when and to the extent permissible under the Investment Company Act.

(d) Definition of Net Asset Value. The "Net Asset Value" per share of any
class or series shall be the quotient obtained by dividing the value of the net
assets of

that class or series (being the value of the assets belonging to that class or
series less the liabilities of that class or series) by the total number of
shares of that class or series outstanding, all as determined by or under the
direction of the Board of Directors in accordance with generally accepted
accounting principles and the Investment Company Act. Subject to the applicable
provisions of the Investment Company Act, the Board of Directors, in its sole
discretion, may prescribe and set forth in a duly adopted resolution of the
Board of Directors such bases and times for determining the value of the assets
belonging to, and the Net Asset Value per share of outstanding shares of, each
class or series, or the net income attributable to such shares, as the Board of
Directors deems necessary or desirable. The Board of Directors shall have full
discretion, to the extent not inconsistent with the Nebraska Business
Corporation Act and the Investment Company Act, to determine which items shall
be treated as income and which items as capital and whether any item of expense
shall be charged to income or capital. Each such determination and allocation
shall be conclusive and binding for all purposes.

Any determination made in good faith and in accordance with the Investment
Company Act and, so far as accounting matters are involved, in accordance with
generally accepted accounting principles, by or pursuant to the discretion of
the Board of Directors, as to the amount of the assets, debts, obligations, or
liabilities of the Corporation, as to the amount of any reserves or charges set
up and the propriety thereof, as to the time of or purposes for creating such
reserves or charges, as to the use, alteration or cancellation of any reserves
or charges (whether or not any debt, obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged
or shall by then or thereafter required to be paid or discharged), as to the
value of or the method of valuing any investment owned or held by the
Corporation, as to the market value or fair value of any investment or fair
value of any other asset of the Corporation, as to the allocation of any asset
of the Corporation to a particular class or classes or series of the
Corporation's stock, as to the charging of any liability of the Corporation to a
particular class or classes or series of the Corporation's stock, as to the
number of shares of the Corporation or of any class or series outstanding, as to
the estimated expense to the Corporation in connection with purchases of its
shares, as to the ability to liquidate investments in orderly fashion, or as to
any other matters relating to the issue, sale, purchase and/or other acquisition
or disposition of investments or shares of the Corporation, shall be final and
conclusive and shall be binding upon the Corporation and all holders of its
shares, past, present and future, and shares of the Corporation are issued and
sold on the condition and understanding that any and all such determinations
shall be binding as aforesaid.

(e) Purchases by the Corporation. The Corporation may purchase in the open
market or otherwise acquire from any owner or holder thereof any common shares
then issued and outstanding, in which case the consideration paid therefor (in
cash or in securities in which the funds of the Corporation shall then be
invested) shall not exceed the Net Asset Value thereof as determined in
accordance with subsection (d) above, less such withdrawal charge, if any, as
may have been established by the Board of Directors. The Corporation to the
extent necessary may sell or cause to be sold any securities held by it to
provide cash for the purchase of its shares hereunder.

ARTICLE XI
----------
INVESTMENT ADVISORY AGREEMENT
-----------------------------

(Note: Follows former Article XII)

The Corporation reserves the right to enter into an investment advisory
agreement providing for the management and supervision of the investments of the
Corporation with respect to the desirability of investing in, purchasing or
selling securities or other property. Such agreement shall contain such other
terms, provisions and conditions as the Board of Directors of the Corporation
may deem advisable and in accordance with the Investment Company Act.

The Corporation may designate transfer agents, disbursing agents, registrars
or other agents to act on behalf of the Corporation and employ and fix the
powers, rights, duties, responsibilities and compensation of each such transfer
agent, registrar, disbursing agent or other agent.

ARTICLE XII
-----------
AMENDMENTS TO ARTICLES
----------------------

(Note: Follows former Article XIV, except for deletion of 51% vote)

The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in accordance with the
Nebraska Business Corporation Act, including, without limitation, any amendment
which would alter the contract rights of any series or class of outstanding
stock as expressly set forth in these Articles and all rights conferred upon
shareholders herein are granted subject to this reservation.

ARTICLE XIII
------------
AMENDMENTS TO BY-LAWS
---------------------

(Note: No change from current Article XV)

The Board of Directors shall have the power to alter or repeal the By-Laws
except those sections which specifically provide that they shall not be amended
or repealed by the Board of Directors. However, no By-Laws shall be adopted by
the Directors which shall require more than a majority of the voting shares for
a quorum at a meeting of shareholders, or more than a majority of the votes cast
to constitute action by the shareholders, except where higher percentages are
required by these Articles of Incorporation or by applicable law.

