485APOS

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ý

Pre-Effective Amendment No. ____ __

Post-Effective Amendment No. 49    x_

File No. 2-21600

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 35 x_

File No. 811-1209

BRIDGES INVESTMENT FUND, INC.

(Exact Name of Registrant as Specified in Charter)

256 Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114

(Address of Principal Executive Offices) (Zip Code)

402-397-4700

(Registrant's Telephone Number, including Area Code)

Edson L. Bridges II, 256 Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: N/A

It is proposed that this filing will become effective (check appropriate box):

__ immediately upon filing pursuant to paragraph (b)

__ on (date) pursuant to paragraph (b)

_x 60 days after filing pursuant to paragraph (a)(1)

__ on (date) pursuant to paragraph (a)(1)

__ 75 days after filing pursuant to paragraph (a)(2)

__ on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

__ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: CAPITAL STOCK

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BRIDGES INVESTMENT FUND, INC.

8401 West Dodge Road

256 Durham Plaza

Omaha, Nebraska 68114

(402) 397-4700

PROSPECTUS

April 29, 2003

Capital Stock

The primary investment objective of the Fund is long-term capital appreciation. The development of a modest amount of current income is a secondary investment objective.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

RISK/RETURN SUMMARY	3
The Fund's Investment Objective	3
The Principal Investment Strategies of the Fund	3
PRINCIPAL RISKS OF INVESTING IN THE FUND	3
PAST PERFORMANCE OF FUND	5
FEES AND EXPENSES OF THE FUND	8
FINANCIAL HIGHLIGHTS	10
INVESTMENT OBJECTIVES AND POLICIES	11
Risks of Investing in the Fund	12
MANAGEMENT OF THE FUND	13
Governance	13
Investment Adviser	13
Portfolio Managers	14
Advisory Fees	14
Custodian	14
Dividend Disbursing and Transfer Agent	15
FUND SHAREHOLDER INFORMATION	15
Capital Structure of Fund	15
Valuing Fund Shares	15
Purchase of Fund Shares	16
Minimum Purchase of Fund Shares	16
Dividend and Capital Gains Distributions Options	16
Automatic Investment Plan	17
Redemption of Fund Shares	17
Inquiries	19
Fund Dividend Policy	19
Tax Consequences	19

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RISK/RETURN SUMMARY

The following is a summary. You should read the rest of the Prospectus along with the summary.

The Fund is an open-end diversified investment company, which has operated since July 1, 1963. The Fund's primary investment objective is long-term capital growth, with a secondary objective of generation of a moderate amount of investment income

The Principal Investment Strategies of the Fund

The Fund seeks to achieve its investment objectives by investing primarily in a diversified portfolio of common stocks and convertible securities which Fund management believes offers the potential for increased earnings and dividends over time. Normally, such equity securities will represent 60% or more of the Fund's assets. On December 31, 2002 88.8% of the Fund's assets were invested in common stocks.

In addition, to generate current income, the Fund may acquire investment grade corporate bonds, debentures, U.S. Treasury bonds and notes, and preferred stocks. Normally, such fixed income securities will not constitute more than 40% of the Fund's portfolio. On December 31, 2002, 9% of the Fund's assets were invested in debt securities. The Fund may purchase lower quality debt securities (sometimes called "junk bonds") from time to time, provided that such investments are limited to no more than 5% of Fund assets.

The allocation of Fund investments among common stocks and other equity securities and bonds and other debt securities (including U.S. Treasury securities) is based on the Fund's adviser's judgments of the potential returns and risks of each class. The adviser considers a number of factors when making these allocations, including economic conditions and monetary factors, inflation and interest levels and trends, and fundamental factors (such as price/earnings ratios or growth rates) of individual companies in which the Fund invests.

PRINCIPAL RISKS AND RETURNS FROM INVESTING IN THE FUND

There are risks associated with an investment in the Fund, and there is no assurance the Fund will achieve its investment objectives. The risks of investing in the Fund include:

Market Risk

The value of the Fund's investments will vary from day to day, and will reflect to some degree general market conditions, interest rates and national and global political and economic conditions. The Fund's performance will also be affected by the earnings of companies it invests in, as well as changes in market expectations of such earnings. In the short-term, stock prices, and the value of the Fund, can fluctuate significantly in response to these factors. As with any stock investment, the value of your investment in the Fund will fluctuate, meaning you could lose money.

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Interest Rate Risk

The Fund's investments in fixed income securities tend to reduce the Fund's investment performance during periods of strong market price appreciation, although bonds should tend to cushion Fund value losses during periods of declining stock prices. However, you should also be aware that there is an inverse relationship between bond prices and interest rates: higher interest rates could cause lower bond prices, while lower interest rates could result in higher bond prices, with the most significant impact of interest rate changes on longer maturity issues.

Credit Risk

The issuers of bonds and other debt securities held by the Fund may not be able to make interest or principal payments. Even if these issuers are able to make interest or principal payments, they may suffer adverse changes in financial condition that would lower the credit quality of the security, leading to greater volatility in the price of the security. High yield securities (or "junk bonds") invested in by the Fund provide higher returns but entail greater risk of loss of principal.

Asset Allocation Risk

The Fund's performance will also be affected by the adviser's ability to anticipate correctly the relative potential returns and risks of the types of assets in which the Fund invests. As an example, the Fund's investment performance would suffer if a major portion of its assets were allocated to stocks during a market decline and its relative investment performance would suffer to the extent that a smaller portion of the Fund's assets were allocated to stocks during a period of rising stock market prices.

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PAST PERFORMANCE OF FUND

The bar chart and table below show one measure of the risks of investing in the Fund, by showing the Fund's performance from year to year for the past ten calendar years and by showing how the average annual total returns of the Fund's shares compare to those of a broad-based market index. The Fund's past investment performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance History depicted in a bar graph is as follows:

Year	% Returns
1993	6.29%
1994	0.30%
1995	30.96%
1996	18.06%
1997	22.33%
1998	27.48%
1999	39.80%
2000	-14.09%
2001	-18.89%
2002	-25.14%

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The Fund's highest and lowest returns for a calendar quarter during the past ten years are a return of 28.12% for the 4^th Quarter 1999, and -18.35% for the 3^rd Quarter 2001.

Average Annual Total Returns

(for the periods ending December 31, 2002)

	Past One Year	Past Five Years	Past Ten Years
Return Before Taxes	-25.14%	-1.58%	6.41%
Return After Taxes on Distributions	-25.53%	-2.53%	4.96%
Return After Taxes on Distributions and Sale of Fund Shares	-15.4%	-1.48%	4.63%
S & P 500 (reflects no deduction for fees, expenses or taxes)	-22.05%	-0.58%	9.33%
Morningstar Large Cap Growth Fund Universe	-28.44%	-2.35%	6.55%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Total Return is the change in value of an investment over a given period, assuming reinvestment of any dividends and capital gains. A cumulative total return reflects actual performance over a stated period of time. An average annual total return is a hypothetical rate of return that, if achieved annually, would have produced the same cumulative total return if performance had been constant over the entire period. Average annual total returns smooth out variations in performance; they are not the same as the actual year-by-year results.

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Year	BIF	S & P 500
1992	10,000.00	10,000.00
1993	10,627.04	11,001.46
1994	10,656.94	11,150.57
1995	13,953.70	15,325.32
1996	16,471.43	18,835.62
1997	20,147.18	25,111.64
1998	25,680.73	32,273.51
1999	35,671.71	39,055.90
2000	30,647.48	35,498.19
2001	24,859.17	31,297.94
2002	18,609.39	24,397.43

(Amounts in table above represent year-end market values, and are plotted

as data points on a line graph in the actual annual shareholder report.)

Average Annual Total Return for Bridges Investment Fund, Inc.:

1 Year - 18.89%

5 Year 8.58%

10 Year 10.18%

The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

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FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees

(fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases	None
Maximum Deferred Sales Charge (Load)	None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
and other Distributions	None
Redemption Fee	None*
Reinvestment of Cash Distributions Transaction Fee	None
Exchange Fee	None
Maximum Account Fee	None

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

Management Fees		0.50%
Distribution and/or Service Fees
Other Expenses		0.35%
Audit and Custodian Services	0.11%
Bookkeeping, Dividend and Transfer Agent Services,
Computer Programming, Printing and Supplies	0.15%
Insurance, Licenses, Taxes and Other	0.09%
Total Fund Operating Expenses		0.85%

* You are responsible for any expenses incurred in connection with a share redemption, if you request redemption proceeds to be wired or sent by overnight or priority mail to you.

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Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year	3 years	5 years	10 years
$ 88	$ 277	$ 485	$ 1,108

The expenses in the hypothetical example are calculated for the most recent fiscal year for the Fund (except where an expense has changed for the current fiscal year, in which case, the present cost is reflected in the estimated costs). The expenses show both the amounts paid in the Fund's financial statements and the costs paid by the shareholder.

This hypothetical example assumes that all dividends and distributions are reinvested. You should not consider the estimates shown in the hypothetical example above as a representation of past or future expenses. Actual expenses may be greater or lesser than the amounts shown.

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FINANCIAL HIGHLIGHTS*

For the Years Ended December 31

The financial highlights table is intended to help you understand the Fund's financial performance for the past 10 years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The per share income and capital changes for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP while these same changes for the years ended December 31, 2001 and 2000 have been audited by KPMG LLP. The reports of Deloitte & Touche LLP and KPMG LLP for the years ended December 31, 2002, and the years ended December 31, 2001 and 2000 respectively, including the financial highlights for these years along with the Fund's financial statements, are included in the Statement of Additional Information, which is available upon request.

	2002	2001	2000	1999	1998	1997	1996	1995	1994	1993
Net Asset Value, Beginning of Period	$31.05	$38.59	$46.24	$34.26	$29.02	$24.56	$21.54	$17.10	$17.80	$17.51
Income from Investment Operations
Net Investment Income	$.20	$.26	$.40	$.30	$.44	$.51	$.55	$.58	$.59	$.61
Net Gains or (Losses) on Securities (both realized and unrealized)	$(8.00)	$(7.54)	$(6.84)	$12.89	$7.36	$4.77	$3.28	$4.63	$ (.52)	$.46
Total From Invest. Operations	$(7.80)	$(7.28)	$(6.44)	$13.19	$7.80	$5.28	$3.83	$5.21	$.07	$1.07
Less Distributions
Dividends from net investment income	$(.20)	$(.26)	$(.40)	$(.30)	$(.44)	$(.51)	$(.55)	$(.58)	$(.59)	$(.61)
Distributions from capital gains	-	-	$(.81)	$(.91)	$(2.12)	$(.31)	$(.26)	$(.19)	$(.18)	$(.17)
Total Distributions	$(.20)	$(.26)	$(1.21)	$(1.21)	$(2.56)	$(.82)	$(.81)	$(.77)	$(.77)	$(.78)
Net Asset Value, End of Period	$23.05	$31.05	$38.59	$46.24	$34.26	$29.02	$24.56	$21.54	$17.10	$17.80
Total Return	(25.14)%	(18.89)%	(14.09)%	38.90%	27.48%	22.33%	18.06%	30.96%	0.30%	6.29%
Ratios/Supplemental Data
Net Assets, End of Period (in thousands)	$45,855	$60,245	$71,412	$69,736	$48,433	$36,648	$29,249	$24,052	$18,096	$17,991
Ratio of Expenses to Average Net Assets**	0.85%	0.79%	0.72%	0.73%	0.77%	0.81%	0.87%	0.89%	0.90%	0.90%
Ratio of Net Inc. to Avg. Net Assets	0.79%	0.79%	0.95%	0.78%	1.37%	2.64%	3.23%	3.80%	4.25%	4.32%
Portfolio Turnover Rate	23%	14%	19%	16%	24%	8%	8%	7%	10%	11%

*Per share income and capital change data is computed using the weighted average number of shares outstanding method.

**Average net asset data is computed using monthly net asset value figures.

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The total annual return from the investment policies and strategies employed for the Fund's portfolio ranged from a high of 38.90% in 1999 to a low of - -25.14% in 2002. Prior to the negative returns for the three years ended December 31, 2002, the Fund achieved 22 straight years of positive total annual returns from December 31, 1977 through December 31, 1999.

INVESTMENT OBJECTIVES AND POLICIES

The primary investment objective of the Fund is long-term capital appreciation.  In pursuit of such objective, the Fund invests primarily in common stocks and securities convertible into common stocks, with the market value of these securities normally representing 60% or more of the total value of the Fund's assets.  The selection of common stocks and convertible securities will emphasize companies which, in the opinion of the Fund's management, offer opportunities for increased earnings and dividends.  However, the Fund may also invest in common stocks which may be cyclically depressed or undervalued, and, therefore, may offer potential for capital appreciation.

The generation of a moderate amount of current income is a secondary investment objective of the Fund. To help meet this objective, the Fund may acquire investment grade corporate bonds, debentures, U.S. Treasury bonds and notes, and preferred stocks, provided not more than 40% of the value of Fund assets are maintained in these types of fixed income securities. Investment grade corporate bonds and preferred stocks must carry, at the time of purchase, a Moody's Investor Service rating of Baa or higher or a Standard & Poor's Corporation rating of BBB or higher.

The Fund may purchase investments in securities of foreign issuers, provided that the market value of such securities will not exceed 10% of the Fund's total assets, and such securities are traded as American Depository Receipts.

For speculative capital gain purposes, the Fund may purchase bonds, debentures, and preferred stocks that carry high yields and balance sheet risk or which have one or more interest or dividend payments in arrears, provided that the Fund intends to limit its investments in such lower quality debt securities (sometimes called "junk bonds") to no more than 5% of its assets. The Fund may purchase corporate bonds and preferred stocks with ratings below Moody's Baa and Standard & Poor's Corporation BBB and some non-rated securities in order to earn above average current income returns, provided the market value of these assets at the time of purchase is included within the 5% total assets limit for "junk bonds".

Convertible debentures and convertible preferred stocks are usually classified below investment grade ratings for fixed income securities. For the purpose of managing the Fund's portfolio within the investment policy guidelines, these convertible securities are accorded the status of equities, and not considered to be fixed income securities. Accordingly, these assets do not fall within the 40% and 5% of total assets restrictions for fixed income securities.

Under unusual economic or financial market circumstances, the Fund may maintain a substantial part or all of its assets in cash or U.S. government securities for temporary defensive purposes and as a result, may not achieve its investment objectives. The Fund may maintain positions in U.S. Government securities for as long as such unusual market conditions exist, and the amounts of these Treasury securities will be excluded from the limitation that not more than 40% of Fund assets are to be invested in fixed income securities.

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The foregoing policies as to investments may be altered by the Fund's Board of Directors; however, they will not be changed without prior written notice to Fund shareholders in a supplement to the Prospectus, or at such time as the next annual revisions to the Prospectus become effective.

In addition to the investment objectives and policies disclosed above, the Fund adheres to certain other investment policy and selection restrictions which are set forth in the Statement of Additional Information.

Risks of Investing in the Fund

You should be aware that the value of the Fund's investments will vary from day to day, based on various factors including earnings performance of companies in which the Fund invests, as well as general market conditions, interest rates and national and global political and economic conditions. The Fund's investments in stocks are subject to changes in their value due to a number of factors. Investments in stocks can be volatile, and are subject to changes in general stock market movements, referred to as market risk. There may be events or changes affecting particular industries included in the Fund's portfolio, referred to as industry risk, or a change in value of a particular stock because of an event affecting the issuer. Many factors can affect an individual stock's price, including poor earnings, loss of major customers, major litigation against the issuer, or changes in government regulations affecting the issuer or its industry.

Since the Fund invests in bonds and other debt securities, you should also recognize that there is an inverse relationship between bond prices and interest rates: higher interest rates could cause lower bond prices, and lower interest rates could result in higher bond prices, with the most significant impact of interest rate changes on the very long maturity issues.

Fund investments in bonds and other debt securities also involve credit risk, which is the risk that the issuers of such debt securities are not able to make interest or principal payments, resulting in a loss to the Fund. In addition, even if issuers of debt securities are able to make such interest or principal payments, they may suffer adverse changes in financial condition lowering their credit quality, and the value of the Fund's assets.

The Fund may also invest in high yield securities or "junk bonds", which provide greater income opportunity but also entail greater risk of loss of principal. Such high yield securities may be speculative with respect to the issuer's ability to pay interest and repay principal in accordance with the terms of the obligation. In addition, the market for high yield securities may be less active, limiting the ability of the Fund to sell such securities in a timely manner, increasing the risk of loss to the Fund.

With respect to the Fund's investment in U.S. Treasury securities for temporary defensive purposes, you should anticipate that these defensive actions may result in less than 60% of Fund assets to be held in common stocks and other equity securities and that such temporary defensive actions may be taken prior to the development of the expected adverse market

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 circumstances. Subsequent events in the market may or may not vindicate the judgment of the investment manager to establish the temporary defensive positions in U.S. government securities, and the failure of anticipated market conditions to occur may cause temporary defensive positions to be held for unanticipated, long intervals of time.

All of the above risks can affect the value of the Fund's investments, its investment performance and price per share. These risks mean that you can lose money by investing in the Fund. When you redeem your shares, they may be worth more or less than what you paid for them.

MANAGEMENT OF THE FUND

Governance

The Board of Directors of the Fund is responsible for general governance of the Fund. In particular, the Board establishes contractual relationships and maintains oversight of the investment manager, the custodian bank and transfer agent, insurance coverage, certified public accountants, and legal representation for the Fund. In addition, the Board of Directors oversees compliance with federal and state regulations, and maintaining the Fund's position as a regulated open-end investment management company under tax laws. The Board is also responsible for attracting interested and qualified individuals to serve as representatives for the shareholders. Board members carry broad perspectives beyond the fields of finance and investments, and provide insight and guidance for the general business policy of the Fund through the Audit Committee, Administration and Nominating Committee, and regular Board of Directors meetings.

Investment Adviser

Bridges Investment Counsel, Inc., 8401 West Dodge Road, Omaha, Nebraska 68114, acts as manager and investment adviser under a contract with the Fund. In addition to furnishing continuing investment supervision for the Fund, the investment adviser provides office space, facilities, equipment, and personnel for managing the assets of the Fund. Further, the investment adviser pays the costs of maintaining the registration of shares of the Fund under federal and applicable state securities laws.

Bridges Investment Counsel, Inc. is registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940. The Firm and its predecessors have acted continuously as professional investment advisers and managers since early 1945. The firm renders portfolio investment securities advice to individuals, personal trusts, pension and profit sharing accounts, IRA rollovers, charitable organizations and foundations, corporations and other account classifications and, as of the last quarter of 2002 directly managed assets in excess of $833 million. Bridges Investment Counsel, Inc. also provides hourly consulting advice concerning alternative investment matters on a limited basis, as well as consulting services for non-portfolio securities matters such as estate and financial planning and general business administration projects. Bridges Investment Counsel, Inc. has a management agreement to operate Provident Trust Company, a Nebraska trust company responsible for in excess of $691 million in its trust customer assets at December 31, 2002.

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Portfolio Managers:

Mr. Edson L. Bridges III, President and Chief Investment Officer of the Fund and Executive Vice President-Investments of Bridges Investment Counsel, Inc. is the person primarily responsible for the day-to-day management of the Fund's portfolio. Mr. Bridges III has more than 18 years of experience with the Fund's portfolio.

Mr. Edson L. Bridges II, Chairman and Chief Executive Officer of the Fund, is the back-up person for the day-to-day operation of the Fund's portfolio. Mr. Bridges II has more than 39 years of experience in managing the Fund's investment portfolio.

Investment selections made by Bridges Investment Counsel, Inc. for the Fund are predicated upon research into general economic trends, studies of financial markets, and industry and company analyses. The firm obtains its security analysis information from several financial research organizations which restrict the release of their reports primarily to institutional users such as banks, insurance companies, investment counselors, and trust companies.

Advisory Fees:

Under its advisory agreement with the Fund, Bridges Investment Counsel, Inc. furnishes continuous investment supervision to the Fund for a quarterly fee of 1/8 of 1% of the average Net Asset Value of the Fund, as determined by appraisals at the close of each month in the quarterly period. This total annual fee of 1/2 of 1% of the Fund's Net Assets as determined above is the only compensation received by Bridges Investment Counsel, Inc. from the Fund. The Fund paid $258,339 to Bridges Investment Counsel, Inc. for its services as investment adviser during the fiscal year ending December 31, 2002.

The Fund pays the charges of the custodian, dividend disbursing and transfer agent, fees of auditors and legal counsel, and the fees of the investment adviser as described earlier. The Fund also incurs other expenses such as bookkeeping, publication of notices and reports to shareholders, printing and mailing of stock certificates, and miscellaneous taxes. However, total annual expenses of the Fund, exclusive of taxes but including fees paid to the investment adviser, are limited to 1 1/2% of average net assets, and Bridges Investment Counsel, Inc. agrees to reimburse the Fund for expenditures in excess of such amount. During 2002, there were no reimbursed expenses paid under this contract arrangement and expense limitation.

Custodian

First National Bank of Omaha, Nebraska, One First National Center, 1620 Dodge Street, Omaha, Nebraska, acts as Custodian for the Fund. The Bank holds all securities and cash of the Fund, receives and pays for securities purchased upon delivery of the assets, delivers against payment from brokers for securities sold, receives and collects income from investments. The Bank does not exercise any supervisory function in management matters such as the purchase and sale of portfolio securities.

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Dividend Disbursing and Transfer Agent

Bridges Investor Services, Inc., 8401 West Dodge Road, Omaha, Nebraska, acts as Dividend Disbursing and Transfer Agent for the Fund. Services handles the transactions for all capital stock issued by the Fund and for all redemptions of Fund shares. Services processes all reinvestment and scheduled investment transactions, and is responsible for issuing Form 1099 information to shareholders each year.

FUND SHAREHOLDER INFORMATION

Capital Structure of Fund

The Fund's capital structure consists of one class of 6,000,000 authorized shares (par value of one dollar per share). Fund shares have equal rights as to voting, redemption, dividends, and liquidation, with cumulative voting for the election of directors. The shares are redeemable on written demand of the holder and are transferable. The shares have no preemptive or conversion rights and are not subject to assessment. Fractional shares have the same rights proportionately as full shares, except they do not carry the right to vote. The Fund is not authorized to issue any preferred stock or other senior securities.

Valuing Fund Shares

Shares of the Fund are sold directly to investors by the Fund and are redeemed by the Fund at the next determined Net Asset Value.

The Net Asset Value of a share of the Fund at any specific time is obtained by dividing the value of the net assets of the Fund by the total number of shares outstanding at such time. The calculation of Net Asset Value includes the daily accrual of income and expenses. Expenses are estimated at a daily accrual rate, and this daily accrual rate is adjusted to costs on a monthly or quarterly basis if the daily accrual rate is above or below actual costs when such costs become known.

The Fund calculates its Net Asset Value based on the current market value for its portfolio securities at the close of daily trading on the New York Stock Exchange, normally 4:00 p.m. Eastern Time (3:00 p.m. Central Time), on the date of valuation. The Fund normally obtains market values for its securities from independent pricing services that use reported last sales prices, current market quotations or valuations from computerized "matrix" systems that derive values based on comparable securities. If a market value is not available from an independent pricing source for a particular security, that security is valued at a fair value as determined in good faith by or under procedures adopted by, the Fund's Board of Directors. Short-term securities such as Treasury Bills with under a 60-day maturity are valued at the purchase price, and the income from the discount is reflected as accrued income on a daily basis.

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Purchase of Fund Shares

Account Application Form To purchase Fund shares you must complete and sign the Account Application form, which is sent with this Prospectus, or may be obtained from the offices of the Fund at 256 Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114. The completed Account Application form and check payable or other means of payment to the Fund should be sent to the above address. Please review the Account Application form for detailed information for executing and completing a purchase of shares in the Fund.

With respect to purchases of Fund shares, the following conditions will apply: (1) all of your purchases must be made in U.S. dollars, and the check(s) must be drawn on U.S. banks; (2) no third party checks will be accepted; (3) the Fund does not accept currency to purchase Fund shares; and (4) if your check does not clear within 15 business days, it will be returned to you.

To avoid a delay in the purchase of Fund shares by check, you should consider buying shares by bank wire transfer, cashier's check, or money order. If a wire transfer is used, it is necessary to alert the Fund of such transfer by phoning the offices of the Fund at (402) 397-4700 prior to placing the wire.

Your purchase of Fund shares will be bought at the next determined Net Asset Value of the Fund which is calculated after your Account Application is received in proper form.

The Account Application form is subject to acceptance by authorized officers of the Fund in Omaha, Nebraska and is not binding until so accepted. The Fund reserves the right to accept or reject subscriptions to Fund shares based on information available to the Fund at the time of purchase. It is the policy of the Fund not to accept orders for Fund shares under circumstances or in amounts considered to be disadvantageous to existing shareholders, and the Fund reserves the right to suspend the offering of shares for a period of time. Account Applications will only be accepted from residents of states in which the Fund shares have been registered or otherwise qualified for offer and sale.

Minimum Purchase of Fund Shares

You may purchase shares of the Fund at such times and in such amounts as you desire. However, the Board of Directors of the Fund has established a minimum of $1,000 for an initial investment in the Fund, and a minimum of $250 for any subsequent investment in the Fund, provided the Fund, in its discretion, may waive such minimums.

If you choose to use the Fund's Automatic Investment Plan (described below), the minimum monthly investment is $100, once the minimum initial investment of $1,000 has been made. At its discretion, the Fund may also waive such minimums.

Dividend and Capital Gains Distributions Options

The Fund offers the following options with respect to dividends and capital gains distributions, if any, on capital stock held by you in the Fund.

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(1) Reinvestment Option: You may elect to have all dividends and capital gains distributions automatically reinvested in additional shares of the Fund. If you do not indicate a choice on the Account Application, you will be assigned this option. Shares purchased under this option are entered on the stock transfer records maintained by the Fund transfer agent, Bridges Investor Services, Inc. Certificates for full shares will be delivered to you at your request. Fractional shares have full dividend and redemption rights, but do not have voting rights. Reinvestment of cash distributions will be made at the Net Asset Value per share which is in effect on the respective dividend or capital gains payment date. Written notice will be sent to shareholders electing this option showing the shareholder's holdings in the Fund, both prior to and after the reinvestment, as well as the dollar amount of the dividend or capital gains reinvestment and the Net Asset Value in effect for the purchases.

(2) Cash Option: You may elect to be sent a check for all Fund dividend and capital gain distributions, or alternatively, only dividend distributions or capital gains distributions. If you elect any of these alternatives, you must check the appropriate box(es) on the Account Application. Cash distribution checks are typically mailed to shareholders within two days, but not later than seven days after payment.

You may change the option selected by you from time to time by written notice to the Fund indicating the new option designed by you.

Automatic Investment Plan

To participate in the Fund's Automatic Investment Plan, you must either be an existing shareholder in the Fund, or if a new investor, make an initial investment of at least $1,000 under Item A, "Investment", on the Account Applications. To open an account using the Automatic Investment Plan, complete and sign the Account Application, and complete the information required in Item E, "Automatic Investment Plan". You must attach a voided check or savings account deposit slip as indicated on the Application. Your purchase of Fund shares will be made automatically in accordance with the options selected on the Application form. A minimum monthly transfer of $100 is required to participate in the Automatic Investment Plan. You will be assessed a $25 fee if the automatic purchase cannot be made due to insufficient funds, stop payment, or for any other reason. You may terminate your participation in the Fund's Automatic Investment Plan at any time by written instr uctions to the Fund.

Redemption of Fund Shares

As a shareholder of the Fund, you may at any time, except as specified below, redeem your stock by delivering your properly endorsed stock certificates to the Fund at 256 Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska. If you are a shareholder in a Plan account, you must send the Fund a written notification requesting that part or all of your stock be redeemed. The Fund will accept a facsimile transmission to effect a redemption on your account provided that the following conditions are met and items are submitted: (1) your social security number is furnished; (2) the account number is included; (3) the number of shares to be redeemed or the dollar amount requested is shown; (4) the account owner's signature is guaranteed; and (5) the original copy of the letter is submitted to the Fund on a prompt basis. The Fund may hold proceeds of redemption until the original letter is received.

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The redemption price is the next determined Net Asset Value of Fund shares which is calculated after your certificate or written notification is received in proper form. The redemption price may be above or below your cost, depending on the market value of the Fund's portfolio securities at the time of the redemption.

All certificates presented for redemption or requests for liquidation of uncertificated shares held under Plan accounts must be duly endorsed or accompanied by a duly executed separate assignment, with signature(s) guaranteed by either a financial or banking institution whose deposits are insured by the Federal Deposit Insurance Corporation or by a brokerage firm which is a member of any exchange as defined in the fidelity insuring bond carried by the Fund with ICI Mutual Insurance Company. The signature(s) should be in the name(s) of the stockholder as shown on the stock transfer records which are maintained for the Fund by Bridges Investor Services, Inc. The signature guarantee must be obtained in each instance of a redemption for both certificated and uncertificated shares. The Fund and its Transfer Agent will also recognize guarantors that participate in the Securities Transfer Agents Medallion Program (STAMP). NOTARIZED SIGNATURES ARE NOT GUARANTEED SIGNATURES AND WILL NOT BE ACCE PTED BY THE FUND.

In most instances, payment for shares redeemed will be made within seven days after request in good order for redemption and tender of shares has been made. However, the Fund may hold payment on redemption of shares until it is reasonably satisfied that the investment amount made by check to the Fund has been collected, which can take up to seven business days.

The Fund mails checks for redemption proceeds typically within one or two days, but not later than seven days, after it receives the request and all necessary documents. The Fund will send redemption checks by overnight or priority mail upon request, and at investor's expense. The Fund will normally wire redemption proceeds to your bank the next business day after receiving the redemption request and all necessary documents, including the signature guarantee. The Fund will also wire redemption proceeds to you upon request, and at your expense. You are also responsible for any charges which your bank may make for receiving wires.

Redemption privileges and payments may be suspended during periods when the New York Stock Exchange is closed (other than weekends and holiday closings) or trading thereon is restricted, or for any period during which an emergency exists as a result of which (a) disposal by the Fund of securities owned by it is not reasonably practicable, or (b) it is not reasonably practicable for the Fund to fairly determine the value of its net assets, or for such other periods as the Securities and Exchange Commission may by order permit for the protection of the shareholders of the Fund. The Securities and Exchange Commission shall determine when trading on the New York Stock Exchange is restricted and when an emergency exists.

In the event there is more than one owner of an account, all owners must sign the letter that requests a redemption of shares in the Fund.

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Inquiries

Shareholder inquiries for information or assistance in handling administrative matters should be directed to Mrs. Nancy K. Dodge, Treasurer, Bridges Investment Fund, Inc., 256 Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114. Mrs. Dodge may also be reached by telephone at 1-402-397-4701 (extension 229).

Fund Dividend Policy

The Fund will distribute to shareholders substantially all of the net income and net capital gains, if any, realized from the sale of securities. Dividends will be paid on or about the 25th day of January, April, July, and October. Shareholders will be advised as to the source or sources of each distribution. A year-end payment of capital gains, if any amounts are earned between November 1 and October 31 in any given year, will be paid on or before December 31st to meet a special requirement of the Tax Reform Act of 1986. The Fund must declare a dividend amount payable before January 31 of the next year on December 31 in order to remit at least 98% of the net investment income for the calendar year to comply with the provisions of the 1986 Act. The investment return will depend upon and vary with changes in interest rates, dividend yields, investment selections of the Fund, and many other unpredictable factors.

Tax Consequences

The following discussion of taxes is for general information only. You should consult with your own tax advisor about the particular federal, state and local tax consequences to you of investing in the Fund.

The Fund has complied with special provisions of the Internal Revenue Code pertaining to investment companies so that the Fund will not pay federal income taxes on amounts it distributes to shareholders, although shareholders will be taxed on distributions they receive. As a shareholder, you are subject to federal income tax on distribution of investment income and on short-term capital gains which are treated as ordinary income. However, payments designated as capital gain distributions (defined as the excess of net long-term capital gains over net short-term capital losses) are taxable to you as long-term capital gains irrespective of the length of time you have held your stock in the Fund. You will generally be taxed on dividends you receive from the Fund, regardless of whether they are paid to you in cash or are reinvested in additional Fund shares.

As with all mutual funds, the Fund will be required to withhold 30% of taxable distributions payable to you for payment of federal income taxes in the year 2003, 29% in the years 2004 and 2005 and 25% in the year 2006 and beyond, unless the Fund receives from you a Form W-9 election indicating you are not subject to back-up withholding. The Form W-9, also known as back-up withholding, will be supplied to new shareholders by Bridges Investor Services, Inc. at the time of initial subscription to shares of the Fund. You will be required to provide certain pertinent information on the Form W-9, or the Fund Account Application, including your social security or tax identification number.

There may be tax consequences to you upon the redemption (sale) of your Fund shares. You generally have a capital gain or loss from a disposition of shares. The amount of gain or loss and the tax rate will depend primarily upon how much you paid for your shares, the redemption (sale) price, and how long you held the shares.

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Shareholders who are tax-exempt entities with respect to federal and state income taxes will not be subject to tax on the income and capital gains distributions from the Fund. If you invest through a tax-deferred retirement account, such as an IRA, you generally will not have to pay tax on dividends until they are distributed from the account. These accounts are subject to complex tax rules, and you should consult your tax advisor about investment through a tax-deferred account.

The Fund, through an annual tax information letter and quarterly shareholder reports, will inform you of the amount and generic nature of such income and capital gains. Bridges Investor Services, Inc., through the annual Form 1099 or its substitute equivalent, will provide a report for each individual account within an appropriate time frame after the close of the Fund's fiscal year.

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BRIDGES INVESTMENT FUND, INC.

8401 West Dodge Road

256 Durham Plaza

Omaha, Nebraska 68114

(402) 397-4700

PROSPECTUS

April 29, 2003

Capital Stock

The STATEMENT OF ADDITIONAL INFORMATION (SAI), designated as Part B,

discusses the following topics:

General Information and History of the Fund

Investment Objectives and Policies

Management of the Fund

Control Persons and Principal Holders of Securities

Investment Advisory and Other Services

Brokerage Allocation and Other Practices

Capital Stock and Other Securities

Purchase, Redemption, and Pricing of Securities

Description of Fund Plans

Tax Status

Underwriters

Calculation of Performance Data

Financial Statements

Additional information about the Fund's investments is available in the annual and semi-annual reports to shareholders. In the Fund's Annual Report, you will find a discussion of market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

Further information about the fund (including the SAI) can also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. You may call 1-202-942-8090 for information about the operations of the public reference room. Reports and other information about the Fund are also available on the SEC's Website (http://www.sec.gov) or copies can be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102.   Please refer to Bridges Investment Fund Inc.'s Investment Company Act File No. 811-1209 when seeking information about the Fund from the Securities and Exchange Commission.

The Fund does not employ a financial intermediary for you to purchase or redeem shares or to issue publications, statements, or other information about our operation or organizations.

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BRIDGES INVESTMENT FUND, INC.

8401 West Dodge Road

Omaha, Nebraska 68114

(402) 397-4700

April 29, 2003

PART B

INFORMATION REQUIRED IN A STATEMENT

OF ADDITIONAL INFORMATION

Capital Stock

Special Notices

• This Statement of Additional Information is not a Prospectus.
• This Statement of Additional Information should be read in conjunction with the Prospectus of Bridges Investment Fund, Inc. dated April 29, 2003.
• Other Information, Part C, of the filing dated April 29, 2003, by Bridges Investment Fund, Inc. with the Securities and Exchange Commission may contain useful material for prospective investors and shareholders.
• A copy of the Prospectus of Bridges Investment Fund, Inc. and Part C may be obtained from the office of the Fund at the address shown above.
• The date of this Statement of Additional Information is April 29, 2003.

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TABLE OF CONTENTS

Location of Related			Location
Disclosure Info.			Page No.
in Prospectus			in This
Part A		Information Required in Statement of Additional Information	Part B
-	Cover Page		1
-	Table of Contents.		2
-	Fund History.		3
12	Description of the Fund and its Investments and Risks		3
12	Investment Policies, Strategies and Risks		3
-	Fund Policy Restrictions.		3
-	Portfolio Turnover.		5
14	Management of the Fund		6
-	Directors and Officers		6
-	Director Share Ownership		12
-	Meetings		12
-	Committees		12
-	Investment Advisory Contract		13
-	Code of Ethics		14
-	Compensation		15
-	Control Persons and Principal Holders of Securities		16
14	Investment Advisory and Other Services		18
-	Control Persons		18
-	Affiliated Persons		19
15	Advisory Fees		19
-	Expense Limitation		19
-	Services Performed on Behalf of Fund		19
-	Other Services		20
-	Independent Auditors		20
-	Brokerage Allocation and Other Practices		21
-	Investment Adviser's Trade Aggregation Policy		22
16	Capital Stock and Other Securities		22
-	Cumulative Voting		23
17	Purchase, Redemption, and Pricing of Securities Being Offered		23
-	General Information		23
16	Valuation		23
-	Specimen Price Make Up Sheet		23
-	Other Disclosures		23
-	Description of Fund Plans		24
-	Standard Retirement Plan		24
-	Individual Retirement Custodian Account Prototype		25
20	Tax Status		28
-	Underwriters		28
-	Calculation of Performance Data		28
5	Past Performance of Fund		29
-	Financial Statements		33
-	Appendix A   Specimen Price Make Up Sheet		34
-	Independent Auditors' Report		35
-	Schedule of Portfolio Investments		36
-	Statement of Assets and Liabilities		42
-	Statement of Operations		43
-	Statements of Changes in Net Assets		44
-	Notes to Financial Statements		45

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FUND HISTORY

The Fund was organized as an open-end investment company under the laws of Nebraska on March 20, 1963. The Fund commenced investment operations on July 1, 1963, and shares of Capital Stock were first sold to the general public on December 7, 1963. The Fund has conducted its business continuously since such time.

The Fund was created primarily for the purpose of extending the services of the investment management firm of Bridges Investment Counsel, Inc. to investors whose funds are too small to permit economical administration as separate accounts. By acquiring shares of the Fund, investors with smaller accounts obtain securities diversification and continuous investment supervision, although an investment in the Fund does not remove the market risk inherently involved in making securities investments.

Description of the Fund and Its Investments and Risks

Investment Policies, Strategies and Risks The primary investment objective of the Fund is long-term capital appreciation. The development of a moderate amount of current income is a secondary investment objective of the Fund. The Fund will invest in common stocks and securities convertible into common stocks to achieve its capital growth objective, bonds, debentures, and preferred stocks to meet its income objective. Refer to the Fund Prospectus for a complete discussion of the investment policy objectives for the Fund and the strategies employed to attain the Fund's objectives.

Fund Policy Restrictions The activities of the Fund and its investment policies are restricted as set forth in the Fund's Prospectus and in the following discussion. The restrictions described below cannot be changed without the approval of a majority of the outstanding voting securities of the Fund.

The Fund will not concentrate its investments in a particular industry or group of industries by committing more than 25% of total assets to securities in any one industry. With the exception of investments in U.S. government securities, the Fund will not make investments which will cause more than 5% of the total value of its assets (at the time of purchase) to be invested in the securities of any one issuer. Furthermore, in initial or subsequent investments, the Fund may not acquire more than 10% of the voting stock of any one issuer, and the Fund may not acquire more than 10% of any one class of the outstanding securities of any one issuer. For the purposes of this restriction, all kinds of securities of a company representing debt are considered as a single class irrespective of their differences, and all kinds of preferred stock of a company are considered a single class irrespective of their differences.

The Fund will not borrow money or pledge or mortgage its assets, except as a temporary measure, in which event total borrowings shall not exceed 10% of the value of its total assets. The Fund has never exercised the option to borrow money as a temporary measure. In addition, the Fund may not purchase securities on margin or make short sales. The Fund has authorized only one class of stock, and will not issue any preferred stock or other senior securities.

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The Fund will not make investments which will cause more than 5% of the value of its total assets (at the time of purchase) to be invested in securities of issuers which have a record of less than three years' operation.

The Fund will not invest in companies for the purpose of exercising control or management, and the Fund will not invest in securities of other investment companies except by purchase in open market, where no commission or profit to a sponsor or dealer results from such purchase other than the customary broker's commission, or where the acquisition is part of a plan of merger or consolidation. Such acquisitions, if any, of the securities of other registered investment companies by the Fund are not permitted if immediately after such purchase or acquisition:

1. The Fund owns in the aggregate more than 3% of the outstanding voting stock of another investment company;
2. The shares of the other registered investment company have an aggregate value in excess of 5% of the value of the total assets of the Fund; or
3. The shares of the other registered investment company and all other investment companies have an aggregate value in excess of 10% of the value of the total assets of the Fund.

Each investment of the Fund will be made with the expectation that the security acquired will be held for the long term. The Fund will not purchase securities with a view towards rapid turnover for capital gains. However, the management may sell securities for short term gains or losses if new information or changes in market conditions indicate such selling action is advisable.

The Fund will not invest outside of the area of securities. It will not purchase or sell real estate, commodities or commodity contracts. The Fund will not make loans to other persons. (The acquisition of a portion of an issue of publicly distributed bonds, debentures, or other debt securities is not to be considered the making of a loan.)

The Fund will not engage in the underwriting of the securities of other issuers.

The Fund will not purchase restricted or non-registered securities.

The Fund will not purchase or sell put or call options, except the Fund may write or sell call options against shares held in its securities portfolio on the American Stock Exchange, Inc., the Chicago Board Options Exchange, Incorporated, the Pacific Stock Exchange Incorporated, and the PBW Stock Exchange, provided that any such call options will be limited to shares of common stocks which have an aggregate market value of less than 10% of the total value of the Fund's assets at the time of the transaction, and further provided that not more than one-half of the shares held in any one issuer will be eligible for the writing of such call options. The Fund may purchase a call option with terms identical to a call option which has been previously written in order to liquidate or close an existing call option position. As of December 31, 2002, the Fund has not exercised its authority to write a covered call option.

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The Fund may purchase bonds, debentures, and preferred stocks which have one or more interest or dividend payments in arrears, but, nevertheless, offer prospects of resuming the payment of the arrearage plus the current income rate. Such securities may offer a significant price improvement from a depressed level, thereby creating a capital gain potential similar to the advancement possible for common stock selections. The risk of owning this type of security is that income payments will not be resumed or that the principal will never be repaid. Further, the Fund may acquire issues, sometimes known as "junk bonds", with above average yield and balance sheet risk. The purchase of this lower grade of securities will be limited to 5% of the value of the total assets of the Fund. This permitted investment policy has seldom been used in the past history of the Fund, and it would only be employed in an exceptionally attractive circumstance in the judgment of the investment manager.

With respect to the ownership of U.S. Government securities, the Fund will invest primarily in issues of the U.S. Treasury that are backed by the full faith and credit of the United States of America. The Fund may purchase U.S. Treasury Bills, short term; U.S. Treasury Notes, intermediate term; and U.S. Treasury Bonds, long term instruments depending upon the attractiveness of interest rates and the expected trends of these yields in the future.

Portfolio Turnover   In the ten years ending December 31, 2002, the portfolio turnover rate for the Fund ranged from a high of 24% in 1998 to a low of 7% in 1995. The median portfolio turnover for the past 10 years was 12.5% and the average portfolio turnover rate for such period was 14%. The portfolio turnover rate in 2002 was 23% while in 2001 it was 14%. The Fund does not plan to materially change its portfolio turnover rate more than the ranges experienced in the past ten years; however, portfolio rates could increase significantly in order to respond to turbulent conditions in the securities market. Refer to Financial Highlights in the Prospectus for detailed year-to-year information on the portfolio turnover rate.

The rate of portfolio turnover is calculated by dividing (a) the lesser of purchases or sales of portfolio securities for the reporting period by (b) the monthly average of the value of the portfolio securities owned by the Fund during the reporting period. Such monthly average is calculated by totaling the market values of the portfolio securities as of the beginning and end of the first month of the reporting period and as of the end of each of the succeeding months in the period and dividing the sum by the number of months in the period plus one.

For purposes of this calculation, there is excluded from both the numerator and denominator all securities, including options, whose maturity or expiration date at the time of acquisition were one year or less. All long-term securities, including long-term U.S. Government securities, are included. Purchases include any cash paid upon the conversion of one portfolio security into another. Purchases also include the cost of rights or warrants purchased. Sales include the net proceeds from the sale of rights or warrants and the net proceeds of portfolio securities which have been called or for which payment has been made through redemption or maturity.

In general, portfolio turnover rises when securities held need to be repositioned to adapt the Fund's investment position to new opportunities or to protect against unforeseen, adverse market circumstances.

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MANAGEMENT OF THE FUND

Directors and Officers

The Board of Directors of the Fund is responsible for the management of the business affairs of the Fund. The day-to-day operation of the Fund is handled by the officers who are chosen by, and accountable to, the Board of Directors. The officers have at their disposal the services of the investment adviser, Bridges Investment Counsel, Inc. This Firm is obligated under its investment advisory contract with the Fund to perform all services necessary in connection with the management of the Fund. The business experience of each of the officers and directors of the Fund and of the investment adviser during the past five years is described below. Information for directors who are "interested persons" of the Fund is set forth in a separate table. 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 gu idance to investment companies about the types of professional and business relationships that may be considered to be material for purposes of Section 2(a)(19). Interested persons include a director or officer of the Fund who has a significant or material business or professional relationship with the Fund's investment adviser, Bridges Investment Counsel, Inc.

Disinterested Directors

Name, Age, Position with Fund and Term of Office	Principal Occupation(s) and Directorships*
Frederick N. Backer, 70 Director (1979 to present)	Mr. Backer is currently President of JAT Investments, Limited, formerly JAT Corp., a private investment concern that operated a restaurant for twenty-five years. His responsibilities as President of JAT Corp. commenced in August, 1972.
N. Phillips Dodge, Jr., 66 Director (1983 to present)	Mr. Dodge is President of N. P. Dodge Company, a leading commercial and residential real estate brokerage concern in the area of Omaha, Nebraska. Mr. Dodge has held this position since July, 1978. Mr. Dodge is also a principal officer and director of a number of subsidiary and affiliated companies in the property management, insurance, and real estate syndication 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 1, 2000, for a six year term.
John W. Estabrook, 75 Director (1979 to present)	Mr. Estabrook was the Chief Administrative Officer of the Nebraska Methodist Hospital and its holding company, Nebraska Methodist Health System, in Omaha, Nebraska, beginning June, 1959. Effective January 1, 1987, Mr. Estabrook relinquished the position of President of Nebraska Methodist Hospital, assuming the Presidency of the Nebraska Methodist Health System until his retirement on August 31, 1992.

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Name, Age, Position with Fund and Term of Office	Principal Occupation(s) and Directorships*
Jon D. Hoffmaster, 55 Director (1993 to present)	Mr. Hoffmaster was employed from 1987 to 1998 by InfoUSA, where he served as President and Chief Operating Officer, Chief Financial Officer, Executive Vice President and director. From 1980 to 1987, Mr. Hoffmaster was President and Chief Executive Officer of First National Bank of Bellevue, Nebraska.
John J. Koraleski, 52 Director (1995 to present)	Mr. Koraleski is Executive Vice President-Marketing & Sales of the Union Pacific Railroad Company headquartered in Omaha, Nebraska. Mr. Koraleski was employed by Union Pacific in June, 1972, where he has served in various capacities. He was promoted to his present position in March, 1999. As the Executive Vice President-Marketing & Sales, Mr. Koraleski is 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. He is Vice President-Finance and a Member of the Board of Trustees for Union Pacific Foundation. Prior to his current position, Mr. Koraleski was the Railroad's Chief Financial Officer, Controller of Union Pacific Corporation, and was responsible for the Railroad's Information Technologies and Real Estate Departments.
Roger A. Kupka, 72 Director (1982 to present)	Mr. Kupka was the President and Chief Executive Officer and principal owner of Nebraska Builders Products Co. of Omaha, Nebraska. He held this position from 1969 until November, 1986, when he sold the company. During the past five years, Mr. Kupka served on the Board of Directors of PSI Group, which was one of the largest mail sorting companies in North America with over 800 employees and 12 operational centers throughout the U.S. In 2002, PSI Group was sold to Pitney-Bowes.
Gary L. Petersen, 59 Director (1987 to present)	Mr. Petersen is the retired President of Petersen Manufacturing Co. Inc. of DeWitt, Nebraska. Mr. Petersen commenced employment with the Company in February, 1966. He became President in May, 1979, and retired in June, 1986. Petersen Manufacturing Co. Inc. produced a broad line of hand tools for national and worldwide distribution under the brand names Vise-Grip, Unibit, Prosnip, and Punch Puller.
John T. Reed, 59 Director (1999 to present)	Mr. Reed is Chairman of HMG Realty Advisors, LLC of Omaha, Nebraska, and a member of the Board of Directors of McCarthy Group, Inc. Mr. Reed was formerly a partner with an international public accounting firm for 32 years before retiring in August, 1996.

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Name, Age, Position with Fund and Term of Office	Principal Occupation(s) and Directorships*
Roy A. Smith, 69 Director (1976 to present)	Mr. Smith was President of H. P. Smith Motors, Inc. for decades until the Company was sold to a new owner in the Third Quarter of 1997. Mr. Smith is currently President of Old Mill Toyota of Omaha, Nebraska, and is a director of the Mid City Bank of Omaha. Mr. Smith has been designated as the Lead Independent Director of the Fund.
Janice D. Stoney, 62 Director (1999 to present)	Mrs. Stoney retired as Executive Vice President, Total Quality System, US WEST Communications in December, 1992. Mrs. Stoney began her career within the telephone industry as a service representative with the Northwestern Bell Telephone Company in August, 1959. Mrs. Stoney earned various officer positions that culminated in becoming President of Northwestern Bell Telephone Company from 1987 to 1989 and President of the Consumer Division of US WEST from 1989 to 1991. During her distinguished business career, Mrs. Stoney has served on the Board of Directors of the Federal Reserve Bank, Tenth District, Omaha Branch, from 1984 to 1988; the Northwestern Bell Telephone Company, 1985 to 1990; Tennant Company located in Minneapolis, Minnesota from 1986 to 1995; and US WEST Communications Group, Inc. 1989 to 1992. Mrs. Stoney currently serves on the Board of Directors of the Whirlpool Corporation, headquartered in Benton Harbor, Michigan where she has served since 1987. Sh e was elected in 1999 as a Director of Williams Cos. headquartered in Tulsa, Oklahoma.
L.B. Thomas, 66 Director (1992 to present)	Mr. Thomas retired in October, 1996, from ConAgra, Inc. He retired as Senior Vice President, Risk Officer and Corporate Secretary for ConAgra, Inc., headquartered in Omaha, Nebraska. ConAgra has sales of approximately $25 billion world-wide and is the second largest processor of food products in the United States. 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.

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Name, Age, Position with Fund and Term of Office

Principal Occupation(s) and Directorships*

John K. Wilson, 48 Director (1999 to present)

Mr. Wilson is President of Durham Resources, LLC. Durham Resources, LLC is a privately held investment company headquartered in Omaha, Nebraska. Mr. Wilson commenced his career with Durham Resources, LLC in February, 1983. Prior to becoming President in May, 1994, Mr. Wilson served in the position of Secretary-Treasurer and Vice President-Finance. Mr. Wilson currently serves on the Advisory Board, U.S. Bank National Association, Omaha, Nebraska.

* 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 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).

Name, Age, Position with Fund and Term of Office

Principal Occupation(s) and Directorships*

Edson L. Bridges II, 70 (1) Chairman (1997 to present) Chief Executive Officer (1997 to present) Director (1963 to present)

Mr. Bridges became Chairman and Chief Executive Officer of Bridges Investment Fund, Inc. on April 11, 1997, after serving as President from September 28, 1970 through April 11, 1997. In September, 1959, Mr. Bridges became associated with the predecessor firm to Bridges Investment Counsel, Inc. and is presently the President and Director of Bridges Investment Counsel, Inc. Mr. Bridges is also President and Director of Bridges Investor Services, Inc., a company that became Transfer Agent and Dividend Disbursing Agent effective October 1, 1987. Mr. Bridges is President and Director of Provident Trust Company, chartered to conduct business on March 11, 1992, and, since December 2000, Director of Bridges Investment Management, Inc., an investment management firm.

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Name, Age, Position with Fund and Term of Office

Principal Occupation(s) and Directorships*

Edson L. Bridges III, 44 (2) President (1997 to present) Director (1991 to present)

Mr. Bridges has been a fulltime member of the professional staff of Bridges Investment Counsel, Inc. since August 1983. Mr. Bridges has been responsible for securities research and the investment management for an expanding base of discretionary management accounts, including the Fund, for more than eight years. Mr. Bridges was elected President of Bridges Investment Fund, Inc. on April 11, 1997, and he assumed the position of Portfolio Manager at the close of business on that date. Mr. Bridges has been Executive Vice President-Investments of Bridges Investment Counsel, Inc. since February, 1993, and he is a Director of that firm. Mr. Bridges is 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 Oc tober, 1990.

* 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 and a director and officer of the Fund's investment adviser, Bridges Investment Counsel, Inc.

(2) 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 Counsel, Inc.

The officers of the Fund as disclosed herein have been elected by the Board of Directors on April 12, 2002, and their terms of office run from April 13, 2002, to April 13, 2003.

Additional Officers of the Fund

Name, Age, Position with Fund and Term of Office

Principal Occupation(s) and Directorships*

Nancy K. Dodge, 41 Treasurer (1986 to present)

Mrs. Dodge has been an employee of Bridges Investment Counsel, Inc. since January, 1980. Her career has progressed through the accounting department of that Firm, to her present position as Vice President of Fund Services. Mrs. Dodge is the person primarily responsible for day to day operations for the Fund, and she is also the key person for handling relations with shareholders, the custodian bank, and the auditor. Mrs. Dodge is an officer and Director of Bridges Investor Services, Inc., and a Trust Administrator for Provident Trust Company.

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Name, Age, Position with Fund and Term of Office	Principal Occupation(s) and Directorships*
Brian Kirkpatrick, 31 Vice President (2000 to present)	Mr. Kirkpatrick has been an employee of Bridges Investment Counsel, Inc. since August 24, 1992. Mr. Kirkpatrick has been a full-time member of the professional staff of Bridges 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 is also a Trust Assistant for Provident Trust Company.
Mary Ann Mason, 51 Secretary (1987 to present)	Mrs. Mason has been an employee of Bridges Investment Counsel, Inc. since June, 1981. Her career has been mainly in the staff services area as a secretary. Mrs. Mason is also 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, 36 Assistant Treasurer (2000 to present)	Mrs. Morris has been an employee of Bridges Investment Counsel, Inc. since August, 1992. Her career with Bridges Investment Counsel, Inc. has been largely in the client accounting area. In recent years, Mrs. Morris has been the primary accounting person to determine the daily net asset value for the shares of the Fund. 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, 59 Assistant Secretary (1995 to present)	Mrs. Stranik has been an employee of Bridges Investment Counsel, Inc. since January, 1986. Mrs. Stranik has functioned as an executive secretary to both Edson L. Bridges II and Edson L. Bridges III throughout her career with the Fund. Mrs. Stranik is Vice President of Administration for the Fund's investment manager, an officer and director of Bridges Investment Services, Inc., Assistant Secretary, Assistant Treasurer and Trust Officer for Provident Trust Company, and Assistant Secretary and Assistant Treasurer for Bridges Investment Management, Inc.
Trin Wu, 45 Controller (2001 to present)	Mrs. Wu has been an employee of Bridges Investment Counsel, Inc. since February 1, 1997. Mrs. Wu has functioned as the lead accountant for the day to day operation of the Fund. Prior to employment at 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.

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

Director Share Ownership

Set forth below are the dollar ranges of securities of the Fund beneficially owned by each director as of December 31, 2002.

Name of Director or Nominee	Dollar Range of Equity Securities in the Fund
	None	$1 to $10,000	$10,001 to $50,000	$50,001 to $100,000	Over $100,000
Frederick N. Backer				X
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
Roger A. Kupka					X
Gary L. Petersen					X
John T. Reed		X
Roy A. Smith					X
Janice D. Stoney			X
L.B. Thomas			X
John K. Wilson			X

Meetings

During 2002, the Board of Directors held five meetings, the Administration and Nominating Committee held four meetings and Audit Committee held three meetings. Members of the various committees are listed on page 13 of this Part B. Fund Directors Edson L. Bridges II, Edson L. Bridges III and Janice D. Stoney had a 100% attendance record at all meetings of the Board of Directors and all meetings of committees of which they are members. All other directors had an attendance record of at least 75% for all meetings of Board of Directors and all meetings of committees of which they are members (on a combined basis), with the exception of Jon D. Hoffmaster and John J. Koraleski, who had attendance records of 66% and 55% respectively for all meetings of Board of Directors and all meetings of committees of which they are members (on a combined basis).

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.

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. The Administration and Nominating Committee will consider nominees recommended by Fund shareholders. Such 

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

ADMINISTRATION AND NOMINATING COMMITTEE	AUDIT COMMITTEE
Frederick N. Backer	John W. Estabrook
N. P. Dodge, Jr., Chairman	Jon D. Hoffmaster
Roger A. Kupka	John J. Koraleski
Gary L. Petersen	John T. Reed, Chairman
Roy A. Smith	L.B. Thomas
Janice D. Stoney	John K. Wilson

Mr. Roy A. Smith is the Lead Independent Director of the Fund, and, in that capacity, Mr. Smith coordinates the activities of these two committees with the management of the Fund.

Investment Advisory Contract

On April 17, 1963, the Board of Directors of the Fund approved an investment advisory contract to be entered into between the Fund and Bridges Investment Counsel, Inc., the investment adviser, located at 256 Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska. The management contract continues in effect only so long as such continuance is specifically approved at least annually by the Board of Directors, or by vote of a majority of the outstanding voting securities of the Fund; in either case, the terms of this Agreement and any renewal thereof must have been approved by the vote of a majority of Directors who are not parties to such contract or Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The contract may be terminated by either party on sixty days' written notice and terminates automatically if assigned. The contract was last submitted to the Fund's shareholders for their approval on February 18, 2003, and the purpose of that submission was to secure a continuation of the contract with Bridges Investment Counsel, Inc. for the period from April 17, 2003, through April 17, 2004.

The recommendation to continue the contract past April 17, 2003, was made by the independent members of the Board of Directors at a meeting called for that purpose on December 10, 2002. This recommendation was then favorably acted upon at the Regular Meeting of the Board of Directors on January 14, 2003, for submission to the shareholders for action on February 18, 

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2003. Prior to recommending approval of the investment adviser contract, the independent Directors of the Fund reviewed the financial resources of the investment adviser, 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 the investment adviser is willing to commit to the management of the Fund, its compliance program, the cost of comparable services and the benefits received by the investment adviser. 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 pr ior 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 its investment adviser. The Fund's Board of Directors reviewed an annual disclosure on soft dollar commission arrangements of the investment adviser and the benefits that the investment adviser and its clients may receive from the Fund's portfolio transactions at its April 12, 2002 Board meeting. 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.

Code of Ethics

Rule 17j-1 under the 1940 Act requires all registered investment companies and their investment advisers to adopt written codes of ethics and institute procedures designed to prevent "access persons" (as defined in Rule 17j-1) from engaging in any fraudulent, deceptive or manipulative trading practices. The Fund and Bridges Investment Counsel, Inc. originally adopted a code of ethics in January, 1982, which was amended in 1994. On October 12, 1999, the Board of Directors for the Fund and the Board of Directors for its investment adviser, Bridges Investment Counsel, Inc., adopted a joint Restated Code of Ethics (the "Code") that incorporates personal trading policies and procedures applicable to access persons of the Fund and of Bridges Investment Counsel, Inc. The Code has been designed to address potential conflict of interests that can arise in connection with the trading activities of the Fund and investment advisory personnel. Generally, under SEC Rule 17j-1, access persons incl ude directors and officers of the Fund and Bridges Investment Counsel, Inc., as well as employees who in connection with their regular duties, make, participate in, obtain information regarding, or make recommendations concerning, the purchase or sale of securities by the Fund.

Pursuant to the Code, access persons are generally permitted to engage in personal securities transactions, provided that such access person does not purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale (a) is being considered for purchase or sale by the Fund; or (b) is being purchased or sold by the Fund; or (c) has been purchased or sold by the Fund within the most recent 15 days. In addition, the Code requires access persons to preclear personal securities investments before such transactions are initiated, and to internally report all personal securities transactions quarterly, as well as annual disclosure of all personal securities holdings and personal financial liabilities. Disinterested directors of the Fund are not required to make such reports unless the director knew, or in the ordinary course of fulfilling his or her duties, should 

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have known, of the Fund's consideration of, or the actual purchase or sale of the security purchased or sold by the Fund within the applicable time period.

Compensation

No direct compensation or other remuneration was paid to the officers of Bridges Investment Fund, Inc. by the Fund in 2002. However, the Independent Directors as a group were paid a total of $17,334 by Bridges Investment Counsel, Inc. for their attendance at Audit Committee, Administration and Nominating Committee, and Board of Directors meetings during 2002. Subsequently, Bridges Investment Counsel, Inc. was reimbursed by the Fund for the actual fees paid to Independent Directors in the calendar quarter that follows the actual attendance by the member of the Board for regular meetings and special or committee sessions.

During 2003, each Director of the Fund will be paid a fee of $300 for each meeting of the Board of Directors at which he or she is in attendance. Each Independent Director will receive a fee of $150 for each Committee Meeting attended when held on a separate date from the regularly scheduled meeting of the Board of Directors. No fee will be paid for a committee session 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 that confirmed these prospective payments at their meeting that was held on December 10, 2002.

The compensation information on the following page 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 (2002):

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Compensation Table

Name of Person, Position	Aggregate Compensation From Fund	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From Fund Paid to Directors
Executive Officers:
Edson L. Bridges II Chairman and CEO, and Director	None	None	None	None
Edson L. Bridges III	None	None	None	None
President and Director
Directors of the Fund:
Frederick N. Backer	None	None	None	None
N. P. Dodge, Jr.	None	None	None	None
John W. Estabrook	None	None	None	None
Jon D. Hoffmaster	None	None	None	None
John J. Koraleski	None	None	None	None
Roger A. Kupka	None	None	None	None
Gary L. Petersen	None	None	None	None
John T. Reed	None	None	None	None
Roy A. Smith	None	None	None	None
Janice D. Stoney	None	None	None	None
L.B. Thomas	None	None	None	None
John K. Wilson	None	None	None	None

Fund directors and officers do not receive any pension, retirement, or other plan benefits from the Fund.

Control Persons and Principal Holders of Securities

No person or shareholder has control of Bridges Investment Fund, Inc. Control is defined to mean the beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of the Fund.

Provident Trust Company of Omaha, Nebraska, had 195 shareholders as of December 31, 2002, no one of whom owned more than 3.7% of the total outstanding voting shares of common stock. Provident Trust Company is managed by personnel of Bridges Investment Counsel, Inc. under a Management Agreement. At December 31, 2002, 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: 158,076 shares as sole trustee, and 16,608 shares as co-trustee with an individual. The total shares held by Provident Trust Company in these two capacities is 174,684. The number of shares that Provident Trust Company has the right to vote in its capacity as trustee or co-trustee is 8.78% of the total Fund shares outstanding on December 31, 2002. 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 the Proxy Statement in the name of the trust account or the beneficial 

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owners. Provident Trust Company's practice with respect to voting shares of the Fund will be to deliver proxies to the beneficial owners or other representatives for the customer accounts in all situations where such policy is administratively feasible and legally possible. Provident Trust Company has officers who are not employees of Bridges Investment Counsel, Inc. or officers of Bridges Investment Fund, Inc. who may vote proxies for trust customers in those instances where an independent point of view and the avoidance of a conflict of interest are important considerations. Fund Directors Frederick N. Backer, John W. Estabrook, Edson L. Bridges II and Edson L. Bridges III are also Directors of Provident Trust Company.

The officers and directors of the Fund owned beneficially and of record, or had the power to vote, 227,056 shares of the Fund, which was equal to 11.41% of the 1,989,517 shares outstanding as of January 31, 2003.

With respect to the attributed beneficial share interests reported for officers of the Fund for holdings of the Fund by the Bridges Investment Counsel, Inc. Pension Plan and the Bridges Investment Counsel, Inc. Profit Sharing Trust, all shares allocated to the accounts of participants are estimates as of January 31, 2003. While the aggregate shareholding numbers are accurate, the Trustees of the Profit Sharing Trust had not reported the allocations to participants for December 31, 2002, as of the filing date of this Statement of Additional Information because the financial information upon which the allocations are made to participants was not yet complete, and such information usually is not available for a variety of reasons, including consideration related to the filing of the corporate Federal Income Tax for Bridges Investment Counsel, Inc. Accordingly, the disclosure of beneficial interests in the Pension Plan are stated as of December 31, 2002, the allocations of percentage interests for the Pro fit Sharing Trust are attributed interests as of December 31, 2002 as well. This methodology was used to disclose the beneficial interest in these trusts as of January 31, 2003.

Bridges Investment Counsel, Inc., investment adviser to the Fund, has a Cash or Deferred Profit Sharing Plan and Trust (the Profit Sharing Trust) and a Pension Plan and Trust 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 Profit Sharing Trust, owned 43,351 Fund shares for the benefit of the Plan participants. Provident Trust Company, as Trustee of the Pension Plan and Trust held 12,807 shares of the Fund on behalf of the Pension Plan participants. The beneficial interests (based on the allocations of percentage interests as described below) of the officers and employees of Bridges Investment Counsel, Inc. in the Profit Sharing Plan and Trust and the Pension Plan and Trust who are also directors and officers of the Fund are included in the aggregate total of beneficial stock ownership stated above as of January 31, 2003.

Bridges Investment Counsel, Inc. initiated a 401(k) additional feature to the Firm's Profit Sharing Trust in 1988. Provident Trust Company Trustee holds 11,716 shares for six participants who are officers of the Fund and its investment advisers: Edson L. Bridges III, whose ownership interest is 5,102 shares, Mary Ann Mason, whose ownership interest is 2,883 shares, Kathleen J. Stranik, whose ownership interest is 899 shares, Brian M. Kirkpatrick, whose ownership interest is 1,676 shares, Linda J. Morris, whose ownership interest is 410 shares, and Trin Wu, whose ownership interest is 746 shares.

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With respect to shares reported for beneficial interests held in the Profit Sharing Plan and Trust, the shares shown are based upon September 30, 2002 actual figures, and the shares of the Pension Plan and Trust of Bridges Investment Counsel, Inc. shown are based upon actual figures as of the December 31, 2002 allocations of percentage interests in the retirement plans for each employee. However, actual ownership at December 31, 2002, will vary from the reported shares based upon new entrants to the plans, changes in compensation levels for existing participants, and other factors that determine a participant's percentage interest in each of these plans. These determinations may not be finalized before March 31, 2003 for both the Profit Sharing Plan and Trust; thus, the disclosures of beneficial interests as of January 31, 2003, are the best estimates possible from the available information as of the date of this Statement of Additional Information, except the beneficial interests in the Pension Plan have been determined to be correct for December 31, 2002.

Unless otherwise noted, all disclosures of shareholder ownership in this section of the Statement of Additional Information are made as of the close of business on January 31, 2003.

Investment Advisory and Other Services

Control Persons Two persons, Edson L. Bridges II and Edson L. Bridges III, of the fourteen members of the Board of Directors of the Fund are also directors and officers of the investment adviser, Bridges Investment Counsel, Inc.

Mr. Bridges is President and director of Bridges Investment Counsel, Inc. and Chairman and Chief Executive Officer and director of Bridges Investment Fund, Inc. The total of 600 shares of capital stock of the investment adviser are owned as follows: Edson L. Bridges II, 525 shares; Edson L. Bridges III, six shares; Sally S. Bridges, wife of Edson L. Bridges II, three shares; and National Bank of Commerce, as Trustee for the Bridges Investment Counsel, Inc. Profit Sharing Trust, 66 shares. The Bridges Investment Counsel, Inc. shares held by Edson L. Bridges II and Edson L. Bridges III are held in a voting trust with Edson L. Bridges II and Edson L. Bridges III as co-trustees, in order to comply with Nebraska Department of Banking, Bureau of Securities regulations concerning control of investment advisory representatives.

Sally S. Bridges, Edson L. Bridges II, and Edson L. Bridges III are the three directors of Bridges Investment Counsel, Inc. Mr. and Mrs. Edson L. Bridges II have been directors of Bridges Investment Counsel, Inc. since January 2, 1963. Mr. Edson L. Bridges III was elected a Director on December 30, 1987.

A change in the control of ownership of Bridges Investment Counsel, Inc., which would cause the current advisory agreement with the Fund to be terminated, may occur as a result of the death, disability or retirement of Edson L. Bridges II, who currently owns 87.5% of its common stock. As a result, and as part of its prudent long range planning to establish an orderly and well-managed transfer of advisory relationships, Bridges Investment Counsel, Inc. formed Bridges Investment Management, Inc., as a wholly-owned subsidiary in late 1994, and has provided working capital and other resources to it since 1995. Bridges Investment Management, Inc. filed a Form ADV with the Securities and Exchange Commission which became effective December 9, 1999, and commenced its advisory business for clients in the first quarter, 2000. The directors of Bridges Investment Management, Inc. are currently Edson L. Bridges II, Edson L. Bridges III, and Deborah 

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L. Grant. The officers of Bridges Investment Management, Inc. are currently Edson L. Bridges III, President and Chief Executive Officer; Deborah L. Grant, Vice President and Chief Operating Officer; Nancy K. Dodge, Vice President; Brian M. Kirkpatrick, Vice President; Patricia S. Rohloff, Vice President; Mary Ann Mason, Secretary/Treasurer; and Kathleen J. Stranik, Assistant Secretary/Assistant Treasurer. Edson L. Bridges II is employed as an Executive Administrator to assist with management and administrative functions. Effective December 15, 2000, Bridges Investment Management, Inc. separated from Bridges Investment Counsel, Inc. and is no longer a wholly-owned subsidiary of Bridges Investment Counsel, Inc. Edson L. Bridges III currently owns 76.5% of the voting common stock and 63.9% of the total equity (voting and nonvoting stock) of Bridges Investment Management, Inc., with the remaining common stock owned by various Bridges Investment Management, Inc. employees, including the officers and directors described above. Edson L. Bridges II and Edson L. Bridges III, as co-trustees, have the right to vote Bridges Investment Management, Inc. 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.

Bridges Investment Counsel, Inc., as investment adviser to the Fund, has reviewed with the Fund Board of Directors the possible transfer of the investment advisory relationship from Bridges Investment Counsel, Inc. to Bridges Investment Management, Inc. Since the management and professional personnel associated with Bridges Investment Management, Inc. would be substantially the same as those currently associated with Bridges Investment Counsel, Inc., any such transfer would not be expected to change the investment policies or strategies used in the past with respect to the Fund. The possible transfer of the investment advisory relationship remains under review, and there is currently no specific schedule to propose any such transfer to Fund shareholders for consideration, and no assurance or commitment that such action will be taken. Bridges Investment Counsel, Inc. is expected to continue as investment adviser to the Fund for the year 2003.

Affiliated Persons As directors and officers of both Bridges Investment Counsel, Inc. and Bridges Investment Fund, Inc., Mr. Edson L. Bridges II and Mr. Edson L. Bridges III are affiliated persons of both organizations. There are no other affiliated persons of the investment adviser and the Fund.

Advisory Fees Bridges Investment Fund, Inc. paid Bridges Investment Counsel, Inc. the following dollar amounts for the last three fiscal years as an investment advisory fee: $369,341 in 2000, and $315,093 in 2001, and $258,339 in 2002. These fees are based on the month-ending net assets, averaged for a three-month period, and a 1/8 of 1% fee basis is applied to the resulting number. The annual fee basis is 1/2 of 1%. The annual fee is the sum of the four quarterly fees. The advisory fee was not reduced by any credits during the last three fiscal years.

Expense Limitation Bridges Investment Counsel, Inc. has agreed with the Fund to pay any expenses, properly owed by the Fund, which exceed 1 1/2% of the average net assets for any year. There have been no expense reimbursements during the last three fiscal years.

Services Performed on Behalf of Fund Services which are supplied or paid for wholly or in substantial part by the investment adviser in connection with the investment advisory contract are: occupancy and office rental; registration and filing fees; salaries and compensation of the Fund's officers; trading department for securities; and Prospectus preparation and printing. In effect, 

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Bridges Investment Counsel, Inc. supplies all personnel, equipment, facilities, and administrative services at its expense that would be provided for all investment advisory clients of the Firm. In addition, Bridges Investment Counsel, Inc. pays for all expenses of maintaining federal and state registrations and the majority of legal expenses of the Fund including the costs associated with Master Plans for Standard Retirement Plans and Individual Retirement Act accounts. However, the legal fees for legal counsel for the independent directors will impose on-going legal expenses for the Fund. Lastly, the Investment Adviser performs all services not specifically identified to ensure an orderly business operation of the Fund.

The Fund pays Bridges Investment Counsel, Inc. for accounting, clerical, and bookkeeping services related solely to special functions for the Fund and for postage, stationery, forms, supplies and printing, including quarterly reports to shareholders. Bridges Investment Counsel, Inc. provides the staff personnel and services for these tasks, and the Advisory Firm is reimbursed at its cost for these services.

Other Services The Fund pays for the services of the independent auditor. The Fund also pays the fees and costs of First National Bank of Omaha, Nebraska, the Fund Custodian. The Fund also bears the cost of the insurance premiums to provide $525,000 in fidelity and errors and omissions coverages under an Investment Company Blanket Bond effective April 1, 1988. ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont 05402-0730 is the carrier supplying the coverage.