ARTICLE XIV
-----------
INDEMNIFICATION
---------------

(Note: New Article)

To the fullest extent required or permitted by Nebraska law and the
Investment Company Act, the Corporation shall indemnify (i) its currently acting
and former directors and officers, whether serving the Corporation or at its
request any other entity, including the advancement of expenses, and (ii) other
employees and agents to such extent as shall be authorized by the Board of
Directors or the By-Laws. Nothing contained herein shall be construed to protect
any director or officer of the Corporation against any liability to the
Corporation or its shareholders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his or her office. The
foregoing rights of indemnification shall not be exclusive of any other rights
to which those seeking indemnification may be entitled. The Board of Directors
may take such action as is necessary to carry out these indemnification
provisions and is expressly empowered to adopt, approve and amend from time to
time such By-laws, resolutions or contracts implementing such provisions or such
indemnification arrangements as may be permitted by law.

No amendment to or repeal of this Article XIV shall limit or eliminate the
right of indemnification of any director or officer of the Corporation provided
hereunder with respect to any acts or omissions of such director or officer
occurring prior to such amendment or repeal.

ARTICLE XV
----------
LIMITATION OF LIABILITY
-----------------------

(Note: New Article)

To the fullest extent permitted by Nebraska law and the Investment Company
Act, a director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for any action taken, or
for any failure to take action as a director except for liability (i) for the
amount of a financial benefit received by a director to which he or she is not
entitled; (ii) for intentional infliction of harm on the Corporation or its
shareholders; (iii) for a violation of Neb. Rev. Stat. ss. 21-2096; and (iv) for
an intentional violation of criminal law. Nothing contained herein shall be
construed to protect any director of the Corporation against any liability to
the Corporation or its shareholders to which he or she would otherwise by
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his or her office.

No amendment to or repeal of this Article XV shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal. If the Nebraska Business Corporation Act is hereafter
amended to authorize the further

elimination or limitation of liability of directors, then the liability of
directors shall be eliminated or limited to the full extent authorized by the
Nebraska Business Corporation Act as so amended.

ARTICLE XVI
-----------
ANNUAL MEETING
--------------

(Note: New Article)

Pursuant to Neb. Rev. Stat. Section 21-2051(4) as it presently exists or is
hereafter amended, the Corporation shall not be required to hold annual meetings
of shareholders pursuant to Neb. Rev. Stat. Section 21-2051(1) unless the
holding of an annual meeting of shareholders is otherwise required by these
Articles of Incorporation or the Investment Company Act and the rules and
regulations thereunder.

*****

These Amended and Restated Articles of Incorporation of the Corporation have
been unanimously approved by the Board of Directors of the Corporation at a
meeting of the Board of Directors held on November 15, 2005, and approved by the
shareholders of the Corporation at its annual meeting held on _______________,
2006.

APPENDIX B

NEBRASKA REVISED STATUTES OF 1943
CHAPTER 21. CORPORATIONS AND OTHER COMPANIES
ARTICLE 20. BUSINESS CORPORATION ACT.
(L) DISSENTERS' RIGHTS

ss. 21-20,137. Dissenters' rights; terms, defined.

For purposes of sections 21-20,137 to 21-20,150:

(1) Beneficial shareholder shall mean the person who is a beneficial owner of
shares held in a voting trust or by a nominee as the record shareholder;

(2) Corporation shall mean the issuer of the shares held by a dissenter before
the corporate action or the surviving or acquiring corporation by merger or
share exchange of that issuer;

(3) Dissenter shall mean a shareholder who is entitled to dissent from corporate
action under section 21-20,138 and who exercises that right when and in the
manner required by sections 21-20,140 to 21-20,148;

(4) Fair value, with respect to a dissenter's shares, shall mean the value of
the shares immediately before the effectuation of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable;

(5) Interest shall mean interest from the effective date of the corporate action
until the date of payment at the rate specified in section 45-104, as such rate
may from time to time be adjusted by the Legislature;

(6) Record shareholder shall mean the person in whose name shares are registered
in the records of a corporation or the beneficial shareholder to the extent of
the rights granted by a nominee certificate on file with a corporation; and

(7) Shareholder shall mean the record shareholder or the beneficial shareholder.

ss. 21-20,138. Right to dissent.