Bridges Investor Services, Inc., 8401 West Dodge Road, Omaha, Nebraska 68114, acts as Dividend Disbursing and Transfer Agent for the Fund. For its services as transfer agent, Services is paid a quarterly fee by the Fund of $325 ($1,300 annually). This is a fixed fee which covers transfer agent costs, regardless of the number of Fund share transactions. For its services as dividend disbursing agent, Services is paid by the Fund a fixed fee quarterly of $300 ($1,200 annually). The Fund also pays Services a quarterly fee of $225 ($900 annually) for administrative services provided to the Fund, as well as a quarterly fee for reimbursement for Account Activity in the amount of $2,100 per quarter. In addition to these fixed fees, the Fund pays to Services a $1.00 per transaction fee for opening a new account and transfers in, and a $1.50 per transaction fee for Fund share redemptions and transfers out. Other administrative and operational services provided to the Fund, including preparation and mailing of t ax forms on behalf of the Fund, are billed on a time basis of $30 per hour. The Fund reimburses Services for postage and other out-of-pocket disbursement costs. Services also charges transactional fees to shareholders of the Fund as described in the Fund's Prospectus. For the year ended December 31, 2002, the Fund paid a total of $27,241 to Services for all services provided to the Fund during 2002 (excluding reimbursement for expense disbursements by Services on behalf of the Fund).

Independent Auditors Deloitte & Touche LLP, First National Tower, 1601 Dodge Street, Suite 3100, Omaha, Nebraska 68102 conducts the annual audit of the Fund's financial statements in accordance with auditing standards generally accepted in the United States of America. Representatives of Deloitte & Touche LLP meet with the Audit Committee of the Board of Directors to establish the scope of the audit. The federal and state income tax returns are prepared by Deloitte & Touche LLP. Lastly, Deloitte & Touche LLP, the Fund's auditors for fiscal year 2002, along with KPMG LLP, the Fund's auditors for fiscal years 2000 and 2001, provides consents to permit the filing of financial statements with appropriate documents with the Securities and Exchange Commission.

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On August 20, 2002, KPMG LLP resigned as the Fund's independent auditor, which action was accepted by the Audit Committee. The resignation of KPMG LLP was due to the impairment of independence under current interpretations of the Accounting Professional Code of Ethics caused by the acquisition of the Omaha office of Arthur Andersen LLP by KPMG LLP's Omaha office in mid-2002. A partner coming from Arthur Anderson LLP to KPMG LLP is related to a member of the Fund's Board of Directors.

While service was provided by KPMG LLP as the Fund's independent auditor, including the Fund's two most recent fiscal years, and the interim period preceding such resignation, the reports of KPMG LLP contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. There were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make reference to the subject matter of the disagreement in connection with their report.

The Fund, with the approval of the Audit Committee and subsequent approval by the Board of Directors, approved the engagement of Deloitte & Touche LLP as its new independent auditor of the Fund on November 25, 2002, for the fiscal year ending December 31, 2002. On January 14, 2003, the independent members of the Board of Directors recommended the selection of Deloitte & Touche LLP as auditors for the Fund for the year ending December 31, 2003, and the Board directed the submission of this recommendation to the shareholders for ratification. On February 18, 2003, through a Proxy solicited for the Annual Shareholder Meeting, the shareholders ratified the selection of Deloitte & Touche LLP as the auditor for the year-ending 2003.

Brokerage Allocations and Other Practices

Transactions in the Fund's portfolio of securities are effected through a number of brokers to reflect the availability of security research information, execution and other open market services, and goodwill or other factors.

The total brokerage fees paid on securities transactions for the Fund for the last three fiscal years were: $45,378 in 2000, $41,226 in 2001, and $56,664 in 2002. The Fund's management has no plans to vary the brokerage commission activity from the pattern shown during the last three fiscal years. During 2002, brokerage commissions attributed to security research information was 100% of the total, while there were no commission dollars attributed to special brokerage services or good will.

Eighteen brokers were used by the Fund during 2002, resulting in an average compensation per brokerage firm of $3,148. The largest amount received by any firm was $14,997. The Fund has no plans to concentrate securities transaction orders with any single broker or group of brokers. There were no brokerage concerns or individuals acting as brokers who were affiliated with the Fund or its investment adviser, Bridges Investment Counsel, Inc. As of December 31, 2002, the Fund owned 9,999 shares of Citigroup, Inc. with a market value of $351,865. During the year 

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2002, the Fund paid commissions to a subsidiary of Citigroup, Inc., Salomon Smith Barney. The Fund paid Salomon Smith Barney $1,100 in brokerage commissions on trades where they acted as principal, and $2,950 on trades where they acted as agent.

The research information purchased with the Fund's brokerage commissions was provided to the Fund's investment adviser, Bridges Investment Counsel, Inc., and this material benefited all clients of that Firm, including the Fund. Many clients of Bridges Investment Counsel, Inc. participate in an informal program of placing brokerage transactions to obtain security research information; thus, the Fund and its investment adviser benefit from the brokerage transactions of many clients of the investment adviser. Most brokerage firms do not price their research services; therefore, it is not possible to place a monetary value on such services.

The advent of negotiated brokerage commissions on May 1, 1975, ended the uniform commission schedule of New York Stock Exchange member firms. As a result, it is difficult to construct studies of comparable costs and services on each security transaction of the Fund. Accordingly, the disinterested directors of Bridges Investment Fund, Inc. have agreed that Bridges Investment Counsel, Inc. may cause the Fund to pay a member of an Exchange, broker, or dealer an amount of commission for effecting a securities transaction by the Fund in excess of the amount of commission which would have been charged by another person for effecting such transactions, providing that Bridges Investment Counsel, Inc. determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Exchange member, broker, or dealer subject only to the limitations and definitions contained in Section 28(e) of the Securities Exchange Act of 1934 and to a periodic revie w by the disinterested directors of the actions of the investment adviser in directing the brokerage business of the Fund. Because of the practice of using securities transactions to purchase brokerage services and research, the Fund may not receive the lowest possible aggregate execution cost with respect to any given brokerage transaction.

Bridges Investment Counsel, Inc. is able to secure discounts from the uniform brokerage commission schedule which was in effect on April 30, 1975, for listed securities during the period from May 1, 1975, through December 31, 2002. The Board of Directors reviews and approves the level of discounts and the actual brokerage costs on each transaction in the portfolio at each quarterly meeting. The investment adviser believes these discounts to be appropriate and similar to those earned by other institutional portfolios of the size of the Fund. Mr. Edson L. Bridges III, President of the Fund, selects the brokers to be employed for securities transactions of the Fund, and he determines the acceptability of the discount.

Investment Adviser's Trade Aggregation Policy   Bridges Investment Counsel, Inc. performs investment management and advisory services for various clients including the Fund. In certain instances, portfolio transactions for the Fund may be executed in an aggregated transaction to purchase or sell the same security for other accounts served by Bridges Investment Counsel, Inc. The objective of aggregated transactions is to obtain favorable execution and/or lower brokerage commissions, although there is no certainty that such objective will be achieved. Aggregated transactions in which the Fund participates will be effected only when Bridges Investment Counsel, Inc. believes that to do so will be in the best interest of the Fund. When this occurs, no client account will be favored over any other account.

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Each account that participates in an aggregated order will participate at the average share price for all Bridges Investment Counsel, Inc. transactions in that security on a given business day, with transaction costs shared pro rata based on each account's participation in the transaction. Bridges Investment Counsel, Inc. will prepare, before entering an aggregate order, a written statement (the "Allocation Statement") for each proposed aggregated order, specifying the participating client accounts and how it intends to allocate the order. An order may be allocated on a basis different from that specified in the Allocation Statement if all client accounts receive fair and equitable treatment and the reason for the different allocation is explained in writing and is approved in writing by a Bridges Investment Counsel, Inc. compliance officer.

While it is possible that the use of aggregated orders may adversely affect the size of the position obtainable for the Fund, Bridges Investment Counsel, Inc., as the Fund investment adviser, believes that the procedure generally contributes to better overall execution of the Fund's portfolio transactions. Bridges Investment Counsel, Inc. is not obligated to aggregate orders on behalf of clients, and its decision not to aggregate orders in any particular instance may result in less favorable execution of trades and in higher transaction costs to its clients, including the Fund.

Capital Stock and Other Securities

The Fund's capital structure consists of 6,000,000 authorized shares of capital stock (par value of one dollar per share) with 3,291,309 shares issued as of December 31, 2002. Fund shares have equal rights as to voting, redemption, dividends, and liquidation, with cumulative voting for the election of directors. The shares are redeemable on written demand of the holder and are transferable. The shares have no preemptive or conversion rights and are not subject to assessment. Fractional shares have the same rights proportionately as full shares, except they do not carry the right to vote.

Shares redeemed by the Fund cannot be reissued, and the Fund's authorized capital stock shall be deemed to be reduced by the number of shares redeemed. As of December 31, 2002, 1,301,540 shares of the Fund had been redeemed since inception of the Fund in 1963. The Fund's net shares of capital stock outstanding were 1,989,769 as of December 31, 2002.

Cumulative Voting    Fund shares are entitled to cumulative voting rights. This provision permits a shareholder to allocate the votes of his shares towards one or more directors in order to increase the influence of his ownership towards the director or directors selected for his support in an election of directors.

Purchase, Redemption, and Pricing of Securities Being Offered

General Information    Shares of the Fund are offered and sold directly to investors at Net Asset Value per share through the Fund's office, which is the only point of distribution for the Prospectus, Part A, the Statement of Additional Information, Part B, and Other Information, Part C. The Fund does not have any arrangements with underwriters or broker dealers with respect to the purchase or sale of Fund shares, nor make any payments to underwriters or broker-dealers in connection with the purchase or sale of Fund shares. The Fund is not permitted to redeem 

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shares involuntarily in accounts below a certain number or value of shares. The Fund will honor all properly documented requests for redemption irrespective of the length of time investors have maintained their account with the Fund. Information concerning the methods of purchase and redemption of Fund shares are set forth in the Fund's Prospectus. The Fund does not use letters of intent, contractual accumulation plans, withdrawal plans, or exchange privileges.

Shareholders who require assistance in gathering cost history and share information regarding their account with the Fund should anticipate that Bridges Investor Services, Inc. as Transfer Agent, will bill the direct costs of such investigations directly to the shareholder with an explanation of the type of work conducted, the dates and time committed, and the expenses incurred by Services. In the normal situation, the maximum charge per inquiry of this type will be $25.00.

Valuation   The methods for determining the Net Asset Value per share of the Fund for purchase of shares and the Net Asset Value per share for the redemption of or sales of shares back to the Fund are described in the Fund's Prospectus.

Specimen Price Make Up    Please refer to Appendix A for a copy of the Price Make Up form used by the Fund. The example or illustration uses the actual data and methods used for the Fund on December 31, 2002. The audited Balance Sheet information will provide the same information with a different format and classification of items for the purpose of proper financial statement presentation.

Other Disclosures The Fund prices its shares only once per day after the close of the New York Stock Exchange. There is no difference in the net offering price charged to the general public and that price which is charged to officers, directors, and employees of either the Fund or its investment adviser. The Fund does not use Rule 2a-7 under The General Rules and Regulations of The Investment Company Act of 1940 for the purpose of pricing its shares to the public.

Description of Fund Plans

Standard Retirement Plan  Bridges Investment Fund, Inc. offers a Standard Retirement Plan (as Amended and Restated as of January 1, 2000, and as subsequently amended effective January 1, 2002) for corporations, self-employed individuals, and partnerships and their employees. Investors may choose a Money Purchase Pension Plan, a Profit Sharing Plan which includes a Salary Reduction Arrangement under Section 401(k) of the Internal Revenue Code within the Standard Retirement Plan, including a SIMPLE Model Amendment for employers with less than 100 employees. The prototype plan includes a Standard Custodial Agreement (as Amended and Restated as of January 1, 2000) under which U.S. Bank National Association, Omaha, Nebraska, will act as Custodian. Bridges Investor Services, Inc. will invest all contributions to the Plan in the shares of the Fund at Net Asset Value, invest all dividends and cash distributions in shares of the Fund at Net Asset Value.

Currently, the Custodian does not impose maintenance or other fees in connection with the above described Standard Retirement Plan; however, the Custodian may impose such fees from time to time by written agreement between the Custodian and the employer. In addition, the Custodian is entitled to reimbursement for certain expenses and taxes, including securities transfer taxes. The Custodian may resign or be removed, and a successor Custodian may be appointed.

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If an investor desires to appoint a different bank as Custodian, he may make his own fee arrangements with the bank of his choice. For further details, see the form of Standard Retirement Plan No. 001, Profit Sharing, and No. 002, Money Purchase Pension, and their related Standard Custodial Agreements, copies of which may be obtained from the Fund's office at the address shown on the cover of this Prospectus. The amended documents as of January 1, 2000, were filed with the Internal Revenue Service for approval as prototype master plans in December, 2000. The IRS has issued opinion letters to the Plans, and has assigned qualified serial numbers to these Plans.

In undertaking such a Retirement Plan involving investments over a period of years, it is important for the individual to consider his needs and whether or not the investment objectives of the Fund, described in this Prospectus, are likely to fulfill them. An investor who contemplates establishment of such a Plan should consult with his attorney and/or his public accountant.

The Prototype Standardized Profit Sharing Plan with cash or deferred arrangement known in our Fund as Standard Retirement Plan No. 001 (as Amended and Restated as of January 1, 2000, and as subsequently amended effective January 1, 2002) Profit Sharing with a Salary Reduction Arrangement under Section 401(k) of the Internal Revenue Code received an opinion letter from the Internal Revenue Service on January 17, 2002. This Plan No. 001 is identified by Letter Serial No: K271573a. The Prototype Standardized Money Purchase Pension Plan described by our Fund as the Standard Retirement Plan No. 002 (as Amended and Restated as of January 1, 2000, and as subsequently amended effective January 1, 2002) Money Purchase Pension received an opinion letter from the Internal Revenue Service on January 17, 2002. This Plan No. 002 is identified by Letter Serial No: K271574a. Both Plans have incorporated model amendments published by the Internal Revenue Service which adopt all changes required by the tax laws since t he Plans were restated.

Individual Retirement Custodian Account Prototype

An investor, referred to as a Depositor in this section of the Prospectus, may wish to purchase shares of Bridges Investment Fund, Inc. in conjunction with the retirement benefits provided by the Internal Revenue Code. There is available through Bridges Investment Fund, Inc. a Prototype Individual Retirement Custodial Account with Application Form, Contribution Form, and Disclosure Statement.

The Custodial Agreement provides that U.S. Bank National Association, Omaha, Nebraska, will furnish custodial services as required by the Internal Revenue Code. Currently, the investor is not charged any maintenance or other fees in connection with the Individual Retirement Custodial Account; however, the Custodian may impose such fees from time to time by written agreement between Custodian and Depositor. The investor may be subject to additional charges, from time to time, as will reasonably compensate the Custodian for extraordinary services resulting from unusual administrative responsibilities. The Depositor or the Custodian shall have the right to terminate the Account upon 60 days' notice to the other party. In the event of such termination, the Custodian shall make distribution of the Account to the Depositor or to another qualified plan or successor Custodian designated by the Depositor.

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The Fund's Individual Retirement Custodial Account Prototype permits a maximum annual contribution for 2003 of $3,000 or 100% of the Depositor's annual compensation for personal services, whichever is less. If an investor has a non-working spouse, an additional annual contribution of $3,000 is permitted to a separate IRA maintained by such non-working spouse for a total contribution of $6,000. Under the Prototype, the annual contribution may be deductible under certain conditions, and earnings, if any, accumulate tax-free until distribution after age 59 1/2. Normally, distributions from the Individual Retirement Custodial Account prior to age 59 1/2, unless specifically exempted by law, will result in tax penalties in addition to being included in taxable income. In addition, there is a penalty on excess contributions and a penalty on insufficient payouts after age 70 1/2.

To establish an Individual Retirement Custodial Account, the Depositor is provided a copy of the Fund's current Prospectus, three copies of the Individual Retirement Account Custodial Agreement, three copies of the Application Form, three copies of the Contribution Form, and three copies of the Disclosure Statement. The Depositor executes and forwards to U.S. Bank National Association, Omaha, Nebraska, three copies of the Application Form and three copies of the Contribution Form. U.S. Bank National Association, Omaha, Nebraska, will return one acknowledged copy of each form to the Depositor and the Fund for retention by each party. The Depositor will sign and send one copy of the Disclosure Statement to the Fund at its office. The Depositor should retain the other executed copy for a permanent record in his files.

The Custodial Agreement sets forth provisions governing the Depositor's Account, expresses the prohibited actions under the law, sets forth the provisions of distribution of payments, provides the rules for reports and other information, outlines the Custodian's responsibilities, and provides for Amendments to, and Termination of, the Custodial Account.

The Application Form establishes the Custodial Account, collects pertinent information to govern the Custodial Account, and recites the applicable fees to be charged by U.S. Bank National Association, Omaha, Nebraska. By executing the Application Form, the Depositor acknowledges receipt of the Prospectus. The Contribution Form governs the method and type of contribution to the Custodial Account. The Disclosure Statement covers appropriate notices of applicable provisions of the Internal Revenue Code, the fees for the account, and other important information concerning the operation of the Individual Retirement Custodial Account. Prior to executing these documents, the Depositor should read all the documents constituting the Prototype.

The Individual Retirement Custodial Account sponsored by the Fund was approved as a Prototype Plan pursuant to an opinion letter received from the Internal Revenue Service dated June 11, 1993. The opinion letter carries the Serial No: D111476C. The Individual Retirement Custodial Account was amended effective January 1, 2002, and the amended Individual Retirement Custodian Account has been submitted to the Internal Revenue Service for an updated opinion letter.

U.S. Bank National Association, Omaha, Nebraska, meets the applicable legal requirements to act as the Custodian under the Prototype.

The provisions to redeem shares of the Fund, as described in this Prospectus, are not changed by the terms of the Prototype.

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The Depositor may revoke his Custodial Account within at least seven days of the date of establishment as provided in Article VI.B of the Custodian Agreement, Article IV of the Application Form, and in paragraph 1 of the Disclosure Statement. A shareholder may wish to consider a redemption of the Fund shares as an alternative to revoking his Custodian Account.

In undertaking such an Individual Retirement Custodian Account as provided by this Prospectus and related documents, involving investments over a period of years, it is important for the individual to consider his or her needs and whether or not the investment objectives of the Fund, described in this Prospectus, are likely to fulfill them. The individual who contemplates the establishment of the Prototype should consult with his or her attorney or tax adviser regarding appropriate advice as to the actions to be taken. Particular attention should be directed to changes in the deductibility of contributions to IRAs for tax years commencing January 1, 1987, or later for those persons who are covered by employer sponsored deferred benefit plans and other factors related to annual reported tax amounts of single and joint income. Reference to IRS Announcement 86-121 should also be helpful, copies of which may be obtained from the Fund's office.

Additional consideration should be given by the individual who contemplates the establishment of a Prototype to new choices and opportunities that were created in 1997.

1) The SIMPLE Individual Retirement Custodial Account, as described in Section 408(p) of the Internal Revenue Code may be established in connection with a Salary Reduction Agreement. Under this funding choice, it is possible to set aside more than the $3,000 per year contribution limit for the traditional IRA account. Depending upon the circumstances involved, it may be possible to receive employer matching contributions in the account. This SIMPLE Plan has received an opinion letter from the Internal Revenue Service, and is identified with the Internal Revenue Service through letter Serial No. D111476C. The SIMPLE Plan was amended effective January 1, 2002, and the amended SIMPLE Plan has been submitted to the Internal Revenue Service for an updated opinion letter.

2) The Roth Individual Retirement Custodial Account opportunity for investment was created by the Taxpayer Relief Act of 1997. The tax laws provide for a non-deductible annual contribution in taxable years 2002 through 2004 of up to $3,000 for a working spouse and a $3,000 contribution for a non-working spouse. These annual contribution limits are to be increased to $4,000 for 2005 through 2007 and to $5,000 for 2008. Benefits paid from the Roth IRA are to be non-taxable to the Depositor upon a qualified distribution from the Roth IRA, which includes distributions made after the Depositor reaches age 59 1/2. The Roth Individual Retirement Custodial Account may be established through the execution of the Form 5305-RA issued under Section 408A of the Internal Revenue Code in conjunction with the standard, traditional IRA Custodial Account of the Fund as described above. Depositors may establish and maintain both the "Traditional" IRA and the "Roth" IRA Accounts, provided the assets are always maintained in separately segregated accounts and provided further that the titles therein accurately reflect the distinctions between the two types of funding permitted by statute. Depositors will still have the same annual dollar limit per working spouse and non-working spouse, so that a choice must be made between the contributions to a traditional IRA that would represent an income deduction and the contributions to a Roth IRA that would be taxable underneath the annual dollar ceiling.

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3) An individual may deposit up to $2,000 a year into a Coverdell Education Savings Custodial Account (Internal Revenue Service Form 5305-EA) ("Education IRA") for a child under age 18 (unless the beneficiary is a "special needs beneficiary" as defined by the tax laws). The contributor may be a parent, relative, friend, or other person, including the child him/herself. The ability to contribute to an Education IRA phases out at modified adjusted gross income levels between $190,000 and $220,000 for joint return filers and between $95,000 and $110,000 for individual filers. Distributions from an Education IRA are tax-free up to the amount of qualified education expenses for a year. Qualified higher education expenses include tuition, fees, books, supplies, and, if the beneficiary is at least a half-time student, room and board. For taxable years after 2001, qualified education expenses include qualified elementary and secondary education expenses such as tuition, fees, tutoring, special needs servic es, books, supplies and equipment incurred in connection with the enrollment for attendance at any public, private or religious school that provides elementary or secondary education. Expenses include room and board, uniforms, and transportation that are required by the schools, including expenses for computer technology and related equipment used by the beneficiary while in school.

The Fund's office maintains a supply of SIMPLE Individual Retirement Custodial account forms and an inventory for the Form 5305-RA for the Roth IRA, and Form 5305-EA for the Education IRA to assist Depositors to establish these types of accounts.

Tax Status

The Fund is qualified or intends to qualify under Subchapter M of the Internal Revenue Code (26 U.S.C. 851-856). The Fund has no special or unusual tax aspects such as taxation resulting from foreign investment, or from states as a personal holding company, or from any tax loss carryforward.

Underwriters

None

Calculation of Performance Data

From time to time, quotations of the Fund's performance may be included in advertisements, sale literature or reports to shareholders or prospective investors. These performance figures are calculated as described below.

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PAST PERFORMANCE OF THE FUND

The bar chart and table below show one measure of the risks of investing in the Fund, by showing the Fund's performance from year to year for the past ten calendar years and by showing how the average annual total returns of the Fund's shares compare to those of a broad-based market index. The Fund's past investment performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance History depicted in a bar graph is as follows:

Year	% Returns
1993	6.29%
1994	0.30%
1995	30.96%
1996	18.06%
1997	22.33%
1998	27.48%
1999	39.80%
2000	-14.09%
2001	-18.89%
2002	-25.14%

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The Fund's highest and lowest returns for a calendar quarter during the past ten years are a return of 28.12% for the 4^th Quarter 1999, and -18.35% for the 3^rd Quarter 2001.

Average Annual Total Returns

(for the periods ending December 31, 2002)

	Past One Year	Past Five Years	Past Ten Years
Return Before Taxes	-25.14%	-1.58%	6.41%
Return After Taxes on Distributions	-25.53%	-2.53%	4.96%
Return After Taxes on Distributions and Sale of Fund Shares	-15.4%	-1.48%	4.63%
S & P 500 (reflects no deduction for fees, expenses or taxes)	-22.05%	-0.58%	9.33%
Morningstar Large Cap Growth Fund Universe	-28.44%	-2.35%	6.55%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Total Return is the change in value of an investment over a given period, assuming reinvestment of any dividends and capital gains. A cumulative total return reflects actual performance over a stated period of time. An average annual total return is a hypothetical rate of return that, if achieved annually, would have produced the same cumulative total return if performance had been constant over the entire period. Average annual total returns smooth out variations in performance; they are not the same as the actual year-by-year results.

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Year	BIF	S & P 500
1992	10,000.00	10,000.00
1993	10,627.04	11,001.46
1994	10,656.94	11,150.57
1995	13,953.70	15,325.32
1996	16,471.43	18,835.62
1997	20,147.18	25,111.64
1998	25,680.73	32,273.51
1999	35,671.71	39,055.90
2000	30,647.48	35,498.19
2001	24,859.17	31,297.94
2002	18,609.39	24,397.43

(Amounts in table above represent year-end market values, and are plotted

as data points on a line graph in the actual annual shareholder report.)

Average Annual Total Return for Bridges Investment Fund, Inc.:

1 Year - 18.89%

5 Year 8.58%

10 Year 10.18%

The Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

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INFORMATION SUPPORTING AND SETTING QUALIFICATIONS

FOR INVESTMENT RETURNS

Assumptions

1. The initial investment was made at the public offering price last calculated on the business day before the first day of the first fiscal year.
2. The subsequent account values are based on the net asset values of the Fund last calculated on the last business day of the first and each subsequent fiscal year.
3. The calculation for the final account value assumes the account was closed and the redemption was at the price last calculated on the last business day of the most recent fiscal year.
4. All dividends and capital gains distributions by the Fund were reinvested at the price on the reinvestment dates.  The dividend for the Standard & Poor's 500 Composite Index for the previous quarter was invested at the month-end price closest to the reinvestment date for the Fund.
5. Reinvestment fees for dividend and capital gains distributions were deducted before reinvestment in shares of the Fund.  The Standard & Poor's 500 Composite Index was not charged with any brokerage commissions, reinvestment fees, or operating expenses.

Appropriate Index

The Fund is to select an "appropriate broad-based securities market index" that is administered by an organization that is not an affiliated person of the Fund or its investment adviser. The securities index chosen must be adjusted to reflect reinvestment of dividends on securities in the index, but not the expenses of the Fund.

Use of Additional Indexes

In addition to the required comparison to a broadly-based index, mutual fund registrants with the Securities and Exchange Commission are urged to compare their performances to other more narrowly-based indices that reflect the market sectors in which they invest. Management chose the Morningstar Large Cap Growth Universe as an appropriate narrow-based index against which to compare the Fund because the Fund primarily invests in large capitalization growth stocks and Morningstar has placed the Fund in this mutual fund category. Morningstar is an independent research firm that provides comparative mutual fund data and proprietary rankings of mutual funds. Management has also investigated commercial paper, Treasury Bill, Treasury Note, Treasury Bond, and Corporate Bond indices to cover those portfolio segments not invested in the common stock market. Some problems with comparable information have been encountered particularly with respect to the difficulty of matching income reinvestment dates in the ind ices with the reinvestment calendar scheme in effect for the Fund. Therefore, at this point in time, the Fund's management has decided not to present any comparisons to more narrow indices that cover those portfolio segments not invested in common stocks.

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From time to time, in reports and promotional literature: (1) the Fund's total return performance, ranking, or any other measure of the Fund's performance may be compared to any or combination of the following: (a) a broad-based index; (b) other groups of mutual funds tracked by independent research firms ranking entities, or financial publications; (c) indices of securities comparable to those in which the Fund invests; (2) the Consumer Price Index (or any other measure for inflation, government statistics, such as GNP) may be used to illustrate investment attributes of the Fund or the general economic, business, investment, or financial environment in which the Fund operates; and (3) various financial, economic and market statistics developed by brokers, dealers and other persons may be used to illustrate aspects of the Fund's performance. The Fund may also advertise the performance rankings assigned by various publications and statistical services, and any other data which may be presented from tim e to time by such analysts as Dow Jones and Morningstar, Inc., or as they appear in various financial and investment publications, including but not limited to The Wall Street Journal, Business Week, Forbes, Fortune, Money Magazine and other such publications.

___________________________________________________________________________

As a prospective investor or shareholder, you may be interested in securing Part C of this filing, and you must receive Part A, the Prospectus, in order to make an investment in the Fund. You may request copies of Parts A, B, and C from the Fund's office at the address shown on the Cover of Part B.

____________________________________________________________________________

Financial Statements

The audited financial statements for the year ended December 31, 2002 appear beginning on page 35 in this Part B. As a unit, these statements include: The Independent Auditors' Report, the Schedule of Portfolio Investments, the Statement of Assets and Liabilities, the Statement of Operations, Statements of Changes in Net Assets, and Notes to Financial Statements.

The audited financial statements and Independent Auditors' Report for the year ended December 31, 2001 are incorporated by reference in this Registration Statement from Form N1-A, Post Effective Amendment #48, File No. 2-21600.

The Fund's Management and Board of Directors encourages prospective investors and shareholders to review the audited financial statements, particularly the Schedule of Investments, to obtain a useful perspective about securities owned by the Fund.

The Price Make Up Sheet, Appendix A, is shown on page 34; then the financial statements follow as a unit to complete this Part B.

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APPENDIX A (Specimen)

PRICE MAKE UP SHEET

December 31, 2002

Journal Form, Ledger Form, Schedule, or Account Number	ACCOUNT (Cost Figures in Parentheses)	Actual Balance or Market Value Figures
ASSETS
01a-DR-C	Cash-Principal	80,932.71
01b-DR-C	Cash-Income	84,419.44
02a-LF51	Dividends Receivable	49,064.50
02b-LF52	Interest Receivable	67,047.49
04a-CRDJ	Accts. Receivable-Subscriptions to Capital Stock	25,468.24
04b-CRDJ	Accts. Receivable-Securities Sold	-0-
07 Schedule 7	Inv. in Securities (48,391,976.92)	45,762,649.23
	TOTAL ASSETS	46,069,581.61
LIABILITIES:
13a-CRDJ	Accts. Pay.-Redemptions of Capital Stock	-0-
13b-CRDJ	Accts. Pay.-Purchase of Securities	-0-
14a-CRDJ	Accrued Liab.-Operating Expenses	104,608.75
14b-CRDJ	Accrued Liab.-Taxes	-0-
14-CRDJ	Distributions Payable	110,432.22
	TOTAL LIABILITIES	215,040.97

19 NET ASSETS APPLICABLE TO OUTSTANDING CAPITAL SHARES (Tot. Assets Minus Tot. Liab.) 45,854,540.64

20 -CRDJ DR-TA	Capital Stock-Total Shares Outstanding	1,989,768.716
	NET ASSET VALUE PER SHARE
	Purchase Price Per Share $____	23.05
	Redemption Price Per Share $____	x Div. @0.0555

Equalization Computation	Net Investment Income	Net Investment Income	0.00
	(Current Qtr.)	(Current Qtr.)
Dividend Income	85,952.11	Undistributed Net Income	139.05
Interest Income	128,571.10	(Previous Qtrs.)
Total Income	214,523.21	Total Acct. 21b	139.05
		Equalization/Share
Taxes Paid		Orders /
Expenses Unpaid	107,350.00	Net Shares Purch., Redemp.
Reimbursed Expenses		Balance, Equalization	(2,688.94)
Tot.Exp.Post Close		Equalization Entry
		Equalization Forward
Net Investment Inc.	107,173.21	Capital Shares Forward	1,989,768.716

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INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of

Bridges Investment Fund, Inc.

Omaha, Nebraska

We have audited the accompanying statement of assets and liabilities of Bridges Investment Fund, Inc., including the schedule of portfolio investments, as of December 31, 2002, and the related statement of operations, statement of changes in net assets, and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets for the year ended December 31, 2001 and the financial highlights for the years ended December 31, 2001, 2000, 1999, and 1998 were audited by other auditors whose report thereon dated January 10, 2002 expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2002, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Bridges Investment Fund, Inc. as of December 31, 2002, the results of its operations, changes in its net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Omaha, Nebraska

January 16, 2003

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BRIDGES INVESTMENT FUND, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS

DECEMBER 31, 2002

Title of Security	Number of Shares	Cost	Fair Value
COMMON STOCKS  (88.8%)
Advertising  1.1%
Omnicom Group, Inc.	8,000	$   541,062	$ 516,800
Airlines  0.5%
Southwest Airlines Co.	15,000	$   303,021	$   208,500
Banking and Finance  6.0%
Fifth Third Bancorp	5,000	$   232,812	$   292,750
First National of Nebraska, Inc.	250	401,835	746,250
State Street Corporation	15,000	62,367	585,000
TCF Financial Corporation	10,000	400,929	436,900
Wells Fargo & Co.	15,000	515,731	703,050
		$ 1,613,674	$ 2,763,950
Beverages  Soft Drinks  1.4%
PepsiCo, Inc.	15,000	$   192,169	$   633,300
Building  Residential/Commercial  1.1%
Centex Corporation	3,000	$   153,814	$   150,600
D. R. Horton, Inc.	20,000	407,704	347,000
		$   561,518	$   497,600
Casino Hotels  1.9%
Harrah's Entertainment, Inc.*	22,000	$   729,839	$   871,200
Computers  Hardware and Software   3.1%
Cisco Systems, Inc.*	40,000	$   361,395	$   524,000
Microsoft Corporation*	15,000	266,000	775,500
Retek, Inc.*	25,000	369,992	68,000
Tibco Software, Inc.*	6,000	153,194	37,080
		$ 1,150,581	$ 1,404,580
Computers  Memory Devices  0.5%
EMC Corporation/MASS*	35,000	$   494,601	$   214,900
Computers  Micro  0.2%
Sun Microsystems, Inc.*	35,000	$   661,353	$   108,850
Data Processing and Management  6.1%
Automatic Data Processing	20,000	$   919,731	$   785,000
CSG Systems International, Inc.*	20,000	678,776	273,000
Fair Isaac and Company, Incorporated	12,000	234,627	512,400
First Data Corporation	15,000	490,500	531,150
Fiserv, Inc.*	20,000	664,527	679,000
		$ 2,988,161	$ 2,780,550
Diversified Operations  2.1%
Berkshire Hathaway Inc., Class B *	400	$   528,413	$   969,200

*Nonincome-producing security

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

37

BRIDGES INVESTMENT FUND, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS
(Continued)

DECEMBER 31, 2002

37

BRIDGES INVESTMENT FUND, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS
(Continued)

DECEMBER 31, 2002

Title of Security	Number of Shares	Cost	Fair Value
COMMON STOCKS   (Continued)

Drugs  Medicines  Cosmetics   6.2%
Abbott Laboratories	15,000	$   169,395	$   600,000
Amgen, Inc.*	15,000	463,500	725,100
Elan Corporation PLC ADR*	15,000	371,827	36,900
Johnson & Johnson	17,000	349,887	913,070
Merck & Co., Inc.	10,000	208,985	566,100
		$ 1,563,594	$ 2,841,170
E-Commerce  1.5%
Ebay, Inc.*	10,000	$   627,530	$   678,200
Electric  Generation  1.8%
AES Corporation*	60,000	$ 1,152,252	$   181,200
MDU Resources Group, Inc.	25,000	608,559	645,250
		$ 1,760,811	$   826,450
Electronic Components  Conductors  5.0%
Altera Corporation*	40,000	$ 1,042,102	$   493,600
Analog Devices, Inc.*	20,000	753,090	477,400
Applied Materials, Inc.*	60,000	1,127,600	781,800
Intel Corporation	35,000	524,247	544,950
		$ 3,447,039	$ 2,297,750
Electronics   1.5%
Flextronics International Ltd.*	65,000	$ 1,333,719	$   532,350
Solectron Corporation *	50,000	595,457	177,500
		$ 1,929,176	$  709,850
Fiduciary Banks   0.9%
Northern Trust Co.	12,000	$   567,304	$   420,600
Finance  Diversified  2.5%
Citigroup, Inc.	9,999	$   481,932	$   351,865
Morgan Stanley Dean Witter & Co.	20,000	1,127,600	798,400
		$ 1,609,532	$ 1,150,265
Finance  Investment Banks  2.0%
Goldman Sachs Group, Inc.	8,000	$  694,445	$  544,800
Charles Schwab Corporation	35,000	740,499	379,750
		$ 1,434,944	$   924,550
Finance  Real Estate   2.3%
Freddie Mac	18,000	$   497,767	$ 1,062,900
Finance  Services   8.6%
Capital One Financial Corporation	70,000	$ 1,987,189	$ 2,080,400
Concord EFS, Inc.*	40,000	683,660	629,600
MBNA Corporation	35,000	759,464	665,700
Paychex, Inc.	20,000	547,840	558,000
		$ 3,978,153	$ 3,933,700

*Nonincome-producing security

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

38

BRIDGES INVESTMENT FUND, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS
(Continued)

DECEMBER 31, 2002

38

BRIDGES INVESTMENT FUND, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS
(Continued)

DECEMBER 31, 2002

Title of Security	Number of Shares	Cost	Fair Value
COMMON STOCKS   (Continued)
Insurance  Multiline   1.3%
American International Group, Inc.	10,000	$   566,397	$   578,500
Linen Supply and Related Products  1.0%
Cintas Corporation	10,000	$   350,987	$   457,500

Medical Instruments  1.0%
Medtronic, Inc.	10,000	$   504,734	$   456,000
Medical  Drugs  0.7%
Pfizer, Inc.	10,000	$   289,700	$   305,700
Medical  Wholesale Drug Distribution  0.4%
Cardinal Health, Inc.	3,000	$   185,670	$   177,570
Metal  Aluminum  3.0%
Alcoa, Inc.	60,000	$ 1,701,327	$ 1,366,800
Metal Products  Fasteners  0.7%
Illinois Tool Works, Inc.	5,000	$   369,449	$   324,300
Oil and Gas  Field Services  0.9%
Tidewater, Inc.	13,000	$   509,174	$   404,300
Petroleum Producing  3.1%
BP PLC-Sponsored ADR	19,000	$   443,238	$  772,350
ChevronTexaco Corporation	10,000	340,535	664,800
		$   783,773	$ 1,437,150
Retail Stores  Restaurants  2.2%
Outback Steakhouse, Inc.*	15,000	$  509,594	$  516,600
Yum! Brands, Inc.*	20,000	530,866	484,400
		$ 1,040,460	$ 1,001,000
Retail Stores  Apparel and Clothing   1.7%
Gap, Inc.	50,000	$   521,360	$   776,000
Retail Stores  Building Materials and Home Improvement  1.6%
The Home Depot, Inc.	30,000	$   672,737	$  720,600
Retail Stores  Consumer Electronics  2.1%
Best Buy Company, Inc.*	40,000	$ 1,091,334	$   966,000
Retail Stores  Department   1.5%
Target Corporation	23,000	$   330,733	$  690,000

*Nonincome-producing security

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

39

BRIDGES INVESTMENT FUND, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS
(Continued)

DECEMBER 31, 2002

Title of Security	Number of Shares	Cost	Fair Value
COMMON STOCKS (Continued)
Schools  0.7%
DeVry, Inc.*	20,000	$   517,907	$   332,200
Telecommunications   4.8%
Level 3 Communications *	170,000	$ 1,500,472	$   833,000
Sprint PCS Corporation *	30,000	629,783	131,400
Vodafone Group PLC ADR	35,000	848,863	634,200
West Corporation *	42,815	787,756	710,729
WorldCom, Inc. *	25,000	565,758	3,450
		$ 4,332,632	$ 2,312,779
Telecommunications  Equipment  1.4%
Nokia Corporation Sponsored ADR	40,000	$   421,175	$  620,000
Television  Cable  0.6%
Comcast Corporation  Special Class A *	12,000	$   356,075	$   271,080
Tobacco  2.7%
Philip Morris Companies, Inc.	30,000	$ 1,325,692	$ 1,215,900
Transportation  Airfreight  1.1%
EGL, Inc. *	35,000	$   466,542	$   498,750
TOTAL COMMON STOCKS		$43,518,100	$40,726,994
PREFERRED STOCKS  (2.0%)
Banking and Finance  1.1%
CFB Capital II 8.20% Cumulative Preferred	5,000	$   125,000	$   125,100
Harris Preferred Capital Corp.      7.375% Series A	10,000	250,000	251,000
Silicon Valley Bancshares       8.25% Preferred Series I	5,000	125,000	121,000
		$   500,000	$   497,100
Oil Comp.  Exploration and Production  0.3%
Nexen, Inc. 9.275% Preferred  Series I	5,000	$   125,000	$   125,500
Utilities  Electric  0.6%
Tennessee Valley Authority 6.75%      Variable Preferred Series D	10,000	$   250,000	$   266,800
Total Preferred Stocks		$   875,000	$   889,400
Total Stocks		$44,393,100	$41,616,394

*Nonincome-producing security

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

40

BRIDGES INVESTMENT FUND, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS
(Continued)

DECEMBER 31, 2002

Title of Security	Principal Amount	Cost	Fair Value
DEBT SECURITIES (9.0%)
Auto-Cars/Light Trucks  0.5%
General Motors Corporation 7.700% Debentures      due April 15, 2016	$250,000	$   252,320	$   246,256
Electronic Components  Conductors  0.6%
Applied Materials, Inc. 7.125% Senior Notes     due October 15, 2017	$250,000	$ 256,472	$ 275,839
Energy  Alternate Sources  0.5%
CalEnergy Co., Inc. 7.630% Notes     due October 15, 2007	$200,000	$   200,000	$   212,500
Finance  Services  0.6%
MBNA Corporation 7.50% Senior Notes due March 15, 2012	$250,000	$ 268,125	$ 268,650
Hotels and Motels  0.6%
Marriott International 7.875% Notes Series C     due September 15, 2009	$250,000	$   250,068	$   291,106
Medical  Wholesale Drug Distribution  0.6%
Cardinal Health, Inc. 6.75% Notes due February 15, 2011	$ 250,000	$   260,689	$   286,196
Retail Stores  Department  0.6%
Dillard Department Stores, Inc. 7.850%     Debentures due October 1, 2012	$  150,000	$   151,347	$   145,557
Sears Roebuck & Co. 9.375% Debentures     due November 1, 2011	100,000	106,399	111,510
		$   257,746	$   257,067
Telecommunications  0.7%
Level 3 Communications, Inc. 9.125% Senior     Notes due May 1, 2008	$  500,000	$   346,223	$   310,000
Tobacco  0.6%
R.J. Reynolds Holding 7.250% Notes due     June 1, 2012	$  250,000	$   260,975	$   267,298

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

                                            41

BRIDGES INVESTMENT FUND, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS
(Continued)

DECEMBER 31, 2002

Title of Security	Principal Amount	Cost	Fair Value
U.S. Government  3.7%
U.S. Treasury, 7.250% Notes,     due May 15, 2004	300,000	$   303,245	$   324,187
U.S. Treasury, 7.500% Notes,     due February 15, 2005	300,000	305,871	336,517
U.S. Treasury, 9.375% Bonds,     due February 15, 2006	200,000	256,222	244,219
U.S. Treasury, 8.750% Bonds,     due November 15, 2008	200,000	237,473	212,906
U.S. Treasury, 9.125% Bonds,     due May 15, 2009	200,000	234,910	220,656
U.S. Treasury, 7.500% Bonds,     due November 15, 2016	300,000	308,539	392,859
		$ 1,646,260	$ 1,731,344
TOTAL DEBT SECURITIES		$ 3,998,878	$ 4,146,256
TOTAL INVESTMENTS IN SECURITIES  (99.8%)		$48,391,978	$45,762,650
CASH AND RECEIVABLES   LESS TOTAL LIABILITIES  (0.2%)			91,891
NET ASSETS, December 31, 2002  (100.0%)			$45,854,541

The accompanying notes to financial statements
are an integral part of this schedule.

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                                           42

BRIDGES INVESTMENT FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2002

ASSETS
Investments, at fair value
Common and preferred stocks (cost $44,393,100)	$41,616,394
Debt securities (cost $3,998,878)	4,146,256
Total investments	$45,762,650
Cash	165,352
Receivables
Dividends and interest	116,112
Subscriptions to capital stock	25,468
TOTAL ASSETS	$46,069,582
LIABILITIES
Investment advisor, management and
service fees payable	$    60,242
Accrued operating expenses	44,367
Distributions payable	110,432
TOTAL LIABILITIES	$   215,041
NET ASSETS
Capital stock, $1 par value -  Authorized 6,000,000 shares, 1,989,769 shares     outstanding	$ 1,989,769
Paid-in surplus	46,947,958
Net capital	$48,937,727
Net unrealized depreciation on investments	(2,629,328)
Accumulated undistributed net realized loss	(453,858)
Accumulated undistributed net investment income	--____
TOTAL NET ASSETS	$45,854,541
	===========
NET ASSET VALUE PER SHARE	$23.05
	======
OFFERING PRICE PER SHARE	$23.05
	======
REDEMPTION PRICE PER SHARE	$23.05
	======

The accompanying notes are an integral
part of these financial statements.

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43

BRIDGES INVESTMENT FUND, INC.

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2002

INVESTMENT INCOME
Interest	$   396,065
Dividends  (Net of foreign withholding taxes
of $5,711)	451,727
Total Investment Income		$    847,792
EXPENSES
Management fees	258,339
Custodian fees	35,834
Insurance and other administrative fees	29,395
Bookkeeping services	22,325
Printing and supplies	19,824
Professional services	18,273
Dividend disbursing and transfer
agent fees	27,241
Computer programming	9,000
Taxes and licenses	1,065
Independent directors expense and fees	17,334
Total Expenses		$    438,630
NET INVESTMENT INCOME		$    409,162
NET REALIZED AND UNREALIZED
LOSS ON INVESTMENTS
Net realized loss on transactions in
investments	$  (138,613)
Net decrease in unrealized appreciation/
(depreciation) of investments	(15,770,722)
NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS		$(15,909,335)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS		$(15,500,173)
		=============

The accompanying notes are an integral
part of these financial statements.

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

44

BRIDGES INVESTMENT FUND, INC.


STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

	2002	2001
INCREASE IN NET ASSETS
Operations
Net investment income	$    409,162	$   496,030
Net realized loss on
transactions in investments	(138,613)	(28,938)
Net decrease in unrealized
appreciation of investments	(15,770,722)	(14,435,181)
Net decrease in net assets
resulting from operations	$(15,500,173)	$(13,968,089)
Net equalization debits/credits	(5,237)	2,565
Distributions to shareholders from
Net investment income	(409,023)	(496,030)
Net realized gain from investments	--	--
Return of capital	--	(4,660)
Net capital share transactions	1,524,062	3,299,606
Total decrease in net assets	$(14,390,371)	$(11,166,608)
NET ASSETS:
Beginning of year	$ 60,244,912	$ 71,411,520
End of year  (includes $2,548 of                  undistributed net investment                  income in 2001)	$ 45,854,541  ============	$ 60,244,912   ============

The accompanying notes are an integral 
part of these financial statements.

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

45

BRIDGES INVESTMENT FUND, INC.

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2002

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Bridges Investment Fund, Inc. (Fund) is registered under the Investment Company
    Act of 1940 as a diversified, open-end management investment company.  The primary
    investment objective of the Fund is long-term capital appreciation.  In pursuit of
    that objective, the Fund invests primarily in common stocks.  The following is a
    summary of significant accounting policies consistently followed by the Fund in
    the preparation of its financial statements.  The policies are in conformity
    with accounting principles generally accepted in the United States of America.

    A.  Investments 

              Security transactions are recorded on trade date.  Dividend income
        is recognized on the ex-divided date, and interest income is recognized on
        an accrual basis.

              Securities owned are reflected in the accompanying statement of
        assets and liabilities and the schedule of portfolio investments at fair
        value based on quoted market prices.  Quoted market prices represent
        the last recorded sales price on the last business day of the calendar
        year for securities traded on a national securities exchange.  If no sales
        were reported on that day, quoted market price represents the closing bid
        price.  The cost of investments reflected in the statement of assets and
        liabilities and the schedule of portfolio investments is approximately
        the same as the basis used for Federal income tax purposes.  The difference
        between cost and fair value of securities is reflected separately as
        unrealized appreciation (depreciation) as applicable.

	2002	2001	Net Change
Net unrealized appreciation  (depreciation):
Aggregate gross unrealized  appreciation on securities	$  7,520,106	$17,701,567
Aggregate gross unrealized   depreciation on securities	(10,149,434)	(4,560,173)
Net	$(2,629,328)	$13,141,394	$(15,770,722)
	============	============	=============

            The net realized gain (loss) from the sales of securities is determined

        for income tax and accounting purposes on the basis of the cost of specific

        securities.

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46

   B. Federal Income Taxes 

          The Fund intends to comply with the requirements of the Internal
      Revenue Code applicable to regulated investment companies and not be subject
      to federal income tax.  Therefore, no income tax provision is required.  The
      Fund also intends to distribute its taxable net investment income and 
      realized gains, if any, to avoid the payment of any federal excise taxes.

          The character of distributions made during the year from net
      investment income or net realized gains may differ from its ultimate 
      characterization for federal income tax purposes.  In addition, due to
      the timing of dividend distributions, the fiscal year in which amounts
      are distributed may differ from the year that the income or realized gains
      or losses were recorded by the Fund.

          For federal income tax purposes, the Fund has a capital loss carryover
      of $355,038 at December 31, 2002, which if not offset by subsequent capital gains
       will expire in 2009.  Also for federal income tax purposes, the Fund deferred the
       recognition of net capital losses incurred subsequent to October 31, 2002 ("Post

      October Losses") of $98,819.  These losses will be realized on January 1,

      2003.

   C. Distribution To Shareholders 

         The Fund accrues income dividends to shareholders on a quarterly basis as
      of the ex-dividend date.  Distributions of net realized gains are made
      on an annual basis to shareholders as of the ex-dividend date.

   D. Equalization 

         The Fund uses the accounting practice of equalization by which a portion of
      the proceeds from sales and costs of redemption of capital shares, equivalent
      on a per share basis to the amount of undistributed net investment income on
      the date of the transactions, is credited or charged to undistributed income.
      As a result, undistributed net investment income per share is unaffected by
      sales or redemption of capital shares.

   E. Use of Estimates 

         The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires 
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets
      and liabilities at the date of the financial statements and the reported
      amounts of increases and decreases in net assets from operations during
      the reporting period.  Actual results could differ from those estimates.



(2) INVESTMENT ADVISORY CONTRACT

      Under an Investment Advisory Contract, Bridges Investment Counsel, Inc. 
    (Investment Adviser) furnishes investment advisory services and performs certain
    administrative functions for the Fund.  In return, the Fund has agreed to pay
    the Investment Adviser a management fee computed on a quarterly basis at the rate
    of 1/8 of 1% of the average net asset value of the Fund during the quarter,

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47

    equivalent to 1/2 of 1% per annum.  Certain officers and directors of the Fund
    are also officers and directors of the Investment Adviser.  These officers do
    not receive any compensation from the Fund other than that which is received
    indirectly through the Investment Adviser.

      The contract between the Fund and the Investment Adviser provides that total
    expenses of the Fund in any year, exclusive of stamp and other taxes, but including
    fees paid to the Investment Adviser, shall not exceed, in total, a maximum of 1 and
    1/2% of the average month end net asset value of the Fund for the year.  Amounts,
    if any, expended in excess of this limitation are reimbursed by the Investment
    Adviser as specifically identified in the Investment Advisory Contract.   There
    were no amounts reimbursed during the year ended December 31, 2002.


(3) DIVIDEND DISBURSING AND TRANSFER AGENT

      Dividend disbursing and transfer agent services are provided by Bridges Investor
    Services, Inc. (Transfer Agent).  The fees paid to the Transfer Agent are intended
    to approximate the cost to the Transfer Agent for providing such services.  Certain
    officers and directors of the Fund are also officers and directors of the Transfer
    Agent.


(4) SECURITY TRANSACTIONS

      The cost of long-term investment purchases during the years ended
    December 31, was:

46

   B. Federal Income Taxes 

          The Fund intends to comply with the requirements of the Internal
      Revenue Code applicable to regulated investment companies and not be subject
      to federal income tax.  Therefore, no income tax provision is required.  The
      Fund also intends to distribute its taxable net investment income and 
      realized gains, if any, to avoid the payment of any federal excise taxes.

          The character of distributions made during the year from net
      investment income or net realized gains may differ from its ultimate 
      characterization for federal income tax purposes.  In addition, due to
      the timing of dividend distributions, the fiscal year in which amounts
      are distributed may differ from the year that the income or realized gains
      or losses were recorded by the Fund.

          For federal income tax purposes, the Fund has a capital loss carryover
      of $355,038 at December 31, 2002, which if not offset by subsequent capital gains
       will expire in 2009.  Also for federal income tax purposes, the Fund deferred the
       recognition of net capital losses incurred subsequent to October 31, 2002 ("Post

      October Losses") of $98,819.  These losses will be realized on January 1,

      2003.

   C. Distribution To Shareholders 

         The Fund accrues income dividends to shareholders on a quarterly basis as
      of the ex-dividend date.  Distributions of net realized gains are made
      on an annual basis to shareholders as of the ex-dividend date.

   D. Equalization 

         The Fund uses the accounting practice of equalization by which a portion of
      the proceeds from sales and costs of redemption of capital shares, equivalent
      on a per share basis to the amount of undistributed net investment income on
      the date of the transactions, is credited or charged to undistributed income.
      As a result, undistributed net investment income per share is unaffected by
      sales or redemption of capital shares.

   E. Use of Estimates 

         The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires 
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets
      and liabilities at the date of the financial statements and the reported
      amounts of increases and decreases in net assets from operations during
      the reporting period.  Actual results could differ from those estimates.



(2) INVESTMENT ADVISORY CONTRACT

      Under an Investment Advisory Contract, Bridges Investment Counsel, Inc. 
    (Investment Adviser) furnishes investment advisory services and performs certain
    administrative functions for the Fund.  In return, the Fund has agreed to pay
    the Investment Adviser a management fee computed on a quarterly basis at the rate
    of 1/8 of 1% of the average net asset value of the Fund during the quarter,

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

47

    equivalent to 1/2 of 1% per annum.  Certain officers and directors of the Fund
    are also officers and directors of the Investment Adviser.  These officers do
    not receive any compensation from the Fund other than that which is received
    indirectly through the Investment Adviser.

      The contract between the Fund and the Investment Adviser provides that total
    expenses of the Fund in any year, exclusive of stamp and other taxes, but including
    fees paid to the Investment Adviser, shall not exceed, in total, a maximum of 1 and
    1/2% of the average month end net asset value of the Fund for the year.  Amounts,
    if any, expended in excess of this limitation are reimbursed by the Investment
    Adviser as specifically identified in the Investment Advisory Contract.   There
    were no amounts reimbursed during the year ended December 31, 2002.


(3) DIVIDEND DISBURSING AND TRANSFER AGENT

      Dividend disbursing and transfer agent services are provided by Bridges Investor
    Services, Inc. (Transfer Agent).  The fees paid to the Transfer Agent are intended
    to approximate the cost to the Transfer Agent for providing such services.  Certain
    officers and directors of the Fund are also officers and directors of the Transfer
    Agent.


(4) SECURITY TRANSACTIONS

      The cost of long-term investment purchases during the years ended
    December 31, was:

	2002	2001
Other Securities	$18,088,810	$12,411,091
	===========	===========

      Net proceeds from sales of long-term investments during the years
    ended December 31, were:

	2002	2001
United States government obligations	$   702,000	$   200,000
Other Securities	10,209,786	7,523,042
Total Net Proceeds	$10,911,786	$ 7,723,042
	===========	===========

(5) NET ASSET VALUE

      The net asset value per share represents the effective price for all
    subscriptions and redemptions.

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48

(6) CAPITAL STOCK

      Shares of capital stock issued and redeemed are as follows:

	2002	2001
Shares sold	278,124	212,033
Shares issued to shareholders in
reinvestment of net investment
income and realized gain from
security transactions	12,549	13,597
	290,673	225,630
Shares redeemed	241,399	135,437
Net increase	49,274	90,193
	=======	=======

      Value of capital stock issued and redeemed is as follows:

	2002	2001
Shares sold	$ 6,925,345	$ 7,104,952
Shares issued to shareholders in
reinvestment of net investment
income and realized gain from
security transactions	320,294	465,193
	$ 7,245,639	$ 7,570,145
Shares redeemed	5,721,577	4,270,539
Net increase	$ 1,524,062	$ 3,299,606
	===========	============

(7) DISTRIBUTIONS TO SHAREHOLDERS

       On December 31, 2002, a cash distribution was declared from net investment
    income accrued through December 31, 2002.  This distribution was calculated
    as $.0555 per share.  The dividend will be paid on January 23, 2003 to
    shareholders of record on December 31, 2002.

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49

FINANCIAL HIGHLIGHTS*

Per share income and capital changes for a share outstanding for each of the

last five years were:

Per share income and capital changes for a share outstanding for each of the

last five years were:

	2002	2001	2000	1999	1998
Net Asset Value, Beginning of Period	$31.05	$38.59	$46.24	$34.26	$29.02
Income/(Loss) From Investment   Operations   Operations
Net Investment Income	$  .20	$  .26	$  .40	$  .30	$  .44
Net Gains or (Losses) on Securities    (both realized and unrealized)	(8.00)	(7.54)	(6.84)	12.89	7.36
Total From Investment Operations	$(7.80)	$(7.28)	$(6.44)	$13.19	$ 7.80
Less Distributions
Dividends from net investment income	$ (.20)	$ (.26)	$ (.40)	$ (.30)	$ (.44)
Distributions from capital gains	-__	-__	(.81)	(.91)	(2.12)
Total Distributions	$ (.20)	$ (.26)	$(1.21)	$(1.21)	$(2.56)
Net Asset Value, End of Period	$23.05	$31.05	$38.59	$46.24	$34.26
Total Return	(25.13)%	(18.89)%	(14.09)%	38.90%	27.48%
Ratios/Supplemental Data
Net Assets, End of Period    (in thousands)	$45,855	$60,245	$71,412	$69,736	$48,433
Ratio of Expenses to Average    Net Assets**	.85%	.79%	.72%	.73%	.77%
Ratio of Net Investment Income to    Average Net Assets **	.79%	.79%	.95%	.78%	1.37%
Portfolio Turnover Rate	23%	14%	19%	16%	24%

* Per share income and capital change data is computed using the weighted average

         number of shares outstanding method.

** Average net asset data is computed using monthly net asset value figures.

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

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

PART C

OTHER INFORMATION

__________________________________________________________________________

OTHER INFORMATION                      Bridges Investment Fund, Inc.              CAPITAL STOCK April 29, 2003                                         8401 West Dodge Road

                                                                 Omaha, Nebraska 68114

                                                                          402-397-4700

__________________________________________________________________________

Contents Page No.

Item 23. Exhibits                                                                                                                         2

Item 24. Persons Controlled by or Under Common Control with the Fund                          6

Item 25. Indemnification                                                                                                             6

Item 26. Business and Other Connections of Investment Adviser                                         6

Item 27. Principal Underwriters                                                                                                 8

Item 28. Location of Accounts and Records                                                                            8

Item 29. Management Services                                                                                                 8

Item 30. Undertakings                                                                                                                  8

SIGNATURES                                                                                                                               9

Special Notices

• This Other Information is not a Prospectus.
• This Other Information should be read in conjunction with Part A, the Prospectus of Bridges Investment Fund, Inc. dated April 29, 2003, and Part B, Statement of Additional Information.
• Copies of the Part A and Part B filings of Bridges Investment Fund, Inc. may be obtained from the office of the Fund at the address shown above.
• The date of this Other Information is April 29, 2003.

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2

Item 23. Exhibits

(a) (i) The Fund Articles of Incorporation, filed with the Form N-8B-1 and amendments thereto, in File No. 811-1209, are hereby incorporated by reference.

(ii) Amendment to Fund Articles of Incorporation, as filed with the Nebraska Secretary of State on February 27, 2001, increasing the authorized capital stock of the Fund from 3,000,000 to 6,000,000 shares, filed as Exhibit 23(a)(ii) to Form N-1A, Amendment No. 45, filed February 28, 2001, is hereby incorporated by reference.

(b) (i) The Fund By-Laws, filed with the Form N-8B-1 and amendments thereto, in File No. 811-1209, are hereby incorporated reference.

(ii) Amendment to Article III, Section 1 of Fund By-Laws increasing the number of Fund Directors from 11 to 14, Exhibit 23 (b)(ii) to Form N-1A, Amendment No. 27, filed April 19, 1999, is hereby incorporated by reference.

(c) (i) The Specimen Stock Certificate, filed with the Form S-5 in File No. 2-21600, is hereby incorporated by reference.

(ii) Account Application Form (Revision 10-25-99) filed as Exhibit 23 (c)(ii) to Form N-1A, Amendment No. 43, filed February 25, 2000, is hereby incorporated by reference.

(d) The Investment Advisory Agreement and Amendatory Advisory Agreement filed with Amendment No. 2 to the Form N-8B-1 in File No. 811-1209 are hereby incorporated by reference.

(e) Underwriting contracts: Not applicable.

(f) Bonus or profit sharing contracts: Not applicable.

(g) (i) The Custodian Agreement and Amendatory Custodian Agreement filed with Amendment No. 1 to the Form N-8B-1 in File No. 811-1209 are hereby incorporated by reference.

(ii) Custody agreement between Bridges Investment Fund, Inc. and the First National Bank of Omaha dated April 23, 1997, effective on July 1, 1997, Exhibit 26 to Form N-1A, Amendment No. 25, filed April 28, 1998, is hereby incorporated by reference.

Other Material Contracts:

(h) Copies of the model plans used by the Fund to establish retirement plans. Copies of the model plans in subparagraphs (i) through (xvii) are incorporated by reference:

(i) Exhibit SE-1 filed with Post-Effective Amendment No. 1 to the Form S-5, File No. 2-21600, is hereby incorporated by reference, including Amendments thereto with Post-Effective Amendments No. 2, 3 and 13. These materials relate to the Self-Employed Retirement Keogh Plans.

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3

(ii) Amended and Restated Standard Retirement Plan, including Application Forms, Participant Request For Distribution Forms, and Designation of Beneficiary Forms, and the Standard Custodial Agreement, Exhibit 24(i) to Form N-1A, Amendment No. 21, filed February 24, 1994, is hereby incorporated by reference.

(iii) Amended and Restated Standard Retirement Plan, corrected to final text approval by the Internal Revenue Service on July 31, 1990, Exhibit 24(j) to Form N-1A Amendment No. 18, filed February 22, 1991, is hereby incorporated by reference.

(iv) Amended and Restated Individual Retirement Account Custodial Agreement corrected to final text approval the Internal Revenue Service on June 11, 1993, Exhibit 24(k), to Form N-1A, Amendment No. 21, filed February 24, 1994, is hereby incorporated by reference.

(v) Amendment to Bridges Investment Fund, Inc. Standard Retirement Plan effective January 1, 1994, as adopted on March 29, 1994, Exhibit 24(l) to Form N-1A, Amendment No. 22, filed February 23, 1995, is hereby incorporated by reference.

(vi) Model Amendment for Qualified Military Service, Model Amendment for SIMPLE 401(k) Provisions, and a new Profit Sharing Plan Application Form reflecting the SIMPLE 401(k) Provisions at Part III all related to the Standard Retirement Plan  No. 001, Exhibit 14(m) to Form N-1A, Amendment No. 25, filed April 28, 1998, is hereby incorporated by reference.

(vii) Bridges Investment Fund, Inc. SIMPLE Individual Retirement Custodial Account Master Plan, including Application Form, Custodial Agreement, Disclosure Statement, Notice to Eligible Employees, Summary Description, Salary Reduction Agreement, Beneficiary Designation, and Request for Distribution Form, Exhibit 14(n) to Form N-1A, Amendment No. 25, filed April 28, 1998, is hereby incorporated by reference.

(viii) Roth Individual Retirement Custodial Account (IRS Form 5305-RA) with standardized text Attachment for Article IX, Exhibit 14(o) to Form N-1A, Amendment No. 25, filed April 28, 1998, is hereby incorporated by reference.

(ix) Education Individual Retirement Custodial Account (IRS Form 5305-EA) with standardized text Attachment for Article XI, Exhibit 14 (p) to Form N-1A, Amendment No. 25, filed April 28, 1998, is hereby incorporated by reference.

(x) Agreement dated July 14, 1987, to appoint Bridges Investor Services, Inc. as Dividend Disbursing and Transfer Agent, Exhibit 19 to Form N-1A, Amendment No. 15, filed February 25, 1988, is hereby incorporated by reference.

(xi) Agreement dated October 13, 1987, to establish jointly insured status under ICI Mutual Insurance Company fidelity blanket bond between Bridges Investment Fund, Inc.; Bridges Investor Services, Inc.; Bridges Investment Counsel, Inc.; and Edson Bridges II Investment Counsel in California, a proprietorship, Exhibit 21 to Form N-1A, Amendment No. 15, filed February 25, 1988, is hereby incorporated by reference.

(xii) Bridges Investment Fund, Inc. Standard Retirement Plan, Basic Plan Document No. 01, as revised January 1, 2000 (the "Basic Plan Document"), Exhibit 12 to Form N-1A, Amendment No. 48, filed March 22, 2002, is hereby incorporated by reference.

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4

(xiii) Basic Plan Document, as amended by the EGTRRA Amendment to the Bridges Investment Fund, Inc. Standard Retirement Plan (the "EGTRRA Amendment"), Exhibit 13 to Form N-1A, Amendment No. 48, filed March 22, 2002, is hereby incorporated by reference.

(xiv) Bridges Investment Fund, Inc. Standard Retirement Plan  No. 001, Profit Sharing Application, as Amended and Restated as of January 1, 2000 (the "Profit Sharing Application Form"), Exhibit 14 to Form N-1A, Amendment No. 48, filed March 22, 2002, is hereby incorporated by reference.

(xv) Addendum to Profit Sharing Application Form to incorporate the EGTRRA Amendment, Exhibit 15 to Form N-1A, Amendment No. 48, filed March 22, 2002, is hereby incorporated by reference.

(xvi) Bridges Investment Fund, Inc. Standard Retirement Plan   No. 002, Money Purchase Pension Application Form, as Amended and Restated as of January 1, 2000 (the "Money Purchase Pension Application Form"), Exhibit 16 to Form N-1A, Amendment No. 48, filed March 22, 2002, is hereby incorporated by reference.

(xvii) Addendum to Money Purchase Pension Application Form to incorporate the EGTRRA Amendment, Exhibit 17 to Form N-1A, Amendment No. 48, filed March 22, 2002, is hereby incorporated by reference.

(xviii) Bridges Investment Fund, Inc. Individual Retirement Account Custodial Agreement, as amended and restated as of January 1, 2002, with Application Form and Disclosure Statement.

(xix) Bridges Investment Fund, Inc. SIMPLE Individual Retirement Account Custodial Agreement, as amended and restated as of January 1, 2002, with Application Form and Disclosure Statement.

(xx) Model Form 5305-RA (Rev. March 2002) Roth Individual Retirement Custodial Account, Disclosure Statement, Contribution Form, Beneficiary Designation, and Request for Payment.

(xxi) Model Form 5305-EA (Rev. March 2002) Coverdell Education Savings Custodial Account, Contribution Form, Change of Designated Beneficiary, Designation or Change of Death Beneficiary, and Request for Payment.

(i) (i) The opinion and consent of counsel dated July 12, 1963, as to the legality of securities issued, Exhibit F of the original Form S-5 in File No. 2-21600, are hereby incorporated by reference.

(ii) The opinion and consent of legal counsel, February 25, 1988, as to the legality of securities issued, Exhibit 22, to Form N-1A, Amendment No. 16, filed February 24, 1989, is hereby incorporated by reference.

(j) Consent of Deloitte & Touche LLP  is filed herewith as Exhibit 23 (j)(i).

     Consent of KPMG LLP is filed herewith as Exhibit 23 (j)(ii).

(k) Omitted Financial Statements: Not applicable.

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5

(l) Initial Capital Agreements: Not applicable.

(m) Rule 12b-1 Plan: Not applicable.

(n) Rule 18f-3 Plan: Not applicable.

(o) Reserved: Not applicable.

(p) Restated Code of Ethics of Bridges Investment Fund, Inc. & Bridges Investment Counsel, Inc. as adopted October 12, 1999, filed as Exhibit 23 (p), to Form N-1A, Amendment No. 44, filed September 25, 2000, is hereby incorporated by reference.

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6

Item 24. Persons Controlled by or under Common Control with Registrant

Not applicable

Item 25. Indemnification

Under the Nebraska Business Corporation Act, as enacted in 1995, a Nebraska corporation, such as the Fund, is required to indemnify a director and officer who was wholly successful in the defense of any proceeding to which such person was a party because of his or her position as a director or officer against reasonable expenses, including attorney's fees, incurred in connection with such proceeding. A Nebraska corporation, such as the Fund, is permitted, but not required, to indemnify a director or officer against liability if such person conducted himself or herself in good faith, and the director or officer reasonably believed that his or her conduct was in the best interests of the corporation. The Fund has never been requested to provide indemnification by a director or officer, nor has the Fund taken any action or made any offer to indemnify a director or officer of the Fund.

Item 26. Business and Other Connections of Investment Adviser

Edson L. Bridges II is the President and a Director of Bridges Investment Counsel, Inc., as well as being Chairman and Chief Executive Officer and a Director of Bridges Investment Fund, Inc. Mr. Bridges II is President and a Director of Bridges Investor Services, Inc. Mr. Bridges II has a principal profession in investment counseling. During the last two fiscal years for the Fund, Mr. Bridges II acted for his own account in the capacity of director, officer, employee, partner or trustee in the following businesses or activities:

Name and Principal Business Address	Position with Business or Activity
Edson L. Bridges II Bridges Investment Advisers 8401 West Dodge Road Omaha, Nebraska 68114	Proprietor
Edson L. Bridges II Bridges Investment Management, Inc. 8401 West Dodge Road Omaha, Nebraska 68114	Director, Executive Administrator
N. P. Dodge Company Real Estate Brokers and Management 8701 West Dodge Road Omaha, Nebraska 68114	Director
Airlite Plastics Company 6110 Abbott Drive Omaha, Nebraska 68110-2805	Director

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7

Provident Trust Company 256 Durham Plaza 8401 West Dodge Road Omaha, Nebraska 68114	President and Director
Store Kraft Manufacturing Company Beatrice, Nebraska 68310	Director
West Omaha Land & Cattle Company 8401 West Dodge Road Omaha, Nebraska 68114	A Partner

The question in this item uses the terms substantial nature in requiring a response.  None of the foregoing relationships are substantial in terms of time commitment or compensation received as they may redquire only several hours per month or per calendar quarter of Mr. Bridges' time.  One exception to this statement would be Edson L. Bridges II, Bridges Investment Advisers, a proprietorship which is part of Mr. Bridges' principal profession.  The other exception is Provident Trust Company, discussed in more detail below.

Mr. Bridges II acts as a Trustee or Co-Trustee, primarily for revocable and testamentary trusts which have investment advisory client relationships with either Bridges Investment Counsel, Inc. or Bridges Investment Advisers.

Mr. Edson L. Bridges III is Executive Vice President-Investments of Bridges Investment Counsel, Inc. and a Director of that Company. Mr. Bridges III is President and Director of Bridges Investment Fund, Inc. and Vice President and Director of Bridges Investor Services, Inc. Mr. Bridges III has a principal profession of investment counseling. During the last two fiscal years for the Fund, Mr. Bridges III acted for his own account in the capacity of director, officer, employee, partner, or trustee in the following businesses or activities:

Name and Principal Business Address	Position with Business or Activity
Edson L. Bridges III Bridges Investment Management, Inc. 8401 West Dodge Road Omaha, Nebraska 68114	President and Chief Executive Officer
Provident Trust Company 256 Durham Plaza 8401 West Dodge Road Omaha, Nebraska 68114	Vice President and Director
Stratus Fund, Inc. 500 Centre Terrace 1225 "L" Street Lincoln, Nebraska 68508	Director

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8

Provident Trust Company was granted a charter by the State of Nebraska Department of Banking on March 11, 1992.  Trust business activities commenced on March 14, 1992.  Provident has a Management Agreement with Bridges Investment Counsel, Inc. that was entered into on March 26, 1991.  Mr. Bridges II and Mr. Bridges III were active during 2002 with assistance to Provident Trust Company for the conduct of its operations and services.  On December 31, 2002, Provident Trust Company was responsible to 832 customer accounts with assets valued at in excess of $691 million.

Item 27. Principal Underwriters

Not applicable

Item 28. Location of Accounts and Records

The principal records for the Fund to maintain under Rule 31a-3 of The Investment Company Act of 1940 are maintained by the Fund and its investment adviser at the offices of the Fund, Suite 256, Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114. The persons in charge of the corporate records are Mrs. Mary Ann Mason, Secretary, and Mrs. Nancy K. Dodge, Treasurer. Documents of original entry regarding the safekeeping of securities, disbursing of dividends and transfer agency work are maintained by Bridges Investor Services, Inc.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable

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9

February 28, 2003

SIGNATURES

February 28, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Fund has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, and State of Nebraska, on the 28 day of February, 2003.

BRIDGES INVESTMENT FUND, INC.