(1) A shareholder shall be entitled to dissent from, and obtain payment of the
fair value of his or her shares in the event of, any of the following corporate
actions:

(a) Consummation of a plan of merger to which the corporation is a party:

(i) If shareholder approval is required for the merger by section
21-20,130 or

the articles of incorporation and the shareholder is entitled to vote on
the merger; or

(ii) If the corporation is a subsidiary that is merged with its parent
under section 21-20,131;

(b) Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired, if the shareholder is
entitled to vote on the plan;

(c) Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation other than in the usual and regular course of
business if the shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution, but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all of
the net proceeds of the sale will be distributed to the shareholders within one
year after the date of sale;

(d) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:

(i) Alters or abolishes a preferential right of the shares;

(ii) Creates, alters, or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase of the shares;

(iii) Alters or abolishes a preemptive right of the holder of the shares
to acquire shares or other securities;

(iv) Excludes or limits the right of the shares to vote on any matter, or
to cumulate votes, other than a limitation by dilution through issuance of
shares or other securities with similar voting rights; or

(v) Reduces the number of shares owned by the shareholder to a fraction of
a share if the fractional share so created is to be acquired for cash
under section 21-2038; or

(e) Any corporate action taken pursuant to a shareholder vote to the extent
the articles of incorporation, the bylaws, or a resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to dissent
and obtain payment for their shares.

(2) A shareholder entitled to dissent and obtain payment for his or her shares
under sections 21-20,137 to 21-20,150 may not challenge the corporate action
creating his or her entitlement unless the action is unlawful or fraudulent with
respect to the shareholder or the corporation.

(3) The right to dissent and obtain payment under sections 21-20,137 to
21-20,150 shall not apply to the shareholders of a bank, trust company,
stock-owned savings and loan association, or the holding company of any such
bank, trust company, or stock-owned savings and loan association.

ss. 21-20,139. Dissent by nominees and beneficial owners.

(1) A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his or her name only if he or she dissents with respect to
all shares beneficially owned by any one person and notifies the corporation in
writing of the name and address of each person on whose behalf he or she asserts
dissenters' rights. The rights of a partial dissenter under this subsection
shall be determined as if the shares as to which he or she dissents and his or
her other shares were registered in the names of different shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to shares held on
his or her behalf only if:

(a) He or she submits to the corporation the record shareholder's written
consent to the dissent not later than the time the beneficial shareholder
asserts dissenters' rights; and

(b) He or she does so with respect to all shares of which he or she is the
beneficial shareholder or over which he or she has power to direct the vote.

ss. 21-20,140. Notice of dissenters' rights.

(1) If proposed corporate action creating dissenters' rights under section
21-20,138 is submitted to a vote at a shareholders' meeting, the meeting notice
shall state that shareholders are or may be entitled to assert dissenters'
rights under sections 21-20,137 to 21-20,150 and be accompanied by a copy of
such sections.

(2) If corporate action creating dissenters' rights under section 21-20,138 is
taken without a vote of shareholders, the corporation shall notify in writing
all shareholders entitled to assert dissenters' rights that the action was taken
and send those shareholders the dissenters' notice described in section
21-20,142.

ss. 21-20,141. Dissenters' rights; notice of intent to demand payment.

(1) If proposed corporate action creating dissenters' rights under section
21-20,138 is submitted to a vote at a shareholders' meeting, a shareholder who
wishes to assert dissenters' rights (a) shall deliver to the corporation before
the vote is taken written notice of his or her intent to demand payment for his
or her shares if the proposed action is effectuated and (b) shall not vote his
or her shares in favor of the proposed action.

(2) A shareholder who does not satisfy the requirements of subsection (1) of
this

section shall not be entitled to payment for his or her shares under sections
21-20,137 to 21-20,150.

ss. 21-20,142. Dissenters' notice.

(1) If proposed corporate action creating dissenters' rights under section
21-20,138 is authorized at a shareholders' meeting, the corporation shall
deliver a written dissenters' notice to all shareholders who satisfied the
requirements of section 21-20,141.

(2) The dissenters' notice shall be sent no later than ten days after the
corporate action was taken and shall:

(a) State where the payment demand shall be sent and where and when
certificates for certificated shares shall be deposited;

(b) Inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;

(c) Supply a form for demanding payment that includes the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action and requires that the person asserting dissenters' rights
certify whether or not he or she acquired beneficial ownership of the shares
before that date;

(d) Set a date by which the corporation shall receive the payment demand
which date may not be fewer than thirty nor more than sixty days after the date
the notice required by subsection (1) of this section is delivered; and

(e) Be accompanied by a copy of sections 21-20,137 to 21-20,150.

ss. 21-20,143. Dissenters' rights; duty to demand payment.