/s/ Edson L. Bridges II

Edson L. Bridges II, Chairman

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

/s/ Edson L. Bridges II_______ Edson L. Bridges II Edson L. Bridges II	Chairman	February 28, 2003 Date Date
/s/ Nancy K. Dodge_________ Nancy K. Dodge Nancy K. Dodge	Treasurer	February 28, 2003 Date Date
/s/ Frederick N. Backer______ Frederick N. Backer Frederick N. Backer	Director	February 28, 2003 Date Date
/s/ Edson L. Bridges II_______ Edson L. Bridges II Edson L. Bridges II	Director	February 28, 2003 Date Date
/s/ Edson L. Bridges III_______ Edson L. Bridges III Edson L. Bridges III	President Director	February 28, 2003 Date Date
/s/ N. P. Dodge, Jr.__________ N. P. Dodge, Jr. N. P. Dodge, Jr.	Director	February 28, 2003 Date Date
/s/ John W. Estabrook________ John W. Estabrook John W. Estabrook	Director	February 28, 2003 Date Date
________________________ Jon D. Hoffmaster	Director	_______________________ Date

/s/ John J. Koraleski________ John J. Koraleski John J. Koraleski	Director	February 28, 2003 Date Date
________________________ Roger A. Kupka	Director	_______________________ Date
________________________ Gary L. Petersen	Director	_______________________ Date
/s/ John T. Reed___________ John T. Reed John T. Reed	Director	February 28, 2003 Date Date
________________________ Roy A. Smith	Director	_______________________ Date
/s/ Janice D. Stoney________ Janice D. Stoney Janice D. Stoney	Director	February 28, 2003 Date Date
________________________ L.B. Thomas	Director	_______________________ Date
/s/ John K. Wilson__________ John K. Wilson John K. Wilson	Director	February 28, 2003 Date Date

EX-99.2Q RETRMT PLAN

Form5305-EA (Rev. March 2002) Department of the Treasury Internal Revenue Service	Coverdell Education Savings Custodial Account (Under section 530 of the Internal Revenue Code)				Do not file with the Internal Revenue Service
Name of depositor		Depositor's identification number		Check if amendment . . ► __
Name of designated beneficiary			Designated beneficiary's identification number
Address of designated beneficiary			Date of birth of designated beneficiary
Name of responsible individual (generally the parent or guardian of the designated beneficiary
Address of responsible individual
Name of custodian U.S. Bank National Association		Address or principal place of business of custodian 1700 Farnam Street, Omaha, Nebraska 68102
The depositor named above is establishing a Coverdell education savings account under section 530 for the benefit of the designated beneficiary exclusively to pay for the qualified elementary, secondary, and higher education expenses, within the meaning of section 530(b)(2), of such designated beneficiary. The depositor assigned the custodial account . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . dollars ($. . . . . . . . . . .. . . . . . . .) in cash. The depositor and the custodian make the following agreement:

Article I

The custodian may accept additional cash contributions provided the designated beneficiary has not attained the age of 18 as of the date such contributions are made. Contributions by an individual contributor may be made for the tax year of the designated beneficiary by the due date of the beneficiary's tax return for that year (excluding extensions). Total contributions that are not rollover contributions described in section 530(d)(5) are limited to $2,000 for the tax year. In the case of an individual contributor, the $2,000 limitation for any year is phased out between modified adjusted gross income (AGI of $95,000 and $110,000. For married individuals filing jointly, the phase-out occurs between modified AGI of $190,000 and $220,000. Modified AGI is defined in section 530(c)(2).

Article II

No part of the custodial account funds may be invested in life insurance contracts, nor may the assets of the custodial account be commingled with other property except in a common trust fund or a common investment fund (within the meaning of section 530(b)(1)(D)).

Article III

1. Any balance to the credit of the designated beneficiary on the date on which he or she attains age 30 shall be distributed to him or her within 30 days of such date.

2. Any balance to the credit of the designated beneficiary shall be distributed within 30 days of his or her death unless the designated death beneficiary is a family member of the designated beneficiary and is under the age of 30 on the date of death. In such case, that family member shall become the designated beneficiary as of the date of death.

Article IV

The depositor shall have the power to direct the custodian regarding the investment of the above-listed amount assigned to the custodial account (including earnings thereon) in the investment choices offered by the custodian. The responsible individual, however, shall have the power to redirect the custodian regarding the investment of such amounts, as well as the power to direct the custodian regarding the investment of all additional contributions (including earnings thereon) to the custodial account. In the event that the responsible individual does not direct the custodian regarding the investment of additional contributions (including earnings thereon), the initial investment direction of the depositor also will govern all additional contributions made to the custodial account until such time as the responsible individual otherwise directs the custodian. Unless otherwise provided in this agreement, the responsible individual also shall have the power to direct the custodian regarding the administ ration, management, and distribution of the account.

Article V

The "responsible individual" named by the depositor shall be a parent or guardian of the designated beneficiary. The custodial account shall have only one responsible individual at any time. If the responsible individual becomes incapacitated or dies while the designated beneficiary is a minor under state law, the successor responsible individual shall be the person named to succeed in that capacity by the preceding responsible individual in a witnessed writing or, if no successor is so named, the successor responsible individual shall be the designated beneficiary's other parent or successor guardian. Unless otherwise directed by checking the option below, at the time that the designated beneficiary attains the age of majority under state law, the designated beneficiary becomes the responsible individual. If a family member under the age of majority under state law becomes the designated beneficiary by reason of being a named death beneficiary, the responsible individual shall be such designated bene ficiary's parent or guardian.

__ Option (This provision is effective only if checked): The responsible individual shall continue to serve as the responsible individual for the custodial account after the designated beneficiary attains the age of majority under state law and until such time as all assets have been distributed from the custodial account and the custodial account terminates. If the responsible individual becomes incapacitated or dies after the designated beneficiary reaches the age of majority under state law, the responsible individual shall be the designated beneficiary.

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Article VI

The responsible individual __ may or __ may not change the beneficiary designated under this agreement to another member of the designated beneficiary's family described in section 529(e)(2) in accordance with the custodian's procedures.

Article VII

1. The depositor agrees to provide the custodian with all information necessary to prepare any reports required by section 530(h).

2. The custodian agrees to submit to the Internal Revenue Service (IRS) and responsible individual the reports prescribed by the IRS.

Article VIII

Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III will be controlling. Any additional articles inconsistent with section 530 and the related regulations will be invalid.

Article IX

This agreement will be amended as necessary to comply with the provisions of the Code and the related regulations. Other amendments may be made with the consent of the depositor and the custodian whose signatures appear below.

Article X

Article X may be used for any additional provisions. If no other provisions will be added, draw a line through this space. If provisions are added, they must comply with applicable requirements of state law and the Internal Revenue Code.

SEE ATTACHED

Depositor's signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . .

Custodian's signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . .

Witness' signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . .

(use only if signature of the depositor or the custodian is required to be witnessed.)

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General instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

Form 5305-EA is a model custodial account agreement that meets the requirements of section 530(b)(1) and has been pre-approved by the IRS. A Coverdell education savings account (ESA) is established after the form is fully executed by both the depositor and the custodian. This account must be created in the United States for the exclusive purpose of paying the qualified elementary, secondary, and higher education expenses of the designated beneficiary.

If the model account is a trust account, see Form 5305-E, Coverdell Education Savings Trust Account.

Do not file Form 5305-EA with the IRS. Instead, the depositor must keep the completed form in its records.

Definitions

Custodian. The custodian must be a bank or savings and loan association, as defined in section 408(n), or any person who has the approval of the IRS to act as custodian. Any person who may serve as a custodian of a traditional IRA may serve as the custodian of a Coverdell ESA.

Depositor. The depositor is the person who establishes the custodial account.

Designated beneficiary. The designated beneficiary is the individual on whose behalf the custodial account has been established.

Family member. Family members of the designated beneficiary include his or her spouse, child, grandchild, sibling, parent, niece or nephew, son-in-law, daughter-in-law, father-in-law, mother-in-law, brother-in-law, or sister-in-law, and the spouse of any such individual. A first cousin, but not his or her spouse, is also a "family member."

Responsible individual. The responsible individual, generally, is a parent or guardian of the designated beneficiary. However, under certain circumstances, the responsible individual may be the designated beneficiary.

Identification Numbers.

The depositor's and designated beneficiary's social security numbers will serve as their identification numbers. If the depositor is a nonresident alien and does not have an identification number, write "Foreign" in the block where the number is requested. The designated beneficiary's social security number is the identification number of his or her Coverdell ESA. If the designated beneficiary is a nonresident alien, the designated beneficiary's individual taxpayer identification number is the identification number of his or her Coverdell ESA. An employer identification number (EIN) is required only for a Coverdell ESA for which a return is filed to report unrelated business income. An EIN is required for a common fund created for Coverdell ESAs.

Specific Instructions

Note: The age limitation restricting contributions, distributions, rollover contributions, and change of beneficiary are waived for a designated beneficiary with special needs.

Article X. Article X and any that follow may incorporate additional provisions that are agreed to by the depositor and custodian to complete the agreement. They may include, for example, provisions relating to: definitions, investment powers, voting rights, exculpatory provisions, amendment and termination, removal of the custodian, custodian's fees, state law requirements, treatment of excess contributions, and prohibited transactions with the depositor, designated beneficiary, or responsible individual, etc. Attach additional pages as necessary.

Optional provisions in Article V and Article VI. Form 5305-EA may be reproduced in a manner that provides only those optional provisions offered by the custodian.

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ARTICLE X

Form 5305-EA Coverdell Education Savings Custodial Account

1. Upon completion and execution of the Form 5305-EA by the Depositor, and upon acceptance thereof by U.S. Bank National Association (hereinafter the "Custodian"), the Custodian shall establish and maintain a Coverdell Education Savings Custodial Account (hereinafter the "Account"), in the name of the Designated Beneficiary. The Account established for the Designated Beneficiary shall be a Coverdell Education Savings Account as described in Section 530 of the Internal Revenue Code. The contributions to the Coverdell Education Savings Account on behalf of the Designated Beneficiary and any accumulations and earnings thereon shall be credited to the Account.

2. The amount of each contribution on behalf of the Designated Beneficiary shall be applied to the purchase of shares of Bridges Investment Fund, Inc. (hereinafter referred to as "Investment Company Shares"). Such purchases shall be made on the first business day following the day said contribution is received; provided, however, if the contribution received is less than $500 then, in such event, the purchase of Investment Company Shares shall be made not later than the next following 5th, 15th or 25th day of the month after receipt of the contribution.

3. All cash dividends and capital gain distributions received in respect of Investment Company Shares held in the Account shall be reinvested in shares of the Investment Company from which they were received and such shares shall be credited to such Account. Such reinvestment shall be made on the last bank business day of the month in which the distribution is received by the Custodian and on which such shares are offered for sale. The amount of each such distribution, unless received in additional shares of such Company, and the amount of each contribution credited to such Account shall be applied to the purchase of as many full Investment Company Shares as can be purchased with the amount of such contribution or distribution plus any uninvested, unexpended balance of any prior such amount credited to such Account, and the Custodian, in its discretion may, but need not, purchase fractional shares of such Company. Any uninvested, unexpended balance of such contribution or distribution shall re main credited to such Account. If any distribution from Bridges Investment Fund, Inc., may be received at the election of the shareholder in additional Investment Company Shares or in cash or other property, the Custodian shall elect to receive such distribution in additional Investment Company Shares. All Investment Company Shares acquired by the Custodian shall be registered in the name of the Custodian or its nominee, but ownership thereof shall be deemed vested in the Designated Beneficiary subject to the terms and provisions of this Article X.

4. The Custodian shall make payments from the Account from time to time in accordance with written instructions, in form acceptable to the Custodian, received from the Depositor, or "Responsible Individual" (as that term is defined in Article V). The Custodian shall be fully protected in acting on written instructions of the Depositor or Responsible Individual and shall not be liable with respect to such payment. The Depositor shall be solely responsible for determining his or her eligibility to establish the Account, and the Depositor and/or Responsible Individual shall be solely responsible for the tax consequences of contributions to and distributions from the Account. The Custodian shall be entitled to rely absolutely on the representations of the Depositor and/or Responsible Individual with respect to all such matters. The Custodian shall only be held responsible for a failure to use ordinary diligence in safekeeping all funds deposited hereunder or making payments as required by the Depos itor or Responsible Individual.

5. Subject to applicable federal and state penalty taxes for distributions not used for qualified education expenses, or distributions in excess of such expenses, the Responsible Individual shall always have the right to withdraw all or any part of this Account upon written notice to the Custodian.

6. Payments made in accordance with this Agreement will continue only so long as amounts remain in the Account. Once the Account is exhausted, the Custodian will be relieved of any and all liability to make payments to the Depositor or his or her Beneficiary.

7. The Custodian shall not engage in any prohibited transactions as defined in Section 4975 of the Internal Revenue Code.

8. The Depositor or the Custodian shall have the right to terminate the Account upon 60 days written notice to the other party. In the event of such termination, the Custodian shall make distribution of the Account to the Depositor or to another Coverdell Education Savings Account designated by the Depositor.

CONTRIBUTION FORM

COVERDELL EDUCATION SAVINGS CUSTODIAL ACCOUNT

BRIDGES INVESTMENT FUND, INC.

The undersigned, a contributor under the Coverdell Education Savings Custodial Account for investment in shares of Bridges Investment Fund, Inc., hereby makes the following contribution to the Account established in the name of ___________________________________________ ("Designated Beneficiary"):

1. Upon completion and execution of the Form 5305-EA by the Depositor, and upon acceptance thereof by U.S. Bank National Association (hereinafter the "Custodian"), the Custodian shall establish and maintain a Coverdell Education Savings Custodial Account (hereinafter the "Account"), in the name of the Designated Beneficiary. The Account established for the Designated Beneficiary shall be a Coverdell Education Savings Account as described in Section 530 of the Internal Revenue Code. The contributions to the Coverdell Education Savings Account on behalf of the Designated Beneficiary and any accumulations and earnings thereon shall be credited to the Account.

2. The amount of each contribution on behalf of the Designated Beneficiary shall be applied to the purchase of shares of Bridges Investment Fund, Inc. (hereinafter referred to as "Investment Company Shares"). Such purchases shall be made on the first business day following the day said contribution is received; provided, however, if the contribution received is less than $500 then, in such event, the purchase of Investment Company Shares shall be made not later than the next following 5th, 15th or 25th day of the month after receipt of the contribution.

3. All cash dividends and capital gain distributions received in respect of Investment Company Shares held in the Account shall be reinvested in shares of the Investment Company from which they were received and such shares shall be credited to such Account. Such reinvestment shall be made on the last bank business day of the month in which the distribution is received by the Custodian and on which such shares are offered for sale. The amount of each such distribution, unless received in additional shares of such Company, and the amount of each contribution credited to such Account shall be applied to the purchase of as many full Investment Company Shares as can be purchased with the amount of such contribution or distribution plus any uninvested, unexpended balance of any prior such amount credited to such Account, and the Custodian, in its discretion may, but need not, purchase fractional shares of such Company. Any uninvested, unexpended balance of such contribution or distribution shall remain credite d to such Account. If any distribution from Bridges Investment Fund, Inc., may be received at the election of the shareholder in additional Investment Company Shares or in cash or other property, the Custodian shall elect to receive such distribution in additional Investment Company Shares. All Investment Company Shares acquired by the Custodian shall be registered in the name of the Custodian or its nominee, but ownership thereof shall be deemed vested in the Designated Beneficiary subject to the terms and provisions of this Article X.

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4. The Custodian shall make payments from the Account from time to time in accordance with written instructions, in form acceptable to the Custodian, received from the Depositor, or "Responsible Individual" (as that term is defined in Article V). The Custodian shall be fully protected in acting on written instructions of the Depositor or Responsible Individual and shall not be liable with respect to such payment. The Depositor shall be solely responsible for determining his or her eligibility to establish the Account, and the Depositor and/or Responsible Individual shall be solely responsible for the tax consequences of contributions to and distributions from the Account. The Custodian shall be entitled to rely absolutely on the representations of the Depositor and/or Responsible Individual with respect to all such matters. The Custodian shall only be held responsible for a failure to use ordinary diligence in safekeeping all funds deposited hereunder or making payments as required by the Depos itor or Responsible Individual.

5. Subject to applicable federal and state penalty taxes for distributions not used for qualified education expenses, or distributions in excess of such expenses, the Responsible Individual shall always have the right to withdraw all or any part of this Account upon written notice to the Custodian.

6. Payments made in accordance with this Agreement will continue only so long as amounts remain in the Account. Once the Account is exhausted, the Custodian will be relieved of any and all liability to make payments to the Depositor or his or her Beneficiary.

7. The Custodian shall not engage in any prohibited transactions as defined in Section 4975 of the Internal Revenue Code.

8. The Depositor or the Custodian shall have the right to terminate the Account upon 60 days written notice to the other party. In the event of such termination, the Custodian shall make distribution of the Account to the Depositor or to another Coverdell Education Savings Account designated by the Depositor.

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CONTRIBUTION FORM

COVERDELL EDUCATION SAVINGS CUSTODIAL ACCOUNT

BRIDGES INVESTMENT FUND, INC.

The undersigned, a contributor under the Coverdell Education Savings Custodial Account for investment in shares of Bridges Investment Fund, Inc., hereby makes the following contribution to the Account established in the name of ___________________________________________ ("Designated Beneficiary"):

 Regular Contribution. NOTE: A regular contribution can only be made if the Designated Beneficiary has not attained the age of 18, unless the Designated Beneficiary is a special needs Designated Beneficiary.

For the taxable year ending on ____________, the amount of $______ to the Designated Beneficiary's Account. In making this cash contribution, I certify that my "modified adjusted gross income" (as defined in Section 530(c) of the Internal Revenue Code) does not exceed $190,000 if I am married and file a joint tax return, or $95,000 in all other cases; provided, however, if my modified adjusted gross income exceeds these amounts, I understand that the maximum contribution I can make will be limited in accordance with Article I of Form 5305-EA, Coverdell Education Savings Custodial Account Agreement. I further certify that no other cash contributions have been made for such taxable year to this Account or any other Coverdell Education Savings Account established for the benefit of the above-named Designated Beneficiary.

 Rollover or Transfer Contribution. The amount of $____________, which amount is a contribution. If this is a rollover contribution, I certify that I am rolling over an existing Coverdell Education Savings Account to this Account within 60 days after the date of the withdrawal of the existing Coverdell Education Savings Account. I further certify that I am transferring or rolling over an existing Coverdell Education Savings Account for the benefit of the above-named Designated Beneficiary, or a member of the above-named Designated Beneficiary's family (within the meaning of Section 529(e)(2) of the Internal Revenue Code). NOTE: The rollover and transfer contribution rules are complex. Before you make a rollover or transfer contribution, you should consult your tax advisor to make sure the contribution qualifies as a tax-free transaction.

The contribution made hereby shall be held and invested by the Custodian pursuant to the terms of the Custodial Agreement.

Account Number                                                      Signature of Contributor

Date                                                                           Printed Name of Contributor

ACCEPTED for U.S. Bank National Association, Omaha, Nebraska

By: _____________________________________________

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CHANGE OF DESIGNATED BENEFICIARY

COVERDELL EDUCATION SAVINGS CUSTODIAL ACCOUNT

BRIDGES INVESTMENT FUND, INC.

The undersigned Responsible Individual, pursuant to Article VI of Form 5305-EA, Coverdell Education Savings Custodial Account Agreement (the "Account"), hereby directs that the amount credited to the Account established on behalf of the Designated Beneficiary listed in Part I of this Change of Designated Beneficiary form be transferred to an Account maintained for the benefit of the Designated Beneficiary listed in Part II.

I. CURRENT ACCOUNT INFORMATION

A. Current Designated Beneficiary. Complete the following information with respect to the current Designated Beneficiary.

Designated Beneficiary's Name                        Date of Birth                                Soc. Sec. No.

Designated Beneficiary's Address                                        Area Code and Phone

B. Responsible Individual. Complete the following information with respect to the Responsible Individual of the above-named Designated Beneficiary. The Responsible Individual is generally the parent or the guardian of the Designated Beneficiary. However, if the above-named Designated Beneficiary has attained the age of majority under state law, he or she is the Responsible Individual unless determined otherwise pursuant to Article V of Form 5305-EA, Coverdell Education Savings Custodial Account Agreement.

Responsible Individual's Name                           Relationship to Above-Named Designated Beneficiary

Address                                                                                      Area Code and Phone

II. NEW ACCOUNT INFORMATION

A. Designated Beneficiary Information. Complete the following information with respect to the new Designated Beneficiary for whom the Account will be maintained.

New Designated Beneficiary's Name                         Date of Birth                                Soc. Sec. No.

New Designated Beneficiary's Address                                       Area Code and Phone

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B. Responsible Individual Information. Complete the following information with respect to the Responsible Individual of the new Designated Beneficiary listed in Part II A of this Change of Designated Beneficiary form. The Responsible Individual is generally the parent or the guardian of the Designated Beneficiary. However, if the Designated Beneficiary named in Part II A has attained the age of majority under state law, he or she is the Responsible Individual unless determined otherwise pursuant to Article V of Form 5305-EA, the Coverdell Education Savings Custodial Account Agreement.

Responsible Individual's Name                      Relationship to Designated Beneficiary Listed in Part II A

Address                                                                                          Area Code and Phone

III. CERTIFICATION AND EXECUTION

In naming a new Designated Beneficiary, I hereby certify that:

I am the "Responsible Individual" (as described in Articles V and VI of Form 5305-EA, Coverdell Education Savings Custodial Account Agreement) of the Designated Beneficiary listed in Part I A;

I am authorized under Article VI of Form 5305-EA, Coverdell Education Savings Custodial Account Agreement to name a new Designated Beneficiary as provided therein;

The new Designated Beneficiary listed in Part II of this Change of Designated Beneficiary Form is a member of the current Designated Beneficiary's family as described in Section 529(e)(2) of the Internal Revenue Code; and

The Designated Beneficiary listed in Part II A has not attained age 30.

Date                                                                                                                            Printed Name of Responsible Individual

Listed in Part I Above

Signature of Responsible Individual

Listed in Part I Above

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DESIGNATION OR CHANGE OF DEATH BENEFICIARY

COVERDELL EDUCATION SAVINGS CUSTODIAL ACCOUNT

BRIDGES INVESTMENT FUND, INC.

The Responsible Individual should complete Parts I, II, and III of this Request for Payment form to designate or change a Death Beneficiary with respect to the Coverdell Education Savings Custodial Account (the "Account") for investment in shares of Bridges Investment Fund, Inc. The Responsible Individual is shown on Form 5305-EA, Coverdell Education Savings Custodial Account, and is generally the parent or guardian of the Designated Beneficiary for whom this Account was established. However, unless otherwise elected pursuant to Article V of Form 5305-EA, Coverdell Education Savings Custodial Account Agreement, the Designated Beneficiary, upon attaining the age of majority under state law, becomes the Responsible Individual.

I. DESIGNATED BENEFICIARY INFORMATION

Name                                                                                                                 Social Security Number

Address                                                                                                                 Area Code and Phone Number

II. RESPONSIBLE INDIVIDUAL INFORMATION

Name                                                                                                                     Social Security Number

Address                                                                                                                 Area Code and Phone Number

III. DESIGNATION OF PRIMARY DEATH BENEFICIARY

Pursuant to the provisions of the Coverdell Education Savings Custodial Account Agreement, which permit me, as the Responsible Individual to designate a beneficiary or beneficiaries of benefits under the Account, I hereby direct that upon the death of the above-named Designated Beneficiary, the unpaid balance of the Account shall be paid to the following person(s) as PRIMARY DEATH BENEFICIARY(IES):

Name                                 Address                                                                     Relationship to Designated Beneficiary

Name                                 Address                                                                     Relationship to Designated Beneficiary

Name                                 Address                                                                      Relationship to Designated Beneficiary

IV. DESIGNATION OF CONTINGENT DEATH BENEFICIARY

If, upon the death of the Designated Beneficiary, no Primary Death Beneficiary is living, such amount or amounts shall be paid to the following person(s) as CONTINGENT DEATH BENEFICIARY(IES):

Name                                 Address                                                                         Relationship of Designated Beneficiary

Name                                 Address                                                                             Relationship of Designated Beneficiary

Name                                 Address                                                                             Relationship of Designated Beneficiary

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The form of distribution of such amounts shall be pursuant to the distribution provisions of the Account.

If more than one Primary Death Beneficiary has been designated, the unpaid balance of the Account shall be equally divided among the above Primary Death Beneficiaries who are living at the time of the Designated Beneficiary's death unless I specify otherwise on this form. If, upon the Designated Beneficiary's death, there is no Primary Death Beneficiary living, and if I have named more than one Contingent Death Beneficiary, the unpaid balance of the Account shall be equally divided among the named Contingent Death Beneficiaries who are living at the time of the Designated Beneficiary's death unless I specify otherwise on this form. If no Primary or Contingent Death Beneficiary survives the Designated Beneficiary, the unpaid balance of the Account shall be paid to the Designated Beneficiary's estate. If a Death Beneficiary is alive and otherwise eligible to receive a benefit on the date of the Designated Beneficiary's death, but dies before actually receiving payment, the benefit for such beneficiary s hall be paid to the deceased beneficiary's estate.

Neither this designation nor any future change of designation will be effective unless filed with the Custodian prior to the Designated Beneficiary's death. This Designation or Change of Death Beneficiary is subject to the terms of the Coverdell Education Savings Custodial Account Agreement as it may be amended from time to time, and the rights of beneficiaries are governed by the terms of the Agreement.

The execution of this form and delivery thereof to the Custodian revokes all prior designations of beneficiaries that the undersigned may have made.

V. ACKNOWLEDGMENT AND EXECUTION

In executing this Designation or Change of Death Beneficiary, I hereby understand and acknowledge the following:

• I am the "Responsible Individual" (as described in Articles V and VI of Form 5305-EA, Coverdell Education Savings Custodial Agreement) of the Designated Beneficiary listed in Part I, and as the Responsible Individual, I am authorized to name a new Death Beneficiary.
• Each Death Beneficiary listed in Parts III and IV of this Designation or Change of Death Beneficiary is under the age of 30, and is a member of the Designated Beneficiary's family as described in Internal Revenue Code Section 529(e)(2).
• Upon the Designated Beneficiary's death the Death Beneficiary(ies) set forth herein will become the Designated Beneficiary of the Account.

Dated:

Signature of Responsible Individual

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REQUEST FOR PAYMENT

COVERDELL EDUCATION SAVINGS CUSTODIAL ACCOUNT

BRIDGES INVESTMENT FUND, INC.

The Responsible Individual should complete Parts I, II, and III of this Request for Payment form to request a payment from the Coverdell Education Savings Custodial Account (the "Account") for investment in shares of Bridges Investment Fund, Inc. The Responsible Individual is shown on Form 5305-EA, Coverdell Education Savings Custodial Account, and is generally the parent or guardian of the Designated Beneficiary for whom this Account was established. However, unless otherwise elected pursuant to Article V of Form 5305-EA, Coverdell Education Savings Custodial Account Agreement, the Designated Beneficiary, upon attaining the age of majority under state law, becomes the Responsible Individual.

I. CURRENT ACCOUNT INFORMATION

Designated Beneficiary's Name                         Date of Birth                                     Soc. Sec. No.

Designated Beneficiary's Address                                                 Area Code and Phone

Responsible Individual's Name                             Relationship to Above-Named Designated Beneficiary

Responsible Individual's Address

II. PAYMENT REQUESTED

The undersigned Responsible Individual hereby requests that payment from this Account be paid to him/her as follows:

 A single sum payment in the amount of $ (if entire interest, insert "Balance of Account").

 [monthly, quarterly, annual] payments in the amount of $_____________ per payment for a period of [months, years].

 Equal or substantially equal [monthly, quarterly, annual] payments for a period of _____________ [months, years].

Unless directed otherwise, upon the Designated Beneficiary's attainment of age 30, the balance of the Account will be paid to the Designated Beneficiary in a single sum payment within 30 days of the Designated Beneficiary's 30th birthday. If the Designated Beneficiary dies before his/her entire interest in the Account has been distributed, the balance of the Account will be paid to the Designated Beneficiary's estate within 30 days of the Designated Beneficiary's death unless directed otherwise pursuant to a Designation or Change of Death Beneficiary Form.

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III. CERTIFICATION AND EXECUTION

In requesting the above payment, I, the undersigned Responsible Individual, hereby certify, acknowledge, and understand that:

I am the Responsible Individual as described in Articles V and VI of Form 5305-EA, Coverdell Education Savings Custodial Account Agreement, and am authorized to request payment from this Account;

The requested payment amount in Part II, when considered alone or aggregated with any other payments for such taxable year from any Coverdell Education Savings Account established for the benefit of the Designated Beneficiary, does not exceed the amount of the Designated Beneficiary's "qualified education expenses" as described in Internal Revenue Code Section 530(b)(2) for such taxable year;

That if the requested payment is not used for the Designated Beneficiary's "qualified education expenses" for such taxable year, or if the sum of all payments for such taxable year from any Coverdell Education Savings Account established for the Designated Beneficiary exceeds the Designated Beneficiary's "qualified education expenses" for such taxable year, then all or a portion of the payment may be subject to federal and state income taxes;

That in addition to federal and state income taxes that may be imposed on any requested payment from this Account, the Designated Beneficiary may be subject to a 10% penalty tax unless the requested payment is made on account of the death of the Designated Beneficiary, on account of the Designated Beneficiary's being disabled (within the meaning of Section 72(m)(7) of the Internal Revenue Code, or made on account of a payment described in Section 25A(g)(2) of the Internal Revenue Code to the extent that the requested amount does not exceed the amount of such payment.

NOTICE TO RESPONSIBLE INDIVIDUAL: Prior to submitting this Request for Payment, you should consult with your attorney or other tax adviser to familiarize yourself with the tax consequences of a payment from this Account. The Responsible Individual and/or the Designated Beneficiary has the sole responsibility for determining the tax and financial consequences of any payment from this Account. Nothing contained in this form should be construed as an opinion as to the tax consequences of any payment from this Account.

Account Number                                                                             Signature of Responsible Individual

Date                                                                                                     Printed Name of Responsible Individual

ACCEPTED for U.S. Bank National Association, Omaha, Nebraska

By:

Its:

EX-99.2Q RETRMT PLAN

Form5305-RA (Rev. March 2002) Department of the Treasury Internal Revenue Service	Roth Individual Retirement Custodial Account (Under section 408A of the Internal Revenue Code)				Do not file with the Internal Revenue Service
Name of depositor		Date of birth of depositor		Social security number
Address of depositor				Check if amendment . . ►__
Name of custodian U.S. Bank National Association			Address or principal place of business of custodian 1700 Farnam Street Omaha, NE 68102
The depositor named above is establishing a Roth individual retirement account (Roth IRA) under section 408A to provide for his or her retirement and for the support of his or her beneficiaries after death. The custodian named above has given the depositor the disclosure statement required by Regulations section 1.408-6. The depositor assigned the custodial account $ . . . . . . . . . . . . . . . . . . . . . The depositor and the custodian make the following agreement:

Article I

Except in the case of a rollover contribution described in section 408A(e), a recharacterized contribution described in section 408A(d)(6), or an IRA Conversion Contribution, the custodian will accept only cash contributions up to $3,000 per year for tax years 2002 through 2004. That contribution limit is increased to $4,000 for tax years 2005 through 2007 and $5,000 for 2008 and thereafter. For individuals who have reached the age of 50 before the close of the tax year, the contribution limit is increased to $3,500 per year for tax years 2002 through 2004, $4,500 for 2005, $5,000 for 2006 and 2007, and $6,000 for 2008 and thereafter. For tax years after 2008, the above limits will be increased to reflect a cost-of-living adjustment, if any.

Article II

1. The annual contribution limit described in Article I is gradually reduced to $0 for higher income levels. For a single depositor, the annual contribution is phased out between adjusted gross income (AGI of $95,000 and $110,000; for a married depositor filing jointly, between AGI of $150,000 and $160,000; and for a married depositor filing separately, between AGI of $0 and $10,000. In the case of a conversion, the custodian will not accept IRA Conversion Contributions in a tax year if the depositor's AGI for the tax year the funds were distributed from the other IRA exceeds $100,000 or if the depositor is married and files a separate return. Adjusted gross income is defined in section 408A(c)(3) and does not include IRA Conversion Contributions.

2. In the case of a joint return, the AGI limits in the preceding paragraph apply to the combined AGI of the depositor and his or her spouse.

Article III

The depositor's interest in the balance in the custodial account is nonforfeitable.

Article IV

1. No part of the custodial account funds may be invested in life insurance contracts, nor may the assets of the custodial account be commingled with other property except in a common trust fund or common investment fund (within the meaning of section 408(a)(5)).

2. No part of the custodial account funds may be invested in collectibles (within the meaning of section 408(m)) except as otherwise permitted by section 408(m)(3), which provides an exception for certain gold, silver, and platinum coins, coins issued under the laws of any state, and certain bullion.

Article V

1. If the depositor dies before his or her entire interest is distributed to him or her and the depositor's surviving spouse is not the designated beneficiary, the remaining interest will be distributed in accordance with (a) below or, if elected or there is no designated beneficiary in accordance with (b) below:

(a) The remaining interest will be distributed, starting by the end of the calendar year following the year of the depositor's death, over the designated beneficiary's remaining life expectancy as determined in the year following the death of the depositor.

(b) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the depositor's death.

2. The minimum amount that must be distributed each year under paragraph 1(a) above is the account value at the close of business on December 31 of the preceding year divided by the life expectancy (In the single life table in Regulations section 1.401 (a)(9)-9) of the designated beneficiary using the attained age of the beneficiary in the year following the year of the depositor's death and subtracting 1 from the divisor for each subsequent year.

3. If the depositor's surviving spouse is the designated beneficiary, such spouse will then be treated as the depositor.

Article VI

1. The depositor agrees to provide the custodian with all information necessary to prepare any reports required by sections

408(i) and 408A(d)(3)(E), Regulations sections 1.408-5 and 1.408-6, or other guidance published by the Internal Revenue Service (IRS).

2. The custodian agrees to submit to the IRS and depositor the reports prescribed by the IRS.

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Article VII

Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through IV and this sentence will be controlling. Any additional articles inconsistent with section 408A, the related regulations, and other published guidance will be invalid.

Article VIII

This agreement will be amended as necessary to comply with the provisions of the Code, the related regulations, and other published guidance. Other amendments may be made with the consent of the persons whose signatures appear below.

Article IX

Article IX may be used for any additional provisions. If no other provisions will be added, draw a line through this space. If provisions are added, they must comply with applicable requirements of state law and the Internal Revenue Code.

SEE ATTACHED

Depositor's signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . .

Custodian's signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . .

Witness' signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . .

(use only if signature of the depositor or the custodian is required to be witnessed.)

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General instructions

Section references are to the Infernal Revenue Code unless otherwise noted.

Purpose of Form

Form 5305-RA is a model custodial account agreement that meets the requirements of section 408A and has been pre-approved by the IRS. A Roth individual retirement account (Roth IRA) is established after the form is fully executed by both the individual (depositor) and the custodian. This account must be created in the United States for the exclusive benefit of the depositor and his or her beneficiaries.

Do not file Form 5305-RA with the IRS. Instead, keep it with your records.

Unlike contributions to traditional individual retirement arrangements, contributions to a Roth IRA are not deductible from the depositor's gross income; and distributions after 5 years that are made when the depositor is 59 1/2 years of age or older or on account of death, disability, or the purchase of a home by a first-time homebuyer (limited to $10,000), are not includible in gross income. For more information on Roth IRAs, including the required disclosures the custodian must give the depositor,

see Pub. 590. Individual Retirement Arrangements (IRAs).

Definitions

IRA Conversion Contributions. IRA Conversion Contributions are amounts rolled over, transferred, or considered transferred from a nonRoth IRA to a Roth IRA. A nonRoth IRA is an individual retirement account or annuity described in section 408(a) or 408(b), other than a Roth IRA.

Custodian. The custodian must be a bank or savings and loan association, as defined in section 408(n), or any person who has the approval of the IRS to act as custodian.

Depositor. The depositor is the person who establishes the custodial account.

Specific Instructions

Article I. The depositor may be subject to a 6% tax on excess contributions if

(1) contributions to other individual retirement arrangements of the depositor have been made for the same tax year, (2) the depositor's adjusted gross income exceeds the applicable limits in Article II for the tax year, or

(3) the depositor's and spouse's compensation is less than the

amount contributed by or on behalf of them for the tax year. The depositor should see the disclosure statement or Pub. 590 for more information.

Article V. This article describes how

distributions will be made from the Roth IRA after the depositor's death. Elections made pursuant to this article should be reviewed periodically to ensure they correspond to the depositor's intent. Under paragraph 3 of Article V, the depositor's spouse is treated as the owner of the Roth IRA upon the death of the depositor, rather than as the beneficiary. If the spouse is to be treated as the beneficiary, and not the owner, an overriding provision should be added to Article IX.

Article IX. Article IX and any that follow

it may incorporate additional provisions that are agreed to by the depositor and custodian to complete the agreement. They may include, for example, definitions, investment powers, voting rights, exculpatory provisions, amendment and termination, removal of the custodian, custodian's fees, state law requirements, beginning date of distributions, accepting only cash, treatment of excess contributions, prohibited transactions with the depositor, etc. Attach additional pages if necessary.

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ARTICLE IX

Form 5305-RA Roth Individual Retirement Custodial Account

1. Upon completion and execution of the Form 5305-RA by the Depositor, and upon acceptance thereof by U.S. Bank National Association (hereinafter the "Custodian"), the Custodian shall establish and maintain a Roth Individual Retirement Custodial Account (hereinafter the "Account"), in the name of the Depositor. The Account established for the Depositor shall be a Roth IRA as described in Section 408A of the Internal Revenue Code. The contributions to the Roth IRA on behalf of the Depositor and any accumulations and earnings thereon shall be credited to the Account.