(1) A shareholder who was sent a dissenters' notice described in section
21-20,142 shall demand payment, certify whether he or she acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenters' notice pursuant to subdivision (2)(c) of section 21-20,142, and
deposit his or her certificates in accordance with the terms of the notice.

(2) The shareholder who demands payment and deposits his or her shares under
subsection (1) of this section shall retain all other rights of a shareholder
until such rights are canceled or modified by the taking of the proposed
corporate action.

(3) A shareholder who does not demand payment or does not deposit his or her
share certificates where required, each by the date set in the dissenters'
notice, shall not be entitled to payment for his or her shares under sections
21-20,137 to 21-20,150.

ss. 21-20,144. Dissenters' rights; share restrictions.

(1) The corporation may restrict the transfer of uncertificated shares from the
date the demand for their payment is received until the proposed corporate
action is taken or the restrictions are released under section 21-20,146.

(2) The person for whom dissenters' rights are asserted as to uncertificated
shares shall retain all other rights of a shareholder until such rights are
canceled or modified by the taking of the proposed corporate action.

ss. 21-20,145. Dissenters' rights; payment.

(1) Except as provided in section 21-20,147, as soon as the proposed corporate
action is taken, or upon receipt of a payment demand, the corporation shall pay
each dissenter who complied with section 21-20,143 the amount the corporation
estimates to be the fair value of his or her shares, plus accrued interest.

(2) The payment shall be accompanied by:

(a) The corporation's balance sheet as of the end of a fiscal year ending not
more than sixteen months before the date of payment, an income statement for
that year, a statement of changes in shareholders' equity for that year, and the
latest available interim financial statements, if any;

(b) A statement of the corporation's estimate of the fair value of the
shares;

(d) A statement of the dissenter's right to demand payment under section
21-20,148; and

(e) A copy of sections 21-20,137 to 21-20,150.

ss. 21-20,146. Dissenters' rights; failure to take action.

(1) If the corporation does not take the proposed action within sixty days after
the date set for demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.

(2) If, after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it shall send a new
dissenters' notice under section 21-20,142 and repeat the payment demand
procedure.

ss. 21-20,147. Dissenters' rights; after-acquired shares.

(1) A corporation may elect to withhold payment required by section 21- 20,145
from a dissenter unless he or she was the beneficial shareholder before the date
set forth in the dissenters' notice as the date of the first announcement to
news media or to shareholders of the terms of the proposed corporate action.

(2) To the extent the corporation elects to withhold payment under subsection
(1) of this section after taking the proposed corporate action, it shall
estimate the fair value of the shares, plus accrued interest, and shall pay this
amount to each dissenter who agrees to accept it in full satisfaction of his or
her demand. The corporation shall send with its offer a statement of its
estimate of the fair value of the shares, an explanation of how the interest was
calculated, and a statement of the dissenters' right to demand payment under
section 21-20,148.

ss. 21-20,148. Dissenters' rights; procedure if shareholder dissatisfied with
payment or offer.

(1) A dissenter may notify the corporation in writing of his or her own estimate
of the fair value of his or her shares and amount of interest due, and demand
payment of his or her estimate, less any payment under section 21- 20,145, or
reject the corporation's offer under section 21-20,147 and demand payment of the
fair value of his or her shares and interest due if:

(a) The dissenter believes that the amount paid under section 21-20,145 or
offered under section 21-20,147 is less than the fair value of his or her shares
or that the interest due is incorrectly calculated;

(b) The corporation fails to make payment under section 21-20,145 within
sixty days after the date set for demanding payment; or

(c) The corporation, having failed to take the proposed action, does not
return the deposited certificates or release the transfer restrictions imposed
on uncertificated shares within sixty days after the date set for demanding
payment.

(2) A dissenter waives his or her right to demand payment under this section
unless he or she notifies the corporation of his or her demand in writing under
subsection (1) of this section within thirty days after the corporation made or
offered payment for his or her shares.

ss. 21-20,149. Dissenters' rights; court action.

(1) If a demand for payment under section 21-20,148 remains unsettled, the
corporation shall commence a proceeding within sixty days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.