2. The amount of each contribution on behalf of the Depositor shall be applied to the purchase of shares of Bridges Investment Fund, Inc. (hereinafter referred to as "Investment Company Shares"). Such purchases shall be made on the first business day following the day said contribution is received; provided, however, if the contribution received is less than $500 then, in such event, the purchase of Investment Company Shares shall be made not later than the next following 5th, 15th or 25th day of the month after receipt of the contribution.

3. All cash dividends and capital gain distributions received in respect of Investment Company Shares held in the Depositor's Account shall be reinvested in shares of the Investment Company from which they were received and such shares shall be credited to such Account. Such reinvestment shall be made on the last bank business day of the month in which the distribution is received by the Custodian and on which such shares are offered for sale. The amount of each such distribution, unless received in additional shares of such Company, and the amount of each contribution credited to such Account shall be applied to the purchase of as many full Investment Company Shares as can be purchased with the amount of such contribution or distribution plus any uninvested, unexpended balance of any prior such amount credited to such Account, and the Custodian, in its discretion may, but need not, purchase fractional shares of such Company. Any uninvested, unexpended balance of such contribution or distribut ion shall remain credited to such Account. If any distribution from Bridges Investment Fund, Inc., may be received at the election of the shareholder in additional Investment Company Shares or in cash or other property, the Custodian shall elect to receive such distribution in additional Investment Company Shares. All Investment Company Shares acquired by the Custodian shall be registered in the name of the Custodian or its nominee, but ownership thereof shall be deemed vested in the Depositor subject to the terms and provisions of this Article IX.

4. The Custodian shall make payments from the Depositor's Account from time to time in accordance with written instructions, in form acceptable to the Custodian, received from the Depositor. The Custodian shall be fully protected in acting on written instructions of the Depositor and shall not be liable with respect to such payment. The Depositor shall be solely responsible for determining his or her eligibility to participate in the Account and the timeliness and tax consequences of distributions from the Account. The Custodian shall be entitled to rely absolutely on the representations of the Depositor with respect to all such matters. The Custodian shall only be held responsible for a failure to use ordinary diligence in safekeeping all funds deposited hereunder or making payments as required by the Depositor.

5. Subject to applicable federal and state penalty taxes for early distribution, the Depositor shall always have the right to withdraw all or any part of his Account upon written notice to the Custodian.

6. Payments made in accordance with the terms of this Custodial Account will continue only so long as amounts remain in the Account. Once the Account is exhausted, the Custodian will be relieved of any and all liability to make payments to the Depositor or his or her Beneficiary.

7. If distributions from the Account had commenced to the designated Beneficiary of the Depositor, upon the death of such designated Beneficiary, the remaining undistributed portion of the Account shall be distributed to the surviving beneficiary (if any) designated by such Beneficiary or, if not, to the Beneficiary's spouse, if living, or, if not, to such Beneficiary's estate, in any manner mutually satisfactory to the recipient and the Custodian. If the Depositor designates multiple Beneficiaries, unless directed otherwise by the Depositor, then upon the Depositor's death, the Custodian shall divide the Depositor's remaining Account balance into separate shares in accordance with each Beneficiary's share of the Account as determined under the Depositor's beneficiary designation.

8. For purposes of this Article IX, a Depositor's "Beneficiary" shall be the person or persons designated as such in the Depositor's Beneficiary designation or such other person or persons who from time to time may be designated by the Depositor on a Beneficiary designation form provided by Bridges Investment Fund (hereinafter the "Sponsor") and filed with the Sponsor before the Depositor's death. In the absence of a valid Beneficiary designation, the Depositor's Beneficiary shall be the Depositor's spouse, if living, otherwise the Depositor's estate.

9. The Custodian shall not engage in any prohibited transactions as defined in Section 4975 of the Internal Revenue Code.

10. The Depositor or the Custodian shall have the right to terminate the Account upon 60 days written notice to the other party. In the event of such termination, the Custodian shall make distribution of the Account to the Depositor or to another qualified plan or successor Custodian designated by the Depositor.

1. Upon completion and execution of the Form 5305-RA by the Depositor, and upon acceptance thereof by U.S. Bank National Association (hereinafter the "Custodian"), the Custodian shall establish and maintain a Roth Individual Retirement Custodial Account (hereinafter the "Account"), in the name of the Depositor. The Account established for the Depositor shall be a Roth IRA as described in Section 408A of the Internal Revenue Code. The contributions to the Roth IRA on behalf of the Depositor and any accumulations and earnings thereon shall be credited to the Account.

2. The amount of each contribution on behalf of the Depositor shall be applied to the purchase of shares of Bridges Investment Fund, Inc. (hereinafter referred to as "Investment Company Shares"). Such purchases shall be made on the first business day following the day said contribution is received; provided, however, if the contribution received is less than $500 then, in such event, the purchase of Investment Company Shares shall be made not later than the next following 5th, 15th or 25th day of the month after receipt of the contribution.

3. All cash dividends and capital gain distributions received in respect of Investment Company Shares held in the Depositor's Account shall be reinvested in shares of the Investment Company from which they were received and such shares shall be credited to such Account. Such reinvestment shall be made on the last bank business day of the month in which the distribution is received by the Custodian and on which such shares are offered for sale. The amount of each such distribution, unless received in additional shares of such Company, and the amount of each contribution credited to such Account shall be applied to the purchase of as many full Investment Company Shares as can be purchased with the amount of such contribution or distribution plus any uninvested, unexpended balance of any prior such amount credited to such Account, and the Custodian, in its discretion may, but need not, purchase fractional shares of such Company. Any uninvested, unexpended balance of such contribution or distribution shall re main credited to such Account. If any distribution from Bridges Investment Fund, Inc., may be received at the election of the shareholder in additional Investment Company Shares or in cash or other property, the Custodian shall elect to receive such distribution in additional Investment Company Shares. All Investment Company Shares acquired by the Custodian shall be registered in the name of the Custodian or its nominee, but ownership thereof shall be deemed vested in the Depositor subject to the terms and provisions of this Article IX.

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4. The Custodian shall make payments from the Depositor's Account from time to time in accordance with written instructions, in form acceptable to the Custodian, received from the Depositor. The Custodian shall be fully protected in acting on written instructions of the Depositor and shall not be liable with respect to such payment. The Depositor shall be solely responsible for determining his or her eligibility to participate in the Account and the timeliness and tax consequences of distributions from the Account. The Custodian shall be entitled to rely absolutely on the representations of the Depositor with respect to all such matters. The Custodian shall only be held responsible for a failure to use ordinary diligence in safekeeping all funds deposited hereunder or making payments as required by the Depositor.

5. Subject to applicable federal and state penalty taxes for early distribution, the Depositor shall always have the right to withdraw all or any part of his Account upon written notice to the Custodian.

6. Payments made in accordance with the terms of this Custodial Account will continue only so long as amounts remain in the Account. Once the Account is exhausted, the Custodian will be relieved of any and all liability to make payments to the Depositor or his or her Beneficiary.

7. If distributions from the Account had commenced to the designated Beneficiary of the Depositor, upon the death of such designated Beneficiary, the remaining undistributed portion of the Account shall be distributed to the surviving beneficiary (if any) designated by such Beneficiary or, if not, to the Beneficiary's spouse, if living, or, if not, to such Beneficiary's estate, in any manner mutually satisfactory to the recipient and the Custodian. If the Depositor designates multiple Beneficiaries, unless directed otherwise by the Depositor, then upon the Depositor's death, the Custodian shall divide the Depositor's remaining Account balance into separate shares in accordance with each Beneficiary's share of the Account as determined under the Depositor's beneficiary designation.

8. For purposes of this Article IX, a Depositor's "Beneficiary" shall be the person or persons designated as such in the Depositor's Beneficiary designation or such other person or persons who from time to time may be designated by the Depositor on a Beneficiary designation form provided by Bridges Investment Fund (hereinafter the "Sponsor") and filed with the Sponsor before the Depositor's death. In the absence of a valid Beneficiary designation, the Depositor's Beneficiary shall be the Depositor's spouse, if living, otherwise the Depositor's estate.

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9. The Custodian shall not engage in any prohibited transactions as defined in Section 4975 of the Internal Revenue Code.

10. The Depositor or the Custodian shall have the right to terminate the Account upon 60 days written notice to the other party. In the event of such termination, the Custodian shall make distribution of the Account to the Depositor or to another qualified plan or successor Custodian designated by the Depositor.

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DISCLOSURE STATEMENT

ROTH INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

BRIDGES INVESTMENT FUND, INC.

NOTE: A prospective Depositor should read and acknowledge receipt of this statement prior to executing his or her Application Agreement.

As a prospective Depositor under the Roth Individual Retirement Custodial Account for investment in shares of Bridges Investment Fund, Inc. (the "Account"), you are advised of the following:

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Right to Revoke. Each individual who establishes an Account may revoke the Account by mailing or delivering written notice of such revocation to the Custodian at any time within seven (7) days after establishing the Account. Such notice of revocation shall be delivered or addressed to the Custodian, U.S. Bank National Association, Omaha, Nebraska, 1700 Farnam Street, Omaha, Nebraska 68102, telephone (402) 348-6350. A notice of revocation shall be deemed mailed on the date of the postmark (or if sent by certified or registered mail, the date of the certification or registration) if it is deposited in the mail in the United States in an envelope or other appropriate wrapper, first class postage prepaid, properly addressed. If you revoke your Account, you shall be returned your entire original contribution, including sales commissions and administrative expenses incurred in establishing the Account.

Required Provisions. The Internal Revenue Code requires that the Statement contain the following provisions:

Allowable Contributions. Except in the case of a "qualified rollover contribution," no contribution will be accepted unless it is in cash, and contributions will not be accepted in excess of the "applicable amount," or 100% of your compensation, whichever is less.

For purposes of this Disclosure Statement, the term "applicable amount" is determined in accordance with the following:

Participant is less than 50-years-old
Year	Applicable Amount
2002 through 2004	$3,000
2005 through 2007	$4,000
2008 and later years	$5,000

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For years beginning after 2008, the minimum deductible amount may be adjusted for cost-of-living increases.

Participant is at least 50-years-old
Year	Applicable Amount
2002 through 2004	$3,500
2005	$4,500
2006 and 2007	$5,000
2008 and later years	$6,000

The maximum contribution limit is reduced by the amount of any contribution made to an "Individual Retirement Annuity or Individual Retirement Account other than a Roth IRA" (hereinafter "Traditional IRA") under Section 408 of the Internal Revenue Code. If a qualified rollover contribution is involved, the same property received from the former account or plan may be contributed to this Account. Basically, a "qualified rollover contribution" is a tax-free transfer of funds from a Traditional or Roth IRA to this Account consisting solely of all or a portion of the individual's interest in a Traditional or Roth IRA. Such rollover contributions must be made within sixty (60) days of receipt and are subject to certain restrictions. Rollovers of a part of the distribution received from such other Traditional or Roth IRA are allowed but may result in tax on the portion which is not rolled-over. Special rules, as discussed in Sections (i) and (j), apply to conversion contributions. You should con sult with your attorney or other tax adviser prior to making a rollover contribution to ensure it is a "qualified rollover contribution."

Custodian. The Custodian (or Trustee) of the Account must be a bank or other organization approved by the Commissioner of Internal Revenue.

No Investment in Life Insurance Contracts. No portion of the Account may be invested in life insurance contracts.

Account Nonforfeitable. Your interest as a Depositor in your Account is nonforfeitable.

No Commingling of Account Assets. The assets of the Account will not be commingled with other property except in a common trust fund or common investment fund.

Information regarding Roth Individual Retirement Accounts:

(a) Types of Contributions. There are two types of contributions that can be made to your Account: (1) Regular contributions; and (2) qualified rollover contributions, including conversion contributions. A regular contribution is any contribution other than a qualified rollover contribution.

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(b) Contributions Not Deductible. Your Roth IRA differs from a Traditional IRA in that you may not deduct contributions made to a Roth IRA.

(c) Contributions Permitted After Age 70 1/2. Your Roth IRA differs from a Traditional IRA in that you may make contributions to a Roth IRA even after you attain age 70 1/2.

(d) Contribution Limits for Single Taxpayers. If you are a single taxpayer and your adjusted gross income ("AGI"), as determined by Section 408A(c)(3)(C)(i) of the Internal Revenue Code, is less than $95,000, you may contribute to your Roth Account for any year, the lesser of the applicable amount (determined in accordance with Section 2(a)), or 100% of your compensation for such year. However, this maximum contribution limit is reduced by any contributions you make to any other IRA (Roth or Traditional IRAs) for that taxable year. Additionally, the maximum contribution limit is also reduced if your AGI exceeds $95,000 but is less than $110,000. If your AGI is at least $110,000, you may not make a regular contribution to your Account. To determine the amount of the reduction, multiply your maximum allowable IRA contribution by a fraction. The numerator of the fraction is your AGI for the taxable year minus the "applicable dollar amount" ($95,000 is the "applicable dollar amount" for a single ta xpayer). As a single taxpayer, the denominator of the fraction is $15,000. If the calculated reduction is not a multiple of $10, the reduction amount is rounded to the next lowest $10. If the calculated reduction is greater than $0 but less than $200, the reduction amount will be $200.

EXAMPLE

Jane Smith is a single taxpayer who is less than 50-years-old. Her maximum allowable IRA contribution for 2003 is $3,000. For 2003, Jane has "AGI" of $100,000, and makes no contributions to a Traditional IRA for the year. The maximum amount that Jane can contribute to her Roth IRA Account is calculated as follows:

                                                        Her AGI is $100,000

                                                        The Applicable Dollar Amount is $95,000

Denominator of fraction is $15,000 for single taxpayer

                                                    Her otherwise maximum allowable IRA contribution amount is $3,000

                                                    $30,000 x $100,000 less $95,000 = $999.99

$15,000

Jane's reduction, therefore, will be $999.99. However, because $999.99 is not a multiple of $10, the reduction of $999.99 will be rounded to $990.00, the next lowest multiple of $10.

Accordingly, the maximum amount that Jane may contribute to her Roth IRA for 2003 is $2,010.00 ($3,000 less $990.00).

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(e) Contribution Limits for Married Taxpayers Filing a Joint Return. If you are a married taxpayer filing a joint return and your AGI, as determined by Section 408A(c)(3)(C)(i) of the Internal Revenue Code, is less than $150,000, you may contribute to your Roth Account for any year, the lesser of the applicable amount (determined in accordance with Section 2(a)), or 100% of your compensation for such year subject to special rules for a spouse with lesser compensation when compared to the other spouse. However, this maximum contribution limit must be reduced by any contributions you make to any other IRA (Roth or Traditional IRAs) for that taxable year. Additionally, the maximum contribution limit is also reduced if your and your spouse's combined AGI exceeds $150,000 but is less than $160,000. If your and your spouse's combined AGI exceeds $160,000, then you may not make a regular contribution to your Account. To determine the amount of the reduction, multiply your maximum allowable IRA contrib ution by a fraction. The numerator of the fraction is your AGI for the taxable year minus the "applicable dollar amount" ($150,000 is the applicable dollar amount for a married taxpayer filing a joint return). As a married taxpayer filing a joint return, the denominator of the fraction is $10,000. If the calculated reduction is not a multiple of $10, the reduction amount is rounded to the next lowest $10. If the calculated reduction is greater than $0 but less than $200, the reduction amount will be $200.

EXAMPLE

John Jones is a married taxpayer filing a joint return and is less than 50-years-old. His maximum allowable IRA contribution is $3,000. For 2003, John and his spouse have combined "AGI" of $155,000, and makes no contributions to a Traditional IRA for the year. The maximum amount that John can contribute to his Roth IRA Account is calculated as follows:

                                                    Combined AGI is $155,000

                                                    The Applicable Dollar Amount is $150,000

Denominator of fraction is $10,000

                                                      His otherwise maximum allowable IRA contribution amount is $3,000

$3,0000 x $155,000 less $150,000 = $1,500.00

$10,000

                                                    John's reduction, therefore, will be $1,500.00

Accordingly, the maximum amount that John may contribute to his Roth IRA for 2003 is $1,500.00 ($3,000 less $1,500.00).

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The rule providing that a married taxpayer filing a joint return may contribute for any year the lesser of the applicable amount (determined in accordance with Section 2(a)), or 100% of the taxpayer's compensation for such year is modified in the case of a married taxpayer who has less compensation (the "lower paid spouse") than his or her spouse (the "higher paid spouse") for the taxable year. In the case of the lower paid spouse, the maximum amount that can be contributed to a Roth IRA is the lesser of the applicable amount (determined in accordance with Section 2(a)), or the sum of the lower paid spouse's compensation and the higher paid spouse's compensation for the year. However, in no event may the aggregate of all of the lower paid spouse's contributions to all IRAs (Traditional and Roth IRAs) exceed the applicable amount (determined in accordance with Section 2(a)) in the aggregate. A married person filing a separate return is not entitled to the special "lower paid spouse" rule.

(f) Contribution Limits for Married Taxpayers Filing a Separate Return. If you are a married taxpayer filing a separate return and your AGI, as determined by Section 408A(c)(3)(C)(i) of the Internal Revenue Code, is less than $10,000, you may contribute to your Roth Account for any year, the lesser of the applicable amount (determined in accordance with Section 2(a)), or 100% of your compensation for such year. However, this maximum contribution limit must be reduced by any contributions you make to any other IRA (Traditional or Roth IRAs) for that taxable year. Additionally, the maximum contribution limit is also reduced if your AGI exceeds $75 but is less than $10,000. If your AGI is at least $10,000, you may not make a regular contribution to your Account. To determine the amount of the deduction, multiply your maximum allowable IRA contribution by a fraction. The numerator of the fraction is your AGI for the taxable year minus the "applicable dollar amount" ($0 is the "applicable dollar amo unt" for a married taxpayer filing a separate return). As a married taxpayer filing a separate return, the denominator of the fraction is $10,000. If the calculated reduction is not a multiple of $10, the reduction amount is rounded to the next lowest $10. If the calculated reduction is greater than $0 but less than $200, the reduction amount will be $200.

EXAMPLE

Jim Johnson, who is less than 50-years-old, is a married taxpayer filing a separate return and who lives with his spouse during the taxable year. His maximum allowable IRA contribution for 2003 is $3,000. For 2003, Jim has "AGI" of $7,000, and makes no contributions to a Traditional IRA for the year. The maximum amount that Jim can contribute to his Roth IRA Account is calculated as follows:

                                                    His AGI is $7,000

                                                    The Applicable Dollar Amount is $0

Denominator of fraction is $10,000

                                                    His otherwise maximum allowable IRA contribution amount is $3,000

$3,0000 x $7,000 less $0 = $2,100.00

    $10,000

Jim's reduction, therefore, will be $2,100.00.

Accordingly, the maximum amount that Jim may contribute to his Roth IRA for 2003 is $900 ($3,000 $2,100).

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(g) Rollover Contributions in General. In addition to the cash contributions described above, you may make rollover contributions to your Roth IRA, provided the contributions are "qualified rollover contributions" as described below. Qualified rollover contributions may represent (1) amounts received from a Roth IRA and rolled-over to another Roth IRA; (2) amounts received from a Traditional IRA and rolled-over to a Roth IRA; or (3) a "conversion contribution" as described in Sections (i) and (j). You may not directly rollover amounts received from an employer tax-qualified plan to a Roth IRA.

(h) Rollover Contributions from Roth IRA to Another Roth IRA. A qualified rollover contribution may include any amount you receive from a Roth IRA and roll over to another Roth IRA. For your rollover contribution to be a qualified rollover contribution, the entire amount that you received from a Roth IRA must be rolled-over to another Roth IRA no later than the 60th day after you received the distribution from the first Roth IRA. You may only make one Roth IRA to Roth IRA rollover during a one-year period beginning from the date you received a distribution from a Roth IRA and rolled it over to another Roth IRA. Additionally, you may make a partial qualified rollover contribution. However, if you rollover only a part of the distribution received from another Roth IRA, you may be taxed on the portion that is not rolled-over. If you acquire an interest in a Roth IRA because of the death of another person, and you are not the surviving spouse of such other individual, you may not rollover the distr ibution from a Roth IRA to another Roth IRA. You should consult with your attorney or other tax advisor prior to making a rollover contribution to ensure it is considered a qualified rollover contribution.

(i) Conversion Contributions from a Traditional IRA or a SEP IRA to a Roth IRA. Subject to the limitations below, a qualified rollover contribution may include any amount you receive from a Traditional IRA that is rolled-over to a Roth IRA. This type of qualified rollover contributions is also called a "conversion contribution." The same limitations discussed in the preceding paragraph (with respect to rolling-over amounts received from a Roth IRA to another Roth IRA) generally apply to a rollover from a Traditional IRA or SEP IRA to a Roth IRA. However, there are some differences. For example, the one-year rule discussed above does not apply to a rolled-over contribution from a Traditional IRA or SEP IRA to a Roth IRA. In addition, you may not make a rollover contribution from a Traditional IRA or SEP IRA to a Roth IRA if your adjusted gross income for the taxable year is more than $100,000, or you are a married individual filing a separate return. The amount rolled-over from a Traditional IRA or SEP IRA to a Roth IRA will be included in your gross income. However, the additional ten percent (10%) tax on early distributions (discussed below) will not apply. If you are required to receive a distribution from your Traditional IRA or SEP IRA, then that portion of your distribution that is a required distribution cannot be rolled over into a Roth IRA.

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(j) Conversion Contribution from a SIMPLE IRA. A qualified rollover contribution includes a conversion contribution from a SIMPLE IRA to a Roth IRA. The same rules discussed in Section 2(i) apply to a conversion contribution from a SIMPLE IRA to a Roth IRA, except that you may not convert any amount distributed from a SIMPLE IRA during the two-year period beginning on the date you first participated in the SIMPLE IRA.

(k) Recharacterization. If you erroneously made a conversion contribution from a Traditional IRA to this Account, or if you want to otherwise change the nature of an IRA contribution (for example, from a Traditional IRA to this Account, or vice versa), you may recharacterize your contribution in a trustee-to-trustee transfer. The trustee-to-trustee transfer must be accompanied by net income. For example, if you made a contribution to a Traditional IRA, you may elect to recharacterize that contribution as having been made to this Account, provided you are otherwise eligible to make a contribution to this Account. An election to recharacterize a contribution must be made on or before the due date (including extensions) for filing your federal income tax return for the taxable year in which you made the initial contribution that is being recharacterized. An employer contribution made to a SIMPLE IRA or a SEP IRA cannot be recharacterized as a contribution to this Account.

(l) Reconversions. If you converted an amount from a Traditional IRA to a Roth IRA and then transferred that amount back to a Traditional IRA as a recharacterization, then you may reconvert that amount from the Traditional IRA to this Account before the beginning of the taxable year following the taxable year in which the amount was converted to this Account or, if later, the end of the 30-day period beginning on the day on which you transferred the amount back to a Traditional IRA as a recharacterization.

(m) Mandatory Distribution Rules Not Applicable. Your Roth IRA differs from a Traditional IRA in that there are no mandatory distribution rules or incidental death benefit rules. Subject to the provisions below, you may request distribution of all or a portion of your account at any time.

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(n) Distribution Rules. You are not subject to federal taxes on any "qualified distribution" you receive from your Roth IRA Account. A "qualified distribution" means any distribution made after the five-taxable year period beginning with the first taxable year for which you made a contribution to a Roth IRA (or your spouse made a contribution to a Roth IRA) and the distribution is made under any of the following circumstances:

(1) The distribution is made on or after the date on which you attain age 59 1/2;

(2) The distribution is made to your beneficiary, or your estate, after your death;

(3) The distribution is attributable to your being disabled (you are disabled if you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration and you furnish sufficient proof of the existence of your disability); or

(4) The distribution is a qualified first-time homebuyer distribution used on or before the 120th day after the day you received the distribution. The distribution (which is subject to a maximum lifetime limit of $10,000) must be used for "qualified acquisition costs" with respect to a principal residence of a first-time homebuyer. In addition to you, the first-time homebuyer can include your spouse, you or your spouse's child, you or your spouse's grandchild, or other ancestor of you or your spouse. "Qualified acquisition costs" means the costs of acquiring, constructing, or reconstructing a residence, and also includes any usual or reasonable settlement, financing, or other closing costs. A "first-time homebuyer" is a person who has had no present ownership during the two-year period ending on the date the principal residence was acquired. If you receive a distribution as a qualified first-time homebuyer distribution and the purchase or construction of the residence is delayed or cancelled, you may rollover the amount of the distribution to another Roth IRA as long as the rollover is completed within 120 days of the distribution. This is a change from the normal 60-day rollover rules.

A "qualified distribution" also includes a distribution allocable to a conversion contribution from a Traditional IRA to a Roth IRA that is made to you within the five-taxable year period beginning with the taxable year in which the rollover contribution was made and the distribution is made under any of the circumstances described in the preceding paragraph.

For purposes of these qualified distribution rules, the 5-taxable year holding period begins on the first day of your tax year for which you first made a regular contribution to any Roth IRA, or, if earlier, the first day of your tax year in which you first made a conversion contribution to any Roth IRA. The 5-taxable year holding period ends on the last day of your tax year in which the fifth consecutive tax year beginning with the tax year described above. If you die before the end of the 5-taxable year period, the Account is held by you is included in the period the Account is held in the name of the Beneficiary.

(o) Distributions Upon Your Death. If you die before the entire interest in your Roth IRA has been distributed, then minimum distributions must be made after your death in accordance with the following:

(1) If there is a designated Beneficiary who is someone other than your spouse, the remaining balance of the Account will be distributed, starting by the end of the year following the year of your death, over the designated Beneficiary's remaining life expectancy using the Beneficiary's age as of his or her birthday in the year following the year of your death, or, if elected, in accordance with subparagraph (3) below.

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(2) If your sole designated Beneficiary is your spouse, the remaining balance of the Account will be distributed, starting by the end of the year following the year of your death (or by the end of the year in which you would have attained age 70 1/2, if later) over your spouse's life, or, if elected, in accordance with subparagraph (3) below. If your surviving spouse dies before distributions are required to begin to be made to him or her, the remaining balance of the Account will be distributed, beginning by the end of the year following the year of the surviving spouse's death, over the surviving spouse's designated beneficiary's remaining life expectancy, using the beneficiary's age as of his or her birthday in the year following the death of the surviving spouse, or, if elected, in accordance with subparagraph (3) below. If your surviving spouse dies after distributions are required to begin to be made to him or her, the remaining balance of the Account will be distributed over the surviving spous e's remaining life expectancy, using the surviving spouse's age as of his or her birthday in the year of the surviving spouse's death.

(3) If there is no designated Beneficiary, or if this subparagraph (3) applies by operation of subparagraph (1) or (2) above, the remaining balance of the Account will be distributed by the end of the year containing the fifth anniversary of your death (or your surviving spouse's death).

(4) The amount to be distributed each year under subparagraphs (o)(1) or (o)(2) is the quotient obtained by dividing the value of the Account as of the end of the prior year by the remaining life expectancy specified in such subparagraph. Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations. If distributions are being made to a surviving spouse as the sole designated Beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the Beneficiary's age in the year specified in subparagraph (o)(1) or (o)(2) and reduced by the number 1 for each subsequent year.

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(5) The "value" of the Account includes the amount of any outstanding rollover, transfer and recharacterization under Q&A-7 and Q&A-8 of Section 1.408-8 of the Income Tax Regulations.

(6) If the sole designated Beneficiary is your surviving spouse, the spouse may elect to treat the Account as his or her own Account. This election will be deemed to have been made if such surviving spouse makes a contribution to the Account or fails to take required distributions as a Beneficiary.

If you designate multiple Beneficiaries, unless you direct otherwise, then upon your death, the Custodian shall divide the remaining Account balance into separate shares in accordance with your Application Form.

(p) Non-qualified Distributions and 10% Additional Tax on Early Distributions. If you receive a distribution from a Roth IRA under circumstances other than those described above, then the distribution is a non-qualified distribution and may be taxable for federal income tax purposes. For taxation purposes, a non-qualified distribution will be treated as taken from contributions until the aggregate distributions exceed the aggregate contributions. If the aggregate distributions do not exceed the aggregate contributions, then for federal income tax purposes, you will not be taxed on the distributions even if they are non-qualified distributions. However, if your aggregate distributions exceed the aggregate contributions (that is, the distribution you receive constitutes earnings on your contributions), then the distribution will be subject to taxation. That is, if you receive a non-qualified distribution, the amount of the distribution will be included in your gross income to the extent that (1) the amount of the distribution added (a) to the amount of all previous distributions from all of your Roth IRAs (whether or not such distributions were qualified distributions), and reduced by (b) the amount of such prior distributions previously includible in income, exceeds (2) your contributions to all of your Roth IRAs. Additionally, the non-qualified distribution that represents earnings may be subject to the ten percent (10%) additional federal tax on early distributions. This ten percent (10%) additional tax does not apply to distributions received after you reach age 59 1/2, because of death, disability, a qualified rollover contribution, substantially equal periodic payment, certain medical expenses, health insurance premiums incurred by certain persons, and qualified higher education expenses. If you are under age 59 1/2 and are deciding whether to receive a distribution from your Roth IRA, you should seek the advice of a lawyer or other tax advisor to determine the tax consequences of receiving the co ntemplated distribution.

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In determining the taxation of non-qualified distributions, any distribution from your Account will be treated as made from sources in the following order (determined as of the end of the tax year, and exhausting each category before moving onto the following category):

1. from contributions other than qualified rollover contributions;

2. from qualified rollover contributions, starting with the conversion contributions on a first-in, first-out basis (with distributions allocated to a qualified rollover contribution treated as coming first from the taxable portion of such contribution); and

3. from earnings.

(q) Coordination with Individual Retirement Accounts or Annuities. The taxation of distributions from your Roth IRA are treated separately from the taxation of distributions from other Traditional IRAs.

(r) Engaging in Prohibited Transactions. If you or your Beneficiary engages in a prohibited transaction described in Section 4975(c) of the Internal Revenue Code with respect to your Account, the Account will lose its exemption from tax by reason of Section 408(e)(2)(A) of the Internal Revenue Code, and you must include in your gross income the fair market value of the Account.

(s) Pledging Account as Collateral. If you pledge your Account as security for a loan, then, under Section 408(e)(4) of the Internal Revenue Code, the portion so pledged is treated as distributed to you. This deemed distribution would subject you to current income taxation for the taxable year during which your Account is so used. The distribution may also be subject to the additional ten percent (10%) tax for early distribution as discussed above.

(t) Estate Taxes/Gift Taxes. The balance in your Account at the time of your death is includible in your gross estate for federal estate tax purposes. Naming a beneficiary to receive a distribution from the Account upon your death will not, however, be treated as a gift by you subject to gift tax.

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(u) Distribution from IRA Not Treated as Lump Sum Distribution. Section 402(e) of the Internal Revenue Code (relating to the special tax treatment for lump-sum distributions from qualified employee retirement plans) does not apply to distributions from a Roth IRA.

(v) Excess Contributions. With the exception of a qualified rollover contribution, any contribution in excess of the limits on contributions for a taxable year is subject to a federal excise tax equal to six percent (6%) of the amount of the excess for the taxable year in which it is made, unless the excess (and any earnings attributable thereto) is withdrawn from the Account before the due date of the tax return for the taxable year in which the contribution is made. The earnings attributable to such excess contribution are deemed earned and receivable in the year for which you made the excess contribution. This six percent (6%) excise tax is also imposed for each subsequent year until the excess amount is eliminated. The excess may be reduced or eliminated in later years by contributing to the Account amounts less than the maximum allowable contribution in the later years. Distributions out of the Account that are includible in your gross income will also reduce the excess contribution for th e year following the year in which the distribution was made. The excise tax described herein is imposed by Section 4973 of the Internal Revenue Code and is in addition to any regular federal and state income taxes to which the excess may be subject.

(w) Requirement to File Form 5329. Form 5329 (Return for Additional Taxes Attributable to Qualified Retirement Plans Including IRAs-Annuities, and Modified Endowment Contracts) must accompany your tax return if any penalty taxes described in this Disclosure Statement are owed.

4. State Income Taxes. Though distributions from your Roth IRA may be exempt from federal income tax, you should consult with a lawyer or other tax advisor regarding proper reporting of Roth IRA distributions for state income tax purposes.

5. Fee Schedule. Until otherwise changed in accordance with the terms of the Custodial Agreement, the following charges will be payable to the Custodian:

(a) Acceptance Fee: $5.00, deducted from your initial contribution to the Account.

(b) Annual Maintenance Fee: $8.00 for each year until withdrawals from the Account commence, deducted from the contribution for each year, or, if no contribution is made, from the Account.

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(c) Termination Fee: $8.00, payable on the termination and closure of the Account by the Depositor or his Beneficiary.

(d) Periodic Cash Distribution: $1.75, deducted from each payment.

(e) Reinvestment of Cash Distributions (dividend and capital gains payments from the shares of Bridges Investment Fund, Inc.): $1.05 for each reinvestment, deducted from the amount of such dividend or capital gains payment.

6. Method for Computing and Allocating Annual Earnings. Each year, substantially all of the net income of Bridges Investment Fund, Inc. (earnings on investments less the expenses of operating the Fund) and net capital gains, if any, realized from the sale of securities by the Fund, are distributed in the form of dividends to shareholders. Such dividends are paid on a per share basis. Your Account will receive dividends from Bridges Investment Fund, Inc., based on the number of shares held by you in your Account as of the date a dividend is declared. Since, however, dividends are contingent upon the Fund's having net income and/or net capital gains, no dividends can be guaranteed or projected for any year.

A more complete explanation of the management and operation of Bridges Investment Fund, Inc., is contained in the Prospectus for the Fund. You will receive quarterly and annual reports so long as any portion of your Account is invested in shares of Bridges Investment Fund, Inc.

7. IRS Approval. The Roth IRA established with the custodian for investment in shares of Bridges Investment Fund, Inc., is established pursuant to Internal Revenue Service Form 5305-RA which is a model custodial account agreement that has been approved by the Internal Revenue Service as to form. However, use of the approved Form 5305-RA is a determination only as to the form of the Account and does not represent a determination of the merits of the Account.

8. Additional Information. Further information concerning Roth Individual Retirement Accounts can be obtained from any district office of the Internal Revenue Service. Also, additional tax information is available in Revenue Service Publication 590 which can be obtained from any IRS district office. You should consult with your attorney or other tax advisor regarding the legal and financial consequence of establishing a Roth IRA; making cash or rollover contributions to a Roth IRA; and receiving distributions from a Roth IRA.

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NOTICE TO DEPOSITOR

This Disclosure Statement is not intended as a complete or definitive explanation or interpretation of the law regarding Roth Individual Retirement Accounts. You should consult with your attorney or other tax adviser regarding the legal and financial consequences of establishing an Account. You have the sole responsibility for determining your eligibility to establish an Account and the propriety and tax consequences of any contribution to or distribution from the Account.

The undersigned acknowledge(s) receipt of this Disclosure Statement the _____ day of _______________, _______.

___________________________________

Signature of Depositor

___________________________________

Printed Name of Depositor

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CONTRIBUTION FORM

ROTH INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

BRIDGES INVESTMENT FUND, INC.

The undersigned, a Depositor under the Roth Individual Retirement Custodial Account for investment in shares of Bridges Investment Fund, Inc., hereby makes the following contribution to his/her Account:

A. Depositor's Account: For the taxable year ending on

____________, the amount of $____________ to the Depositor's Account which amount is not in excess of: (1) 100% of his/her Compensation (as defined in Section 219 of the Internal Revenue Code and the regulations promulgated thereunder); or (2) if the Depositor is a married person described in Section 219(c)(2) of the Internal Revenue Code, the amount described in said Section 219(c)(1).

B. The amount of $____________, which amount is a "qualified rollover contribution" described in Section 408A of the Internal Revenue Code.

The contribution made hereby shall be held and invested by the Custodian pursuant to the terms of the Custodial Agreement.

Date:_______________________ _________________________________

Signature of Depositor

_________________________________

Printed Name of Depositor

ACCEPTED for U.S. Bank National Association, Omaha, Nebraska

By: _____________________________________________

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BENEFICIARY DESIGNATION

DEPOSITOR: _________________________________________________________________

ACCOUNT NUMBER: _________________________________________________________

TO: Custodian of the above-referenced account established under the Roth Individual Retirement Custodial for investment in shares of Bridges Investment Fund, Inc.

Designation of Beneficiary

The undersigned Depositor hereby revokes all previous designations of beneficiary(ies) and, pursuant to the provisions of the Roth IRA Custodial Account, the above-named Depositor hereby directs that, upon his/her death, the amount credited to the Depositor's Roth IRA Custodial Account shall be paid to the person(s) named below as the Depositor's PRIMARY BENEFICIARY(IES). (If the Depositor names a trust as Beneficiary, the name and address of the trustee and the date of the trust's establishment must be indicated.) If such Primary Beneficiary or Beneficiaries do not survive the Depositor, the Account shall be distributed to the Contingent Beneficiary or Beneficiaries named below.

If the Custodian receives satisfactory proof that all Primary and Contingent Beneficiaries named below are then deceased, distribution shall be made to the Depositor's estate.

The undersigned Depositor hereby reserves the right to change or revoke this Beneficiary Designation without notice to any Beneficiary; provided, however, any such change or revocation shall be effective only upon the execution of a new Beneficiary Designation form and delivery thereof to the Sponsor of this Roth IRA.

A. Designation of Primary Beneficiary or Beneficiaries:

Pay to the following Primary Beneficiary or Beneficiaries:

1. ________________________________________________________________________

                            Name                                 Relationship                                 Date of Birth                                 %

                            ________________________________________________________________________

                            Address

2. ________________________________________________________________________

                                Name                             Relationship                                 Date of Birth                                 %

                            ________________________________________________________________________

                            Address

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Depositor's Primary Beneficiary or Beneficiaries Continued:

3. ________________________________________________________________________

                                Name                               Relationship                             Date of Birth                                     %

                            ________________________________________________________________________

                            Address

B. Designation of Contingent Beneficiary or Beneficiaries

If such Primary Beneficiary or Beneficiaries named above do not survive the Depositor, pay to the following Contingent Beneficiary or Beneficiaries:

1. ________________________________________________________________________

                                Name                         Relationship                                     Date of Birth                                     %

                            ________________________________________________________________________

                            Address

2. ________________________________________________________________________

                                Name                         Relationship                                     Date of Birth                                     %

                            ________________________________________________________________________

                            Address

3. ________________________________________________________________________

                                Name                         Relationship                                 Date of Birth                                     %

                            ________________________________________________________________________

                            Address

DATE: ________________________ ______________________________

Signature of Depositor

______________________________

Printed Name of Depositor

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REQUEST FOR PAYMENT

ROTH INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

BRIDGES INVESTMENT FUND, INC.

The undersigned Depositor under the Roth Individual Retirement Custodial Account for investment in shares of Bridges Investment Fund, Inc., hereby requests that the balance in his/her account be paid to him/her, commencing on _____________________ in the form of:

__ A. A single sum payment in the amount of $_________________ (if entire interest, insert "Balance of Account").

__ B. Equal __________________________ [monthly, quarterly, annual] payments in the amount of $_________________ per payment.

__ C. Equal or substantially equal ________________ [monthly, quarterly, annual] payments, for a period of ________ years.

Depositor represents that the payment is not being made within the 5-taxable year period beginning with the first taxable year for which the Depositor, or the Depositor's spouse, made a contribution to the Account. If the Depositor is requesting payment allocable to a "qualified rollover contribution" as defined in Section 408A(e) of the Internal Revenue Code, Depositor represents that the payment is not being made within the 5-taxable year beginning with the taxable year in which the rollover contribution was made.

Depositor further represents that (check applicable box):

__ Depositor will be at least 59-1/2 years of age on the date that payments are to commence hereunder;

                                                        __  Depositor is "disabled", as defined in Section 72(m)(7) of the Internal Revenue Code

                                                                (attach physician's certification of disability);

__ The payment is a "qualified first-time homebuyer distribution" as defined in Section 72(t)(8)(A) of the Internal Revenue Code, which does not exceed the dollar limitation set forth in Section 72(t)(8)(B).

__ The payment is to be a qualified "rollover contribution" as defined in Section 408(A)(e) of the Internal Revenue Code and appurtenant regulations;

__ The payment is to be made for the following purposes: (please complete) ________________________________________________________________

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NOTICE TO DEPOSITOR: Prior to submitting this Request for Payment, you should consult with your attorney or other tax adviser to familiarize yourself with the tax consequences of a payment from your account. The Depositor has sole responsibility for determining the tax and financial consequences of any payment from his/her account. Nothing contained in this form should be construed as an opinion as to the tax consequences of any payment from the Depositor's account.

___________________________ _________________________________

Account Number `                                Signature of Depositor

___________________________ _________________________________

Date                                                         Printed Name of Depositor

ACCEPTED for U.S. Bank National Association, Omaha, Nebraska

By: _____________________________________________

EX-99.2Q RETRMT PLAN

BRIDGES INVESTMENT FUND, INC.

INDIVIDUAL RETIREMENT ACCOUNT

CUSTODIAL AGREEMENT

This Custodial Agreement, made and entered into the 13th day of January, 1976, as amended and restated, as of the 1st day of January, 1993, is hereby further amended and restated as of the 1st day of January 2002, by and between BRIDGES INVESTMENT FUND, INC. (hereinafter the "Sponsor") and U.S. Bank National Association, Omaha, Nebraska (hereinafter the "Custodian"),

WITNESSETH:

ARTICLE I

A. Upon completion and execution of the Application Form by an individual (hereinafter the "Depositor") and upon acceptance thereof by the Custodian, the Custodian shall establish and maintain an Individual Retirement Custodial Account (hereinafter the "Account"), in the name of the Depositor, pursuant to the terms and conditions of this Agreement. The Depositor's contributions and any accumulations and earnings thereon shall be credited to the Account. The Account shall be established and maintained for the exclusive benefit of the Depositor and his Beneficiary or Beneficiaries.

If this Custodial Agreement establishes a spousal retirement Account pursuant to the Depositor's election in the Application Form, the Custodian shall establish and maintain a separate Account in the name of each Depositor who is a signatory to the Application Form of this Custodial Agreement. Under a spousal Account the Custodian will credit contributions made on behalf of the spouse to that spouse's separate Account. In the event, a spousal Account is so established, the term "Depositor" shall mean either husband or wife, both of whose names must appear on the signature lines of the Application Form.

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B. The amount of each contribution shall be applied to the purchase of shares of Bridges Investment Fund, Inc. (hereinafter referred to as "Investment Company Shares"). Such purchases shall be made on the first business day following the day said contribution is received; provided, however, if the contribution received is less than $500 then, in such event, the purchase of Investment Company Shares shall be made not later than the next following 5th, 15th or 25th day of the month after receipt of the contribution.

All cash dividends and capital gain distributions received in respect of Investment Company Shares held in the Depositor's Account shall be reinvested in shares of the Investment Company from which they were received and such shares shall be credited to such Account. Such reinvestment shall be made on the last bank business day of the month in which the distribution is received by the Custodian and on which such shares are offered for sale. The amount of each such distribution, unless received in additional shares of such Company, and the amount of each contribution credited to such Account shall be applied to the purchase of as many full Investment Company Shares as can be purchased with the amount of such contribution or distribution plus any uninvested, unexpended balance of any prior such amount credited to such Account, and the Custodian, in its discretion may, but need not, purchase fractional shares of such Company. Any uninvested, unexpended balance of such contribution or distribution shall remai n credited to such Account. If any distribution may be received at the election of the shareholder in additional Investment Company Shares or in cash or other property, the Custodian shall elect to receive such distribution in additional Investment Company Shares. All Investment Company Shares acquired by the Custodian shall be registered in the name of the Custodian or its nominee, but ownership thereof shall be deemed vested in the Depositor subject to the terms and provisions of this Agreement.

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C. No portion of the amount held in the Account shall be used for the purchase of a life insurance contract. The assets of the Account shall not be commingled with other property except in a common trust fund or common investment fund as defined in Section 408 of the Internal Revenue Code (hereinafter the "Code") and appurtenant regulations.

D. The value of the Depositor's interest in his Account shall be one hundred percent (100%) vested in such Depositor at all times but the Depositor shall not have any right to pledge any part of his Account as security for a loan or to assign, transfer, encumber, or anticipate his interest in his Account, or any payments to be made thereunder, and no benefit, right or interest of any Depositor shall be in any way subject to any legal process of execution, garnishment or attachment.

ARTICLE II

A. Except in the case of a rollover contribution (as permitted by Code Sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16)) or a contribution made in accordance with the terms of a Simplified Employee Pension (SEP) as described in Section 408(k), no contributions will be accepted unless they are in cash, and the total of such contributions shall not exceed the lesser of 100% of the Depositor's Compensation included in his gross income, or

(1) $3,000 for any taxable year beginning in 2002 through 2004;

(2) $4,000 for any taxable year beginning in 2005 through 2007; and

(3) $5,000 for any taxable year beginning in 2008 and years thereafter.

After 2008, the limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 219(b)(5)(C). Such adjustments will be in multiples of $500.

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B. In the case of an individual who is 50 or older, the annual cash contribution limit is increased by:

(1) $500 for any taxable year beginning in 2002 through 2005; and

(2) $1,000 for any taxable year beginning in 2006 and years thereafter.

C. No contributions will be accepted under a SIMPLE IRA plan established by any employer pursuant to Section 408(p). Also, no transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of the 2-year period beginning on the date the individual first participated in that employer's SIMPLE IRA plan.

D. "Compensation" means wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered (including, but not limited to commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses) and includes earned income, as defined in Section 401(c)(2) of the Code (reduced by the deduction the self-employed individual takes for contributions made to a self-employed retirement plan). For purposes of this definition, Section 401(c)(2) of the Code shall be applied as if the term trade or business for purposes of Section 1402 of the Code included service described in subsection (c)(6). Compensation does not include amounts derived from or received as earnings or profits from property (including but not limited to interest and dividends) or amounts not includible in gross income. Compensation also does not include any amount received as a pension or annuity or as deferred compensation . The term "Compensation" shall include any amount includible in the individual's gross income under Section 71 of the Code with respect to a divorce or separation instrument described in subparagraph (A) of Section 71(b)(2) of the Code.

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E. If this Custodial Agreement establishes an Account for the benefit of a married individual whose Compensation (as that term is defined in Article II.D) is less than that of his or her spouse and who files a joint income tax return with his or her spouse, the Depositor shall not make a contribution that exceeds, for the taxable year in question, the lesser of (a) the amounts provided in Articles II.A and II.B; or (b) the sum of (i) the Depositor's Compensation and (ii) his or her spouse's Compensation, reduced by any amount contributed and allowed as a deduction to his or her spouses individual retirement account.

F. Upon a divorce or legal separation, the spouse for whom a spousal Account had been established (as described in the preceding paragraph) may continue to make cash contributions to his or her Account as a Depositor if such spouse has Compensation (as that term is defined in Article II.D) in the taxable year for which a contribution is to be made.

G. Upon notification to the Custodian at the time a contribution is made, the Depositor shall be deemed to have made a contribution to the Account on the last day of the preceding taxable year if the contribution is made on account of such taxable year and is not made later than the April 15 due date of the Depositor's income tax return (not including extensions thereof).

H. The Depositor shall make no contribution in the taxable year in which he or she reaches age 70-1/2 years, or in any succeeding taxable year. Any contribution in excess of the contribution limits of this Article, unless returned with earnings thereon no later than the due date of Depositor's income tax return, will result in a federal excise tax of six percent (6%) per year for the excess until the excess amount is withdrawn from the Account or the Depositor contributes less than he is entitled to contribute in following years and thereby eliminates the excess.

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I. In the event the Account is maintained for the purpose of establishing a Simplified Employee Pension Plan (within the meaning of Section 408(k) of the Code), the Custodian shall not accept in any taxable year of the Depositor employer contributions which exceed the lesser of (i) twenty-five percent (25%) of the Depositor's Compensation paid by the contributing employer (determined without regard to the employer's contribution to the Simplified Employee Pension Plan), or (ii) $40,000 (or the dollar amount then in effect under Section 415(c)(1)(A) of the Code).

J. The interest of the Depositor in the balance of the Account shall at all times be nonforfeitable.

ARTICLE III

A. The entire interest of the Depositor in the custodial account must be, or commence to be, distributed no later than the April 1 following the calendar year in which the Depositor attains the age of 70-1/2 years (the "Required Beginning Date"). For each succeeding year (including the year of the Required Beginning Date), a distribution must be made on or before December 31. Not later than the Required Beginning Date the Depositor may elect, in a form and at such time as may be acceptable to the Custodian, to have the balance of his Account distributed in one or more of the following forms:

(1) A single sum payment; or

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(2) Equal or substantially equal monthly, quarterly or annual payments, over a period certain not longer than the life expectancy of the Depositor; or

(3) Equal or substantially equal monthly, quarterly or annual payments over a period certain not longer than the life expectancy of the Depositor, or the lives of the Depositor and his or her designated Beneficiary.

Payments made in accordance with the preceding options will continue only so long as amounts remain in the Account. Once the Account is exhausted, the Custodian will be relieved of any and all liability to make payments to the Depositor or his Beneficiary.

Notwithstanding that distributions may have commenced to a Depositor, the Depositor may elect to receive the undistributed portion of the Account in another form provided herein. If the Depositor fails to elect a method of distribution on or before the Required Beginning Date, distribution to the Depositor will be made on the Required Beginning Date by a single sum payment.

B. For distributions made during the Depositor's lifetime, if the Depositor elects a mode of distribution under (2) or (3) above, the minimum payments that must be made each year (commencing with the calendar year in which the individual attains age 70-1/2 and continuing through the year of death), shall not be less than the quotient obtained by dividing the entire interest of the Depositor in the Account as of the end of the preceding year by the distribution period in the Uniform Lifetime Table in Q&A-2 of Section 1.401(a)(9)-9 of the Income Tax Regulations, using the Depositor's age as of his or her birthday in the year. However, if the Depositor's sole designated Beneficiary is his or her surviving spouse and such spouse is more than 10 years younger than the Depositor, then the distribution period is determined under the Joint and Last Survivor Table in Q&A-3 of Section 1.401(a)(9)-9 of the Income Tax Regulations, using the ages as of the Depositor's and spouse's birthdays in the year. Paymen ts for taxable years after the first distribution calendar year shall be made by December 31 of each such year.

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C. If the Depositor dies on or after the Required Beginning Date, the remaining portion of his or her interest in the Account will be distributed at least as rapidly as follows:

(1) If the Depositor's designated Beneficiary is someone other than the Depositor's surviving spouse, the remaining interest will be distributed over the remaining life expectancy of the Depositor's designated Beneficiary, with such life expectancy determined using the Beneficiary's age as of his or her birthday in the year following the year of the Depositor's death, or over the period described in Article III.C(3) below if longer.

(2) If the Depositor's sole designated Beneficiary is the Depositor's surviving spouse, the remaining interest will be distributed over such spouse's life or over the period described in Article III.C(3) below if longer. Any interest remaining after such spouse's death will be distributed over such spouse's remaining life expectancy determined using the spouse's age as of his or her birthday in the year of the spouse's death, or, if the distributions are being made over the period described in Article III.C(3) below, over such period.

(3) If there is no designated Beneficiary of the Depositor, or if applicable by operation of Articles III.C(1) or III.C(2) above, the remaining interest will be distributed over the Depositor's remaining life expectancy determined in the year of the Depositor's death.

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(4) The amount to be distributed each year under Articles III.C(1), III.C(2), or III.C(3), beginning with the calendar year following the calendar year of the Depositor's death, is the quotient obtained by dividing the value of the Account as of the end of the preceding year by the remaining life expectancy specified in such paragraph. Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations.

If distributions are being made to a surviving spouse as the sole designated Beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the Beneficiary's or Depositor's age in the year specified in Articles III.C(1), III.C(2), or III.C(3) and reduced by 1 for each subsequent year.

D. If the Depositor dies before the Required Beginning Date, his or her entire interest in the Account will be distributed at least as rapidly as follows:

(1) If the designated Beneficiary is someone other than the Depositor's surviving spouse, the entire interest will be distributed, starting by the end of the calendar year following the calendar year of the Depositor's death, over the remaining life expectancy of the designated Beneficiary, with such life expectancy determined using the age of the Beneficiary as of his or her birthday in the year following the year of the Depositor's death, or, if elected, in accordance with Article III.D(3) below.

(2) If the Depositor's sole designated Beneficiary is the Depositor's surviving spouse, the entire interest will be distributed, starting by the end of the calendar year following the calendar year of the Depositor's death (or by the end of the calendar year in which the Depositor would have attained age 70 1/2, if later), over such spouse's life, or, if elected, in accordance with Article III.D(3) below. If the surviving spouse dies before distributions are required to begin, the remaining interest will be distributed, starting by the end of the calendar year following the calendar year of the spouse's death, over the spouse's designated beneficiary's remaining life expectancy determined using such beneficiary's age as of his or her birthday in the year following the death of the spouse, or, if elected, will be distributed in accordance with Article III.D(3) below. If the surviving spouse dies after distributions are required to begin, any remaining interest will be distributed over the spouse's remainin g life expectancy determined using the spouse's age as of his or her birthday in the year of the spouse's death.

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(3) If there is no designated Beneficiary, or if applicable by operation of Article III.D(1) or III.D(2) above, the entire interest will be distributed by the end of the calendar year containing the fifth anniversary of the Depositor's death (or of the spouse's death in the case of the surviving spouse's death before distributions are required to begin under Article III.D(2) above).

(4) The amount to be distributed each year under Articles III.D(1) or III.D(2) is the quotient obtained by dividing the value of the Account as of the end of the preceding year by the remaining life expectancy specified in such Article. Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations. If distributions are being made to a surviving spouse as the sole designated Beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the Beneficiary's age in the year specified in Article III.D(1) or III.D(2) and reduced by 1 for each subsequent year.

E. The "value" of the Account includes the amount of any outstanding rollover, transfer and recharacterization under Q&A-7 and Q&A-8 of Section 1.408-8 of the Income Tax Regulations.

F. If the sole designated Beneficiary is the Depositor's surviving spouse, the spouse may elect to treat the Account as his or her own Account. This election will be deemed to have been made if such surviving spouse makes a contribution to the Account or fails to take required distributions as a Beneficiary.

G. In all cases under Articles III.C, III.D, III.E, III.F, the Beneficiary may elect at any time to accelerate or increase the payments otherwise provided for hereunder unless the Depositor, on a form prescribed by the Custodian, has elected a specific payment term or a method which will apply to the Beneficiary, including a surviving spouse.

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An individual may satisfy the minimum distribution requirements under Sections 408(a)(6) and 408(b)(3) of the Code by receiving a distribution from one individual retirement account that is equal to the amount required to satisfy the minimum distribution requirements for two or more individual retirement accounts. For this purpose, the owner of two or more individual retirement accounts may use the "alternative method" described in Notice 88-38, 1988-1, C.B. 524, to satisfy the minimum distribution requirements described above.

If the Depositor dies before his or her Account has been distributed, and if the Beneficiary is other than the Depositor's surviving spouse, no additional contributions, including rollover contributions, may be made to the Account.

For all purposes of this Article III, a Depositor's "Beneficiary" shall be the person or persons designated as such in the Depositor's Application Form or such other person or persons who from time to time may be designated by the Depositor on a Beneficiary designation form prescribed by the Sponsor and filed with the Sponsor before the Depositor's death. In the absence of a valid Beneficiary designation, the Depositor's Beneficiary shall be the Depositor's spouse, if living, otherwise the Depositor's estate. If the Depositor designates multiple Beneficiaries, unless directed otherwise by the Depositor, then upon the Depositor's death, the Custodian shall divide the Depositor's remaining Account balance into separate shares in accordance with each Beneficiary's share of the Account as determined under the Depositor's beneficiary designation.

For all purposes of this Article III, distributions are considered to have begun if the distributions are made on account of the Depositor reaching his or her Required Beginning Date. If the Depositor receives distributions prior to the Required Beginning Date and the Depositor dies, distributions will not be considered to have begun.

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H. Notwithstanding any provision of this Article III to the contrary, the distribution of a recipient's interest hereunder shall be made in accordance with the minimum distribution requirements of Section 408(a)(6) of the Code and the Income Tax Regulations thereunder, the provisions of which are herein incorporated by reference. The minimum distributions calculated for this Account may be withdrawn from another IRA of the Depositor in accordance with Q&A-9 of Section 1.408-8 of the Income Tax Regulations.

I. The Depositor shall always have the right to withdraw all or any part of his Account upon written notice to the Custodian. As a rule, if a distribution is made to a Depositor before such Depositor attains the age of 59-1/2 (a "pre-age 59-1/2 distribution"), the Depositor may be subject to a ten percent (10%) federal penalty tax on the amount of the premature distribution in addition to the ordinary federal and state income taxes for the distribution. As exceptions to the rule, the 10% federal penalty tax may not apply if a pre-age 59-1/2 distribution is on account of the Depositor's death or Disability, or if the pre-age 59-1/2 distribution is a part of a series of substantially equal periodic payments (within the meaning of Section 72(t)(2)(A)(iv) of the Code), or if the distribution is a qualified first-time homebuyer distribution (within the meaning of Section 72(t)(2)(F) of the Code), or for qualified higher education expenses (within the meaning of Section 72(t)(2)(E) of the Code). "Disability" me ans the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration. If the Depositor uses all or any portion of his Account as security for a loan, or if all or any portion of the Account is invested in collectibles (within the meaning of Section 408(m) of the Code) then such portion of his Account shall be treated as being distributed to the Depositor and shall be subject to the tax and penalty discussed above. A payment that is to be a "rollover contribution" as defined in Section 408(d)(3) of the Code and appurtenant regulations, or the setting aside of all or any portion of the Account to the spouse of the Depositor under a divorce decree or a written instrument incident to such divorce, shall not be deemed to be a distribution. Except in the case of Depositor's death or Disability (as defined in Section 72(m)(7) of the Code) or attainment of age 5 9-1/2, before distributing an amount from the Account, the Custodian may require from the Depositor a declaration of the Depositor's intention as to the disposition of the amount distributed.

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ARTICLE IV

A. The Depositor agrees to provide such information to the Custodian at such time and in such manner as may be necessary for the Custodian to prepare any reports required pursuant to Section 408(i) of the Code and the regulations thereunder, as well as any other information returns as may be required by the Custodian under federal or state tax laws.

B. The Custodian agrees to submit reports to the Internal Revenue Service and the Depositor at such time and in such manner and containing such information concerning minimum distributions as is prescribed by the Internal Revenue Service.

ARTICLE V

A. The Custodian shall make payments from the Depositor's Account from time to time in accordance with written instructions, in form acceptable to the Custodian, received from the Depositor. The Custodian shall be fully protected in acting on written instructions of the Depositor and shall not be liable with respect to such payment. The Depositor shall be solely responsible for determining his eligibility to participate in the Account, the deductibility of his contributions, and the timeliness and tax consequences of distributions from the Account. The Custodian shall be entitled to rely absolutely on the representations of the Depositor with respect to all such matters. The Custodian shall only be held responsible for a failure to use ordinary diligence in safekeeping all funds deposited hereunder or making payments as required by the Depositor.

B. The Custodian shall not engage in any prohibited transactions as defined in Section 4975 of the Code.

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C. The Custodian may, pursuant to such procedures as may be established from time to time, receive direct transfers of amounts from other individual retirement accounts of the Depositor to the Depositor's Account established hereunder.

ARTICLE VI

A. The Sponsor, with the consent of the Custodian, may amend any or all provisions of this Custodial Agreement or the Application Form at any time. Any such amendment may be retroactive and shall be effective as of the date specified therein. By executing the Application Form, the Depositor shall be deemed to have delegated to the Sponsor the power to make such amendments and to have consented thereto. The Sponsor shall notify the Depositor of any such amendment within thirty (30) days after the date of adoption of such amendment or its effective date, whichever is later. No such amendment shall authorize or permit any part of the Depositor's Account to be used for or diverted to purposes other than for the exclusive benefit of the Depositor and his Beneficiary or Beneficiaries.

B. The Depositor or the Custodian shall have the right to terminate the Account upon 60 days written notice to the other party. In the event of such termination, the Custodian shall make distribution of the Account to the Depositor or to another qualified plan or successor Custodian designated by the Depositor.

Notwithstanding any other provision hereof, the Depositor may revoke the Account at any time within seven (7) days after the date of execution of the Application form by mailing or delivering a written notice of revocation to the Custodian as provided in Section 1 of the Disclosure Statement which is furnished to the Depositor upon the establishment of this Account.

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C. The Sponsor and Custodian shall at all times administer the Account in accordance with the applicable federal tax laws which govern individual retirement accounts and such Depositor and Beneficiary of the Account shall be deemed to have consented to any such action taken pursuant to this standard notwithstanding any provision in this Custodial Agreement to the contrary.

EXECUTED this _____ day of _________________ 2002.

BRIDGES INVESTMENT FUND, INC.,

Sponsor

By:

President

U.S. BANK NATIONAL ASSOCIATION,

OMAHA, NEBRASKA, Custodian

By:

Its:

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BRIDGES INVESTMENT FUND, INC.

INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

APPLICATION FORM

The undersigned, by completing this Application Form as the Depositor, hereby establishes an Individual Retirement Custodial Account with the U.S. Bank National Association, pursuant to the Bridges Investment Fund, Inc. Individual Retirement Account Custodial Agreement, the terms of which are incorporated herein by this reference. The undersigned acknowledges receipt of a copy of said Custodial Agreement and a Disclosure Statement regarding said Custodial Agreement.

I. Account

A. Name and Address of Depositor:

B. Social Security Number:

C. Birth Date:

D. Taxable Year (if other than calendar year):

E. Name of Spouse:

F. Name of Beneficiary or Beneficiaries and addresses if other than spouse:

II. Fees

Until otherwise changed in accordance with the terms of the Custodial Agreement, the Custodian shall receive fees for its services with respect to each Account established hereunder as follows:

A. Acceptance Fee: $5.00, payable upon establishment of the Account.

B. Annual Maintenance Fee: $8.00 per year for each year until withdrawals from the Account are begun by the Depositor or his Beneficiary.

C. Termination Fee: $8.00, payable on the termination and closure of the Account by the Depositor or his Beneficiary.

D. Periodic Cash Distribution: $1.75 for each payment.

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E. Reinvestment of Cash Distributions (dividend and capital gains payments from the share of Bridges Investment Fund, Inc.): $1.05 for each reinvestment.

Extraordinary services resulting from unusual administrative responsibilities not contemplated by the above schedule will be subject to such additional charges as will reasonably compensate the Custodian for the services involved.

The foregoing charges will be deducted by the Custodian from the Depositor's contributions, dividends, or capital gain distributions, periodic cash distributions, and termination remittances before investments or separation payments are made.

III. Prospectus

Depositor represents that he has received copies of the current Prospectus of Bridges Investment Fund, Inc.

IV. Depositor's Right to Revoke

Notwithstanding any provision hereof, or any provision of the Custodial Agreement, the Depositor shall have the right to revoke this Application Form and the Custodial Account at any time within seven (7) days after the date of execution of this Application Form.

V. Instructions to Depositor

Depositor shall mail both copies of the Application Form, and executed Contribution Form and the initial contribution to U.S. Bank National Association, 1700 Farnam Street, Omaha, Nebraska 68102.

Date: ____________________________.

___________________________________

Signature of Depositor

ACCEPTED for U.S. Bank National Association,

Omaha, Nebraska

By: _______________________________________

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DISCLOSURE STATEMENT

BRIDGES INVESTMENT FUND, INC.

INDIVIDUAL RETIREMENT ACCOUNT CUSTODIAL AGREEMENT

NOTE: A prospective Depositor should read and acknowledge receipt of this statement prior to executing his or her Application Agreement.

As a prospective Depositor under the Bridges Investment Fund, Inc., Individual Retirement Account Custodial Agreement (the "Account"), you are advised of the following:

1. Right to Revoke. Each individual who executes the Application Form may revoke the Account by mailing or delivering written notice of such revocation to the Custodian at any time within seven (7) days after executing the Application Form. Such notice of revocation shall be delivered or addressed to the Custodian, U.S. Bank National Association, Omaha, Nebraska, 1700 Farnam Street, Omaha, Nebraska 68102, telephone (402) 348-6350. A notice of revocation shall be deemed mailed on the date of the postmark (or if sent by certified or registered mail, the date of the certification or registration) if it is deposited in the mail in the United States in an envelope or other appropriate wrapper, first class postage prepaid, properly addressed. If you revoke your Account, you shall be returned your entire original contribution, including sales commissions and administrative expenses incurred in establishing the Account.
2. The Internal Revenue Code requires that the Custodial Agreement contain the following provisions:

1. Allowable Contributions. Except in the case of a "rollover contribution," no contribution will be accepted unless it is in cash, and contributions will not be accepted in excess of the amounts described in Section 3 of this Disclosure Statement for any taxable year. See Section 3(o) of this Disclosure Statement for more details on rollover contributions.
2. Custodian. The Custodian (or Trustee) of the Account must be a bank or other organization approved by the Commissioner of Internal Revenue.
3. No Investment in Life Insurance Contracts. No portion of the Account may be invested in life insurance contracts.
4. Account Nonforfeitable. Your interest in your Account is nonforfeitable.
5. No Commingling of Account Assets. The assets of the Account will not be commingled with other property except in a common trust fund or common investment fund.
6. Minimum Required Distributions Requirement. The balance of your Account must begin to be distributed to you no later than April 1 of the calendar year following the calendar year in which you reach age 70-1/2 (the "Required Beginning Date").
7. Distribution of Account Upon Your Death. Different rules apply to how your Account will be distributed upon your death depending on whether or not you die before you begin receiving minimum required distributions and whether or not you have a designated beneficiary. For a more detailed explanation of these rules, see Section 3(t) of this Disclosure Statement.
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1. Information regarding Individual Retirement Accounts:

1. Eligibility to Make Contributions to an Account. You may make contributions to an Account if: (1) You are under age 70 1/2; and (2) You receive compensation for such taxable year. A rollover contribution is not subject to these age and compensation requirements. Generally, compensation means wages, salaries or professional fees and other amounts received for personal services actually rendered, including commissions paid to salesmen, compensation for services on the basis of a percentage of profits, tips, and bonuses. For a person who is self-employed, compensation includes net earnings from the trade or business in which personal services are a material income-producing factor. As an exception to the above rule, a married person who files a joint tax return may be eligible to establish an Account even though he or she does not have compensation for such taxable year.
2. Maximum Allowable Contributions. Except as otherwise provided herein, and except in the case of a rollover contribution, you may make cash contributions to your Account for any year up to a maximum of the "deductible amount," or 100% of your compensation, whichever is less.

For purposes of this Disclosure Statement, the term "deductible amount" is determined in accordance with the following:

Participant is less than 50-years-old

Year                                                                              Maximum Deductible Amount

2002 through 2004                                                                             $3,000

2005 through 2007                                                                             $4,000

2008 and later years                                                                         $5,000

For years beginning after 2008, the maximum deductible amount may be adjusted for cost-of-living increases.

Participant is at least 50-years-old

Year                                                                             Maximum Deductible Amount

2002 through 2004                                                                         $3,500

2005                                                                                                 $4,500

2006 and 2007                                                                                 $5,000

2008 and later years                                                                        $6,000

(c) Timeframe for Making Contributions. You may make contributions to your Account on or before the due date, excluding extensions, for filing your tax return (April 15 for most taxpayers) for the year in which the contribution is made. You may make a contribution to your Account in any year up to the year in which you attain age 70 1/2. The following examples illustrate these rules.

EXAMPLE

John Smith has compensation of $50,000 for 2002. John may make a contribution to his Account for 2002 no later than April 15, 2003, his due date for filing a tax return for the 2002 tax year.

EXAMPLE

Jane Smith will turn age 70 1/2 in 2002 and had compensation in both 2001 and 2002. Jane will be able to make a contribution to her Account for 2001. However, she will not be able to make a contribution to her Account for 2002 because that is the year in which she will reach age 70 1/2.

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(d) Types of Contributions. You may make the following types of contributions to your Account: (1) Deductible contributions; (2) Nondeductible contributions; and (3) Rollover contributions. The rules relating to these different types of contributions are explained in detail below.

(e) Deductible Contributions for Married Taxpayers Filing Jointly When Neither Spouse is an Active Participant in an Employer-Sponsored Plan. If you are married and file a joint tax return, and neither you nor your spouse is an active participant in an "employer-sponsored plan," each of you may make a deductible contribution to a separate account in an amount that does not exceed the lesser of the deductible amount (as described in Section 3(b)), or 100% of your compensation, whichever is less.

An "employer-sponsored plan" is one that an employer sets up for the benefit of its employees, including a qualified pension, profit sharing, stock bonus or money purchase plan, a 401(k) plan, a qualified pension, stock bonus, profit sharing plan created by a collective bargaining agreement between employee representatives and one or more employers, a qualified annuity plan, or a simple retirement account, among others. The rule providing that a married taxpayer filing a joint tax return may contribute for any year the lesser of the deductible amount (as described in Section 3(b)), or 100% of the taxpayer's compensation for such year is modified in the case of a married taxpayer who has less compensation (the "lower paid spouse") than his or her spouse (the "higher paid spouse") for the taxable year. In the case of the lower paid spouse, the maximum allowable deductible contribution is the lesser of the deductible amount (as described in Section 3(b)); or the sum of (A) the lower paid spouse's compens ation and (B) the higher paid spouse's compensation, reduced by any amount contributed to a traditional individual retirement account ("IRA") or Roth IRA for the higher paid spouse.

A married person filing a separate return is not entitled to the special "lower paid spouse" rule.

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(f) Deductible Contributions for Married Taxpayers Filing Jointly When Both Spouses are Active Participants in Employer-Sponsored Plans. The maximum deductible contribution limits addressed in Section 3(b) apply if you are married and file a joint tax return, and both you and your spouse are active participants in employer-sponsored plans (as described in Section 3(e) above), and your combined adjusted gross income ("AGI"), as determined by Internal Revenue Code Section 219(g)(3)(A), is less than the first dollar amount in the chart below. In this case, your maximum allowable deductible contribution will not be reduced. However, if your combined AGI is more than the second dollar amount in the chart below, then you cannot make a deductible contribution but you may make a nondeductible contribution as described in Section 3(l) below. Finally, if your combined AGI falls within the dollar range in the chart below, then your maximum deductible contribution will be reduced. To determine the reduc tion amount, multiply your otherwise maximum allowable deductible IRA contribution by a fraction. The numerator of the fraction is your combined AGI minus the first dollar amount (applicable dollar threshold) in the chart below. The denominator of the fraction is $10,000 ($20,000 for tax years beginning after December 31, 2006). If the calculated reduction is not a multiple of $10, the reduction amount is rounded to the next lowest $10. If the calculated reduction amount is greater than $0 but less than $200, the reduction amount will be $200.

MARRIED TAXPAYERS FILING JOINT RETURNS

For Taxable Years                                                                                     Applicable

Beginning in:                                                                                             Dollar Threshold

2002                                                                                                             $54,000 to $ 64,000

2003                                                                                                              $60,000 to $ 70,000

2004                                                                                                             $65,000 to $ 75,000

2005                                                                                                             $70,000 to $ 80,000

2006                                                                                                             $75,000 to $ 85,000

2007 and thereafter                                                                                    $80,000 to $100,000

EXAMPLE

John and Mary Smith are married and file a joint tax return. They have a combined AGI in 2002 of $59,000 and both are active participants in employer-sponsored plans. Neither John nor Mary are 50-years-old, and the lower paid spouse rule described in Section 3(e) does not apply. John and Mary will calculate their allowable deductible contributions as follows:

                                                    Their combined AGI is $59,000

                                                    Applicable Dollar Threshold Level in 2002 is $54,000

                                                    Their Maximum Allowable Deductible Contribution is $3,000 each

$59,000 less $54,000	x $3,000 = $1,500 Reduction Amount
$10,000

The reduction amount for John and Mary is $1,500. Therefore, the maximum deductible contribution that John and Mary may each make to their own Account is $1,500 ($3,000 less $1,500) for 2002.

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(g) Maximum Deductible Contributions for Married Taxpayers Filing Jointly When One Spouse is an Active Participant. If you are a married taxpayer filing a joint tax return, and either you or your spouse (but not both) is an active participant in an employer-sponsored retirement plan (as described in Section 3(e) above), the maximum allowable deductible contribution for the non-active participant will be reduced when the combined AGI of both spouses is between $150,000 and $160,000 for the taxable year. The spouse who is a non-active participant can calculate the amount of his or her reduced deductible contribution by multiplying the otherwise maximum allowable deductible IRA contribution by a fraction. The numerator of the fraction is the combined AGI (as determined by Internal Revenue Code Section 219(g)(3)(A)) of both spouses minus $150,000. The denominator of the fraction is $10,000. In contrast to the rules in Section 3(f) above, these dollar amounts ($150,000 and $10,000) do not increas e from year to year. If the calculated reduction is not a multiple of $10, the reduction amount is rounded to the next lowest $10. If the calculated reduction amount is greater than $0 but less than $200, the reduction amount will be $200.

EXAMPLE

Jerry Johnson is an active participant in an employer-sponsored plan and his spouse, Susan, is not an active participant in an employer-sponsored plan. Neither Jerry nor Susan are 50-years-old. Susan's and Jerry's combined AGI in 2002 is $140,000. Susan, who is not an active participant, can make a deductible IRA contribution of $3,000 in 2002 because their combined AGI is less than $150,000. However, Jerry may not make a deductible IRA contribution because his and Susan's combined AGI exceeds the applicable dollar threshold (determined under Section 3(f)) for an active participant filing a joint income tax return.