(2) The corporation shall commence the proceeding in the district court of the
county where a corporation's principal office, or, if none in this state, its
registered office, is located. If the corporation is a foreign corporation
without a registered office in this state, it shall commence the proceeding in
the district court of the county in this state where the registered office of
the domestic corporation merged with or whose shares were acquired by the
foreign corporation was located.

(3) The corporation shall make all dissenters, whether or not residents of this
state, whose demands remain unsettled, parties to the proceeding as in an action
against their shares and all parties shall be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under
subsection (2) of this section shall be plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. Appraisers shall have the powers
described in the order appointing them or in any amendment to such order. The
dissenters shall be entitled to the same discovery rights as parties in other
civil proceedings.

(5) Each dissenter made a party to the proceeding shall be entitled to judgment
(a) for the amount, if any, by which the court finds the fair value of his or
her shares, plus interest, exceeds the amount paid by the corporation or (b) for
the fair value, plus accrued interest, of his or her after-acquired shares for
which the corporation elected to withhold payment under section 21-20,147.

ss. 21-20,150. Dissenters' rights; court costs and attorney's fees.

(1) The court in an appraisal proceeding commenced under section 21-20,149 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court. The court shall assess the costs
against the corporation, except that the court may assess costs against all or
some of the dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously, or not in good faith
in demanding payment under section 21- 20,148.

(2) The court may also assess the attorney's fees and expenses and the fees and
expenses of experts for the respective parties in amounts the court finds
equitable:

(a) Against the corporation and in favor of any or all dissenters if the
court finds the corporation did not substantially comply with the requirements
of sections 21-20,140 to 21-20,148; or

(b) Against either the corporation or a dissenter, in favor of any other
party, if the court finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously, or not in good faith with respect to
the rights provided by sections 21-20,137 to 21-20,150.

(3) If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and that the fees for
those services should not be assessed against the corporation, the court may
award to counsel reasonable fees to be paid out of the amounts awarded to the
dissenters who were benefited.

BRIDGES INVESTMENT FUND, INC.
C/O PROXY TABULATOR
P. O. BOX 9112 FARMINGDALE, NY 11735

YOUR VOTE IS IMPORTANT

TO CAST YOUR VOTE:

1) Read the Proxy Statement.

2) Check the appropriate boxes on the reverse side.

3) Sign and date the Proxy Card.

4) Return the Proxy Card in the envelope provided.

BRIDGES INVESTMENT FUND, INC.
8401 WEST DODGE ROAD
SUITE 256
OMAHA, NE 68114

BRIDGES INVESTMENT FUND, INC. PROXY - ANNUAL MEETING OF MARCH 22, 2006

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. (the
Fund) to be held at Happy Hollow Country Club, 1701 South 105th Street, in the
City of Omaha, State of Nebraska, on Wednesday, March 22, 2006, at 7:00 p.m.,
Central Standard Time, or at any adjournment thereof, upon the matters as set
forth in the Notice of such Meeting and the Proxy Statement.

DATED: ______________________, 2006

-----------------------------------
Signature(s) (Joint Owners) (PLEASE
SIGN IN BOX)

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.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, 3, 4 AND 5.

1. For the Election of Ten Directors:

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

(01) Edson L. Bridges II (06) John J. Koraleski
(02) Edson L. Bridges III (07) Gary L. Petersen [ ] [ ] [ ] 1.
(03) N.P. Dodge, Jr. (08) Roy A. Smith
(04) John W. Estabrook (09) L.B. Thomas
(05) Jon D. Hoffmaster (10) John K. Wilson

* INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR PARTICULAR NOMINEE(S), MARK
"FOR ALL EXCEPT" AND WRITE THE NUMBER(S) OF EACH NOMINEE(S) ON THE LINE BELOW.

- --------------------------------------------------------------------------------

FOR AGAINST ABSTAIN

2. For a proposed investment advisory contract which continues the employment of
Bridges Investment Management, Inc. as investment adviser to the Fund for the
year ending April 17, 2007. [ ] [ ] [ ] 2.

3. For the ratification of the selection of Deloitte & Touche LLP as independent
public accountants of the Fund for fiscal year ending December 31, 2006. [ ] [ ] [ ] 3.

4. For the amendment and restatement of the Fund's Articles of Incorporation [ ] [ ] [ ] 4.

5. On any other business which may properly come before the Meeting.

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.

PLEASE SIGN AND DATE ON THE REVERSE SIDE.