EXAMPLE

Assume the same facts as above except that Susan's and Jerry's combined AGI is $153,000 in 2002. Jerry still may not make a deductible IRA contribution because his and Susan's combined AGI exceeds the applicable dollar threshold (determined under Section 3(f)) for an active participant filing a joint income tax return.

Susan's reduced contribution is calculated as follows:

Combined AGI is $153,000

Applicable Dollar Threshold Level is $150,000

Denominator of fraction is $10,000

Otherwise Maximum Allowable Deduction is $3,000

$153,000 less $150,000	x $3,000 = $900 Reduction Amount
$10,000

The reduction amount for Susan is $900. Therefore, the maximum deductible contribution that Susan may make for 2002 is $2,100 ($3,000 less $900).

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(h) Maximum Deductible Contributions for Single Taxpayer Who is not an Active Participant in an Employer-Sponsored Plan. If you are a single taxpayer and you are not an active participant in an employer-sponsored retirement plan (as described in Section 3(e) above), then you may make a deductible contribution in an amount that does not exceed the lesser of the maximum deductible amount (as described in Section 3(b)), or 100% of your compensation.

(i) Maximum Deductible Contributions for Single Taxpayer Who is an Active Participant in an Employer-Sponsored Plan. The maximum deductible contribution limits addressed in Section 3(b) apply if you are a single taxpayer and you are an active participant in an employer-sponsored plan, and your adjusted gross income ("AGI"), as determined by Internal Revenue Code Section 219(g)(3)(A), is less than the first dollar amount in the chart below, (the "applicable dollar threshold"). In this case, your maximum allowable deductible contribution will not be reduced. However, if your AGI is more than the second dollar amount in the chart below, then you cannot make a deductible contribution but you may make a nondeductible contribution as described in Section 3(l) below. Finally, if your AGI falls within the dollar range in the chart below, then your maximum deductible contribution will be reduced. To determine the reduction amount, multiply your otherwise maximum allowable deductible IRA contribution by a fraction. The numerator of the fraction is your AGI minus the first dollar amount (applicable dollar threshold) in the chart below. The denominator of the fraction is $10,000. If the calculated reduction is not a multiple of $10, the reduction amount is rounded to the next lowest $10. If the calculated reduction amount is greater than $0 but less than $200, the reduction amount will be $200.

SINGLE TAXPAYERS

For Taxable Years                                                                                                 Applicable

Beginning in:                                                                                                         Dollar Threshold

2002                                                                                                                         $34,000 to $ 44,000

2003                                                                                                                         $40,000 to $ 50,000

2004                                                                                                                         $45,000 to $ 55,000

2005 and thereafter                                                                                                 $50,000 to $ 60,000

EXAMPLE

Mary Smith, a single person, is an active participant in an employer-sponsored retirement plan and has an AGI of $36,000 in 2002. Mary is less than 50-years-old. Her deductible IRA contribution is calculated as follows:

                                                    Her AGI is $36,000

                                                    Applicable Dollar Threshold level in 2002 is $34,000

                                                    Her Maximum Allowable Deduction is $3,000

                                                             $36,000 less $34,000 x $3,000 = $600 Reduction Amount

                                                                    $10,000

The reduction amount for Mary will be $600. Accordingly, the maximum amount that Mary may contribute to her Account for 2002 is $2,400 ($3,000 less $600).

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(j) Maximum Deductible Contributions for Married Taxpayer Filing Separate Returns When You are Not an Active Participant in an Employer-Sponsored Plan. If you are a married taxpayer filing a tax return from your spouse, and you are not an active participant in an employer-sponsored retirement plan (as described in Section 3(e) above), then you may make a deductible contribution in an amount that does not exceed the lesser of the maximum deductible amount (as described in Section 3(b)), or 100% of your compensation, whichever is less.

(k) Maximum Deductible Contributions for Married Taxpayers Filing Separate Returns When You are an Active Participant in an Employer-Sponsored Plan. The maximum deductible contribution limit as set forth in Section 3(b) applies if you are a married taxpayer filing a tax return separate from your spouse, lived apart from your spouse at all times during the taxable year, and are an active participant in an employer-sponsored plan (as described in Section 3(e) above). The maximum limits will not be reduced if you and your spouse's combined AGI (as determined by Internal Revenue Code Section 219(g)(3)(A)) is less than the first dollar amount in the chart below (the "applicable dollar threshold"). However, if your combined AGI is more than the second dollar amount in the chart below, then you cannot make a deductible contribution but you may make a nondeductible contribution as described in Section 3(l) below. Finally, if your combined AGI falls within the dollar range in the chart below, then yo ur maximum allowable deductible contribution will be reduced. To determine the reduction amount, multiply your otherwise maximum allowable deductible IRA contribution by a fraction. The numerator of the fraction is your combined AGI. The denominator of the fraction is $10,000. If the calculated reduction is not a multiple of $10, the reduction amount is rounded to the next lowest $10. If the calculated reduction amount is greater than $0 but less than $200, the reduction amount will be $200.

MARRIED TAXPAYER FILING SEPARATE TAX RETURN,

LIVING APART AND AN ACTIVE PARTICIPANT

For Taxable Years                                                                                    Applicable

Beginning in:                                                                                             Dollar Threshold

2002                                                                                                              $34,000 to $ 44,000

2003                                                                                                               $40,000 to $ 50,000

2004                                                                                                                 $45,000 to $ 55,000

2005 and thereafter                                                                                         $50,000 to $ 60,000

EXAMPLE

Don Walters and his spouse Lisa are married taxpayers who file separate tax returns and live apart from each other. Don and his spouse have combined AGI of $36,000 for 2002. Don is an active participant in an employer-sponsored plan. Don is less than 50-years-old. Don's deductible IRA contributions are calculated as follows:

$36,000 less $34,000 x $3,000 = $600 Reduction Amount

                                                                $10,000

The reduction amount for Don is $600. Therefore, the maximum deductible contribution that Don may make for 2002 is $2,400 ($3,000 less $600).

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If you are a married taxpayer filing a tax return separate from your spouse, but you did not live apart from your spouse at all times during the taxable year, and you are an active participant in an employer-sponsored plan (as described in Section 3(e) above), then your maximum deductible contribution limit as set forth in Section 3(b) will be reduced. To determine the reduction amount, multiply your otherwise maximum allowable deductible IRA contribution by a fraction. The numerator of the fraction is your AGI (not combined with your spouse's AGI). The denominator of the fraction is $10,000. If the calculated reduction is not a multiple of $10, the reduction amount is rounded to the next lowest $10. If the calculated reduction amount is greater than $0 but less than $200, the reduction amount will be $200.

EXAMPLE

James Jones and his spouse are married taxpayers who file separate tax returns and who do not live apart. James is an active participant in an employer-sponsored retirement plan, and has AGI of $7,000 for 2002. James is less than 50-years-old. James' deductible IRA contributions are calculated as follows:

$7,000 x $3,000 = $2,100 Reduction Amount

                                                    $10,000

The reduction amount for James is $2,100. Therefore, the maximum deductible contribution that James may make for 2002 is $900 ($3,000 less $2,100).

(l) Maximum Nondeductible Contributions. Regardless of your marital status, if all or a part of your contribution for any taxable year cannot be deducted, you may still make a nondeductible contribution to your Account. The maximum nondeductible contribution you may make is the maximum limit set forth in Section 3(b) less any deductible contribution you make for the same tax year. You may also make a nondeductible contribution even if you could have deducted all or part of your contribution. In other words, you can elect to treat an otherwise allowable deductible contribution as a nondeductible contribution.

If you make a nondeductible contribution to your Account, you must report the amount of the nondeductible contribution on Form 8606, Nondeductible IRAs (Contributions, Distributions, and Basis), with your tax return for the year. If you do not file Form 8606, all your IRA contributions will be presumed to be deductible contributions. If you overstate the amount of your nondeductible contributions made for a tax year, you will be subject to a $100 penalty for each such overstatement unless you can show that the overstatement was due to reasonable cause. A $50 penalty will be imposed on you if you do not file a required Form 8606 unless the failure to file was due to reasonable cause.

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(m) Tax Credit. For taxable years beginning after 2001 and before 2007, if you have attained at least the age of 18 as of the end of a taxable year, are not a dependent, and are not a full-time student, then you may be eligible to receive a tax credit on your contributions to your Account equaling a percentage of your retirement savings contributions not exceeding $2,000. This tax credit will be allowed in addition to any tax deduction that may apply. The tax credit may not exceed $1,000 in a given year. For these purposes, "retirement savings contributions" include contributions to your Account or to any other traditional IRA or Roth IRA, and certain contributions made to other employer-sponsored retirement plans.

The tax credit is based upon your adjusted gross income (including foreign earned income and income from Guam, American Somoa, North Mariana Islands and Puerto Rico) and will range from 0 to 50 percent of eligible contributions. The amount of contributions eligible for the credit is reduced by distributions received by you during the prior two taxable years and the current taxable year for which the credit is claimed, including the period up to the due date (plus extensions) for filing the federal income tax return for the current taxable year. To determine your tax credit, if any, multiply the applicable percentage from the chart below by the amount of your retirement savings contributions that do not exceed $2,000.

ADJUSTED GROSS INCOME
Joint Return		Head of a Household		All Other Cases
Over	Not Over	Over	Not Over	Over	Not Over	Applicable Percentage
$0	$30,000	$0	$22,500	$0	$15,000	50%
$30,000	$32,500	$22,500	$24,375	$15,000	$16,250	20%
$32,500	$50,000	$24,375	$37,500	$16,250	$25,000	10%

(n) Rollover Contributions. You may make tax-free rollover contributions to your Account. No deduction is allowed for a rollover contribution. If a rollover contribution is involved, the same property received from the old account or plan may be contributed to this Account. Basically, a "rollover contribution" is a tax-free transfer of funds from one retirement savings program to this Account consisting solely of all or a portion of the individual's interest (reduced by the amount of employee contributions) in an Individual Retirement Account, individual retirement annuity, United States retirement bond, qualified employee retirement plan, qualified employee annuity, qualified bond purchase plan, tax-sheltered annuity or 


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account, a governmental eligible deferred compensation plan, or a surviving spouse's lump-sum distribution from a qualified employee retirement plan. In the case of certain eligible rollover distributions from qualified employee retirement plans, the rollover contribution must be accomplished by means of a direct transfer from that plan to this Account in order to avoid federal income tax withholding on the distribution from the qualified employee retirement plan. Otherwise, such contribution must be made within sixty (60) days of receipt and is subject to certain restrictions, depending on the source of the contribution. In cases where federal tax withholding has occurred, you must add your own cash funds to the contribution up to the amount of such withholding to accomplish a full rollover of the taxable distribution from the qualified employee retirement plan. A rollover of a part of the distribution received from such other plan is allowed but may result in tax on the portion which is not rolled over. Wi th limited exceptions, rollover contributions between individual retirement accounts may occur only once every twelve months. You should consult with your attorney or other tax advisor prior to making a "rollover contribution" to ensure that it qualifies as such.

(o) Excess Contributions. With the exception of a "rollover contribution," any contribution in excess of the limits on contributions for a taxable year is subject to an excise tax equal to 6% of the amount of the excess contribution for the taxable year in which it is made, unless the excess (and any income attributable thereto) is withdrawn from the Account before the due date of the tax return for the taxable year in which the contribution is made. The income attributable to such excess contribution is deemed earned and receivable in the year for which the excess contribution is made. This 6% excise tax is also imposed for each subsequent year until the excess amount is eliminated. In addition to withdrawing excess contributions as explained above, the excess contribution may be reduced or eliminated in later years by contributing to the Account amounts less than the maximum allowable contribution in the later years. Distributions out of the Account that are includible in your gross income wil l also reduce the excess contribution for the year following the year in which the distribution was made. The excise tax described herein is imposed by Section 4973 of the Internal Revenue Code and is in addition to any other federal and state income taxes to which the excess may be subject.

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(p) Distributions in General. Interest or earnings on the contribution, whether deductible or nondeductible, will not be taxed until distributed from the Account, and nondeductible contributions will not be subject to tax when distributed from the Account. To receive a distribution from your Account, you must complete a Request for Payment Form, or similar form acceptable to the Custodian. If you have only made deductible contributions to your Account, then any amount distributed to you from your Account will be included in your gross income in the taxable year in which you receive the distribution. However, if you make any nondeductible contributions, each distribution from your Account will consist of a nontaxable portion (return of nondeductible contributions) and a taxable portion (return of deductible contributions, if any, and Account earnings). You may not take a distribution which is entirely tax-free. The nontaxable portion of your distribution will be determined by multiplying your distribution by a fraction. The numerator of the fraction will be your basis in your Account (i.e., that portion of your nondeductible contributions that have not been distributed to you). The denominator of the fraction will be your Account balance as of the last day of the tax year in which the distribution is made plus the amount of distributions from your Account during the year. In determining the taxable amount of your distribution, all of your IRAs (not including Roth IRAs) are treated as one IRA. As an exception to the above rules, if you rollover a distribution from your Account to a qualified employer retirement plan, a tax-sheltered annuity or account, or a governmental eligible deferred compensation plan, then the distribution will be treated as coming first from all nondeductible contributions and earnings on all of your individual retirement accounts. Furthermore, all distributions during the tax year are treated as one distribution. Additional information on calculating the nontaxable portion of distributions can be obtained from Internal Revenue Service Publication 590.

EXAMPLE

Jim Wilson has made nondeductible contributions of $6,000 to his Account. On October 31, 2001, Jim receives a distribution of $5,000 and has not received any prior distributions. At the end of the year, December 31, 2001, his Account balance is $12,500. The portion of the $5,000 distribution that is not included in Jim's gross income is calculated as follows:

Amount of Distribution is $5,000

Amount of Nondeductible Contributions is $6,000

Account Balance on December 31, 2001 plus Amount of Distribution is $17,500 ($12,500 + $5,000)

$6,000        x $5,000 = $1,714.29

$12,500 + $5,000

Accordingly, $1,714.29 of Jim's $5,000 distribution will not be included in his gross income for 2001. The remaining $3,285.71 ($5,000 less $1,714.29) will be included in Jim's gross income for 2001.

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(q) Premature Distributions. A tax of 10% is imposed by Section 72(t) of the Internal Revenue Code on the amount of certain distributions from the Account made before you have attained age 59-1/2 (with the exception of a distribution that is to be a rollover contribution, a return of an excess contribution, a distribution used for qualified higher education expenses, a distribution that meets the qualified first-time homebuyer requirements, the payment of medical expenses in excess of 7.5 percent of adjusted gross income, a distribution that is part of a series of substantially equal periodic payments, a distribution to pay for health insurance following a separation from employment or a distribution on account of your death or disability or incident to a divorce). Amounts constructively distributed as a result of use of the Account as security for a loan will be considered an early distribution and be subject to the 10% tax if you have not reached age 59 1/2. Any tax imposed by Section 72(t ) of the Code is in addition to regular federal and state income taxes; distributions from the Account (except the portion which is a distribution of nondeductible contributions, a distribution that is a rollover contribution or a distribution that is a return of excess contributions) are taxed as ordinary income to you or your beneficiary. If you are under age 59 1/2 and are deciding whether to receive a distribution from your Account, you should seek the advice of a lawyer or other tax advisor to determine the tax consequences of receiving the contemplated distribution.

(r) Minimum Required Distributions. You must begin receiving distributions from your Account on or before April 1 of the calendar year following the calendar year in which you reach age 70 1/2. This is known as your "Required Beginning Date." Ordinarily, you must receive your minimum required distribution for a calendar year before the end of such calendar year. The exception is your first minimum required distribution, which must be made no later than your Required Beginning Date.

The minimum distribution for any taxable year is equal to the amount obtained by dividing your Account balance at the end of the prior year by the applicable divisor. The applicable divisor is generally determined by using the Uniform Lifetime Table in Treasury Regulations Section 1.401(a)(9)-9. This Uniform Lifetime Table assumes your beneficiary is exactly ten years younger than you. However, if your spouse is your sole beneficiary and is more than ten years younger than you, then the applicable divisor is determined by using the Joint and Last Survivor Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using your and your spouse's attained ages as of your and your spouse's birthdays in the distribution calendar year.

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(s) Excess Accumulations. If distributions from the Account do not satisfy the minimum required distribution requirements, a tax equal to 50% of the difference between the amount distributed and the minimum amount required to be distributed will be imposed pursuant to Section 4974 of the Internal Revenue Code.

(t) Distributions Upon Your Death. If you die before your entire Account has been distributed to you, then minimum distributions must be made after your death in accordance with the following:

(1) If you die on or after your Required Beginning Date, then minimum distributions must be made after your death in accordance with the following:

(i) If there is a designated Beneficiary who is someone other than your spouse, the remaining balance of the Account will be distributed over the designated Beneficiary's remaining life expectancy, using the Beneficiary's age as of his or her birthday in the year following the year of your death, or over the period described in subparagraph (iii) below, if longer.

(ii) If your sole designated Beneficiary is your spouse, the remaining balance of the Account will be distributed over your spouse's life, or over the period described in subparagraph (iii) below, if longer. Any interest remaining after your spouse's death will be distributed over your spouse's remaining life expectancy, using the spouse's age as of his or her birthday in the year of the spouse's death, or, if the distributions are being made over the period described in subparagraph (iii) below, over such period.

(iii) If there is no designated Beneficiary, or if this subparagraph (iii) applies by operation of subparagraph (i) or (ii) above, the remaining balance of the Account will be distributed over your remaining life expectancy determined in the year of your death.

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(2) If you die before your Required Beginning Date, then minimum distributions must be made after your death in accordance with the following:

(i) If there is a designated Beneficiary who is someone other than your spouse, the remaining balance of the Account will be distributed, starting by the end of the year following the year of your death, over the designated Beneficiary's remaining life expectancy using the Beneficiary's age as of his or her birthday in the year following the year of your death, or, in accordance with subparagraph (iii) below.

(ii) If your sole designated Beneficiary is your spouse, the remaining balance of the Account will be distributed, starting by the end of the year following the year of your death (or by the end of the year in which you would have attained age 70 1/2, if later) over your spouse's life, or, in accordance with subparagraph (iii) below. If your surviving spouse dies before distributions are required to begin to be made to him or her, the remaining balance of the Account will be distributed, beginning by the end of the year following the year of the surviving spouse's death, over the surviving spouse's designated beneficiary's remaining life expectancy, using the beneficiary's age as of his or her birthday in the year following the death of the surviving spouse, or, in accordance with subparagraph (iii) below. If your surviving spouse dies after distributions are required to begin to be made to him or her, the remaining balance of the Account will be distributed over the surviving spouse's remaining life e xpectancy, using the surviving spouse's age as of his or her birthday in the year of the surviving spouse's death.

(iii) If there is no designated Beneficiary, or if this subparagraph (iii) applies by operation of subparagraph (i) or (ii) above, the remaining balance of the Account will be distributed by the end of the year containing the fifth anniversary of your death (or your surviving spouse's death).

If you designate multiple Beneficiaries, unless you direct otherwise, then upon your death, the Custodian shall divide your remaining Account balance into separate shares in accordance with your beneficiary designation.

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(u) Distributions in Accordance with Regulations. In all events, distributions from your Account must comply with Treasury Regulations Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, and if any of the provisions herein are inconsistent with Internal Revenue Code Section 401(a)(9), then Internal Revenue Code Section 401(a)(9) shall govern.

(v) Engaging in Prohibited Transactions. If you or your beneficiary engages in a prohibited transaction described in Section 4975(c) of the Internal Revenue Code with respect to your Account, the Account will lose its exemption from tax by reason of Section 408(e)(2)(A) of the Internal Revenue Code, and you must include in your gross income the fair market value of the Account.

(w) Pledging Account as Collateral. If you pledge your Account as security for a loan, then, under Section 408(e)(4) of the Internal Revenue Code, the portion so pledged is treated as distributed to you. This deemed distribution would subject you to current income taxation for the taxable year during which your Account is so used.

(x) Estate Taxes/Gift Taxes. The balance in your Account at the time of your death is includible in your gross estate for federal estate tax purposes. Naming a beneficiary to receive a distribution from the Account upon death will not, however, be treated as a gift by you subject to gift tax.

(y) Distribution from IRA Not Treated as Lump Sum Distribution. Section 402(e) of the Internal Revenue Code (relating to the special tax treatment for lump-sum distributions from qualified employee retirement plans) is not applicable to distributions from an Individual Retirement Account.

(z) Requirement to File Form 5329. Form 5329 (Return for Additional Taxes Attributable to Qualified Retirement Plans-Including IRAs-Annuities, and Modified Endowment Contracts) must accompany your tax return if any penalty taxes described in this Disclosure Statement are owed.

4. Fee Schedule. Until otherwise changed in accordance with the terms of the Custodial Agreement, the following charges will be payable to the Custodian:

(a) Acceptance Fee: $5.00, deducted from your initial contribution to the Account.

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(b) Annual Maintenance Fee: $8.00 for each year until withdrawals from the Account commence, deducted from the contribution for each year, or, if no contribution is made, from the Account.

(c) Termination Fee: $8.00, payable on the termination and closure of the Account by the Depositor or his Beneficiary.

(d) Periodic Cash Distribution: $1.75, deducted from each payment.

(e) Reinvestment of Cash Distributions (dividend and capital gains payments from the shares of Bridges Investment Fund, Inc.): $1.05 for each reinvestment, deducted from the amount of such dividend or capital gains payment.

5. Method for Computing and Allocating Annual Earnings. Each year, substantially all of the net income of Bridges Investment Fund, Inc. (earnings on investments less the expenses of operating the Fund) and net capital gains, if any, realized from the sale of securities by the Fund, are distributed in the form of dividends to shareholders. Such dividends are paid on a per share basis. Your Account will receive dividends from Bridges Investment Fund, Inc., based on the number of shares held by you in your Account as of the date a dividend is declared. Since, however, dividends are contingent upon the Fund's having net income and/or net capital gains, no dividends can be guaranteed or projected for any year.

A more complete explanation of the management and operation of Bridges Investment Fund, Inc., is contained in the Prospectus for the Fund. You will receive quarterly and annual reports so long as any portion of your Account is invested in shares of Bridges Investment Fund, Inc.

6. IRS Approval. The Bridges Investment Fund, Inc., Custodial Agreement has been approved as to form by the National Office of the Internal Revenue Service in Washington, D.C. on ___________________. However, the approval that has been issued by the Internal Revenue Service is a determination only as to the form of the Account and does not represent a determination of the merits of the Account.

7. Additional Information. Further information concerning Individual Retirement Accounts can be obtained from any district office of the Internal Revenue Service. Also, additional tax information is available in Revenue Service Publication 590 which can be obtained from any IRS district office.

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NOTICE TO DEPOSITOR

This Disclosure Statement is not intended as a complete or definitive explanation or interpretation of the law regarding Individual Retirement Accounts. You should consult with your attorney or other tax advisor regarding the legal and financial consequences of establishing, making contributions to, or receiving distributions from, an Account. You have the sole responsibility for determining your eligibility to establish an Account and the propriety and tax consequences of any contribution to, or distribution from, the Account.

The undersigned acknowledge(s) receipt of this Disclosure Statement the _____ day of _______________, _______.

Printed Name of Depositor

Signature of Depositor

EX-99.2Q RETRMT PLAN

BRIDGES INVESTMENT FUND, INC.

SIMPLE INDIVIDUAL RETIREMENT ACCOUNT

CUSTODIAL AGREEMENT

This Custodial Agreement, made and entered into as of the 1st day of January, 1998, is hereby amended and restated as of the first day January, 2002, by and between BRIDGES INVESTMENT FUND, INC. (hereinafter referred to as the "Sponsor") and U.S. BANK NATIONAL ASSOCIATION (hereinafter referred to as the "Custodian"),

WITNESSETH:

ARTICLE I

A. Upon completion and execution of the Application Form by an individual (hereinafter the "Participant") and upon acceptance thereof by the Custodian, the Custodian shall establish and maintain a SIMPLE Individual Retirement Custodial Account (hereinafter the "Account"), in the name of the Participant, pursuant to the terms and conditions of this Agreement. The Account established for the Participant shall be a SIMPLE IRA as described in Section 408(p) of the Internal Revenue Code. The contributions to the SIMPLE IRA on behalf of the Participant and any accumulations and earnings thereon shall be credited to the Account. The Account shall be established and maintained for the exclusive benefit of the Participant and his Beneficiary or Beneficiaries.

B. The amount of each contribution on behalf of the Participant shall be applied to the purchase of shares of Bridges Investment Fund, Inc. (hereinafter referred to as "Investment Company Shares"). Such purchases shall be made on the first business day following the day said contribution is received; provided, however, if the contribution received is less than $500 then, in such event, the purchase of Investment Company Shares shall be made not later than the next following 5th, 15th or 25th day of the month after receipt of the contribution.

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All cash dividends and capital gain distributions received in respect of Investment Company Shares held in the Participant's Account shall be reinvested in shares of the Investment Company from which they were received and such shares shall be credited to such Account. Such reinvestment shall be made on the last bank business day of the month in which the distribution is received by the Custodian and on which such shares are offered for sale. The amount of each such distribution, unless received in additional shares of such Company, and the amount of each contribution credited to such Account shall be applied to the purchase of as many full Investment Company Shares as can be purchased with the amount of such contribution or distribution plus any uninvested, unexpended balance of any prior such amount credited to such Account, and the Custodian, in its discretion may, but need not, purchase fractional shares of such Company. Any uninvested, unexpended balance of such contribution or distributio n shall remain credited to such Account. If any distribution may be received at the election of the shareholder in additional Investment Company Shares or in cash or other property, the Custodian shall elect to receive such distribution in additional Investment Company Shares. All Investment Company Shares acquired by the Custodian shall be registered in the name of the Custodian or its nominee, but ownership thereof shall be deemed vested in the Participant subject to the terms and provisions of this Agreement.

C. No portion of the amount held in the Account shall be used for the purchase of a life insurance contract. The assets of the Account shall not be commingled with other property except in a common trust fund or common investment fund as defined in Section 408 of the Internal Revenue Code (hereinafter the "Code") and appurtenant regulations.

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D. The value of the Participant's interest in his Account shall be one hundred percent (100%) vested in such Participant at all times but the Participant shall not have any right to pledge any part of his Account as security for a loan or to assign, transfer, encumber, or anticipate his interest in his Account, or any payments to be made thereunder, and no benefit, right or interest of any Participant shall be in any way subject to any legal process of execution, garnishment or attachment.

ARTICLE II

A. This SIMPLE IRA will accept only cash contributions made on behalf of the Participant pursuant to the terms of a SIMPLE IRA Plan described in Section 408(p) of the Code. A rollover contribution or a transfer of assets from another SIMPLE IRA of the Participant will also be accepted. No other contributions will be accepted.

B. The interest of the Participant in the balance of the Account shall at all times be nonforfeitable.

ARTICLE III

A. The entire interest of the Participant in the Account must be, or commence to be, distributed no later than the April 1 following the calendar year in which the Participant attains the age of 70-1/2 years (the "Required Beginning Date"). For each succeeding year (including the year of the Required Beginning Date), a distribution must be made on or before December 31. Not later than the Required Beginning Date the Participant may elect, in a form and at such time as may be acceptable to the Custodian, to have the balance of his Account distributed in one or more of the following forms:

(1) A single sum payment; or

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(2) Equal or substantially equal monthly, quarterly or annual payments, over a period certain not longer than the life expectancy of the Participant; or

(3) Equal or substantially equal monthly, quarterly or annual payments over a period certain not longer than the life of the Participant, or the joint lives of the Participant and his or her designated Beneficiary.

Payments made in accordance with the preceding options will continue only so long as amounts remain in the Account. Once the Account is exhausted, the Custodian will be relieved of any and all liability to make payments to the Participant or his Beneficiary. Notwithstanding that distributions may have commenced to a Participant, the Participant may elect to receive the undistributed portion of the Account in another form provided herein. If the Participant fails to elect a method of distribution on or before the Required Beginning Date, distribution to the Participant will be made on the Required Beginning Date by a single sum payment.

B. For distributions made during the Participant's lifetime, if the Participant elects a mode of distribution under (2) or (3) above, the minimum payments that must be made each year (commencing with the calendar year in which the individual attains age 70-1/2 and continuing through the year of death), shall not be less than the quotient obtained by dividing the entire interest of the Participant in the Account as of the end of the preceding year by the distribution period in the Uniform Lifetime Table in Q&A-2 of Section 1.401(a)(9)-9 of the Income Tax Regulations, using the Participant's age as of his or her birthday in the year. However, if the Participant's sole designated Beneficiary is his or her surviving spouse and such spouse is more than 10 years younger than the Participant, then the distribution period is determined under the Joint and Last Survivor Table in Q&A-3 of Section 1.401(a)(9)-9, using the ages as of the Participant's and spouse's birthdays in the year. Payments for taxable years after the first distribution calendar year shall be made by December 31 of each such year.

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C. If the Participant dies on or after the Required Beginning Date, the remaining portion of his or her interest in the Account will be distributed at least as rapidly as follows:

(1) If the Participant's designated Beneficiary is someone other than the Participant's surviving spouse, the remaining interest will be distributed over the remaining life expectancy of the Participant's designated Beneficiary, with such life expectancy determined using the Beneficiary's age as of his or her birthday in the year following the year of the Participant's death, or over the period described in Article III.C(3) below if longer.

(2) If the Participant's sole designated Beneficiary is the Participant's surviving spouse, the remaining interest will be distributed over such spouse's life or over the period described in Article III.C(3) below if longer. Any interest remaining after such spouse's death will be distributed over such spouse's remaining life expectancy determined using the spouse's age as of his or her birthday in the year of the spouse's death, or, if the distributions are being made over the period described in Article III.C(3) below, over such period.

(3) If there is no designated Beneficiary of the Participant, or if applicable by operation of Articles III.C(1) or III.C(2) above, the remaining interest will be distributed over the Participant's remaining life expectancy determined in the year of the Participant's death.

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(4) The amount to be distributed each year under Articles III.C(1), III.C(2), or III.C(3), beginning with the calendar year following the calendar year of the Participant's death, is the quotient obtained by dividing the value of the Account as of the end of the preceding year by the remaining life expectancy specified in such paragraph. Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations.

If distributions are being made to a surviving spouse as the sole designated Beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the Beneficiary's or Participant's age in the year specified in Articles III.C(1), III.C(2), or III.C(3) and reduced by 1 for each subsequent year.

D. If the Participant dies before the Required Beginning Date, his or her entire interest in the Account will be distributed at least as rapidly as follows:

(1) If the designated Beneficiary is someone other than the Participant's surviving spouse, the entire interest will be distributed, starting by the end of the calendar year following the calendar year of the Participant's death, over the remaining life expectancy of the designated Beneficiary, with such life expectancy determined using the age of the Beneficiary as of his or her birthday in the year following the year of the Participant's death, or, if elected, in accordance with Article III.D(3) below.

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(2) If the Participant's sole designated Beneficiary is the Participant's surviving spouse, the entire interest will be distributed, starting by the end of the calendar year following the calendar year of the Participant's death (or by the end of the calendar year in which the Participant would have attained age 70 1/2, if later), over such spouse's life, or, if elected, in accordance with Article III.D(3) below. If the surviving spouse dies before distributions are required to begin, the remaining interest will be distributed, starting by the end of the calendar year following the calendar year of the spouse's death, over the spouse's designated beneficiary's remaining life expectancy determined using such beneficiary's age as of his or her birthday in the year following the death of the spouse, or, if elected, will be distributed in accordance with Article III.D(3) below. If the surviving spouse dies after distributions are required to begin, any remaining interest will be distributed over the spouse's remaining life expectancy determined using the spouse's age as of his or her birthday in the year of the spouse's death.

(3) If there is no designated Beneficiary, or if applicable by operation of Article III.D(1) or III.D(2) above, the entire interest will be distributed by the end of the calendar year containing the fifth anniversary of the Participant's death (or of the spouse's death in the case of the surviving spouse's death before distributions are required to begin under Article III.D(2) above).

(4) The amount to be distributed each year under Articles III.D(1) or III.D(2) is the quotient obtained by dividing the value of the Account as of the end of the preceding year by the remaining life expectancy specified in such Article. Life expectancy is determined using the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations. If distributions are being made to a surviving spouse as the sole designated Beneficiary, such spouse's remaining life expectancy for a year is the number in the Single Life Table corresponding to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the number in the Single Life Table corresponding to the Beneficiary's age in the year specified in Article III.D(1) or III.D(2) and reduced by 1 for each subsequent year.

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E. The "value" of the Account includes the amount of any outstanding rollover, transfer and recharacterization under Q&A-7 and Q&A-8 of Section 1.408-8 of the Income Tax Regulations.

F. If the sole designated Beneficiary is the Participant's surviving spouse, the spouse may elect to treat the Account as his or her own Account. This election will be deemed to have been made if such surviving spouse makes a contribution to the Account (permitted under the contribution rules for SIMPLE IRAs as if the surviving spouse were the owner) or fails to take required distributions as a Beneficiary.

G. In all cases under Articles III.C, III.D, III.E, III.F, the Beneficiary may elect at any time to accelerate or increase the payments otherwise provided for hereunder unless the Participant, on a form prescribed by the Custodian, has elected a specific payment term or a method which will apply to the Beneficiary, including a surviving spouse.

An individual may satisfy the minimum distribution requirements under Sections 408(a)(6) and 408 (b) (3) of the Code by receiving a distribution from one individual retirement account that is equal to the amount required to satisfy the minimum distribution requirements for two or more individual retirement accounts. For this purpose, the owner of two or more individual retirement accounts may use the "alternative method" described in Notice 88-38, 1988-1, C.B. 524, to satisfy the minimum distribution requirements described above.

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For all purposes of this Article III, a Participant's "Beneficiary" shall be the person or persons designated as such in the Participant's Application Form or such other person or persons who from time to time may be designated by the Participant on a beneficiary designation form prescribed by the Sponsor and filed with the Sponsor before the Participant's death. In the absence of a valid Beneficiary designation, the Participant's Beneficiary shall be the Participant's spouse, if living, otherwise the Participant's estate. If the Participant designates multiple Beneficiaries, unless the Participant directs otherwise, then upon the Participant's death, the Custodian shall divide the Depositor's remaining Account balance into separate shares in accordance with each Beneficiary's share of the Account as determined under the Depositor's beneficiary designation.

For all purposes of this Article III, distributions are considered to have begun if the distributions are made on account of the Participant reaching his or her Required Beginning Date. If the Participant receives distributions prior to the Required Beginning Date and the Participant dies, distributions will not be considered to have begun.

Notwithstanding any provision of this Article III to the contrary, the distribution of a recipient's interest hereunder shall be made in accordance with the minimum distribution requirements of Section 408(a)(6) of the Code and the Income Tax Regulations thereunder, the provisions of which are herein incorporated by reference. The minimum distributions calculated for this Account may be withdrawn from another IRA of the Participant in accordance with Q&A-9 of Section 1.408-8 of the Income Tax Regulations.

H. Subject to Article III.I below, the Participant shall have the right to withdraw all or any part of his Account upon written notice to the Custodian. As a rule, if a distribution is made to a Participant before such Participant attains the age of 59-1/2 years (a "pre-age 59-1/2 distribution"), the Participant may be subject to a ten percent (10%) federal penalty tax on the amount of the premature distribution in addition to the ordinary federal and state income taxes for the distribution. As exceptions to the rule, the 10% federal penalty tax may not apply if a pre-age 59-1/2 distribution is on account of the death or Disability, or if the distribution is a part of a series of substantially equal periodic payments (within the meaning of Section 72(t)(2)(A)(iv) of the Code), or if the distribution is a qualified first-time homebuyer distribution (within the meaning

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of Section 72(t)(2)(F) of the Code), or for qualified higher education expenses (within the meaning of Section 72(t)(2)(E) of the Code). "Disability" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration. If the Participant uses all or any portion of his Account as security for a loan, or if all or any portion of the Account is invested in collectibles (within the meaning of Section 408(m) of the Code) then such portion of his Account shall be treated as being distributed to the Participant and shall be subject to the tax and penalty discussed above. A payment that is to be a rollover contribution to another SIMPLE IRA or the setting aside of all or any portion of the Account to the spouse of the Participant under a divorce decree or a written instrument incident to such divorce, shall not be deemed to be a distribution. Except in the case of Participant's death or Disability (as defined in Section 72(m)(7) of the Code) or attainment of age 59-1/2, before distributing an amount from the Account, the Custodian may require from the Participant a declaration of the Participant's intention as to the disposition of the amount distributed.

I. Prior to the expiration of the 2-year period beginning on the date the Participant first participated in any SIMPLE IRA Plan maintained by the Participant's employer, any rollover or transfer by the Participant of funds from this SIMPLE IRA must be made to another SIMPLE IRA of the Participant. Any distribution of funds to the Participant during this 2-year period may be subject to a twenty-five percent (25%) additional tax if the Participant does not roll over the amount distributed into a SIMPLE IRA. After the expiration of this 2-year period, the Participant may roll over or transfer funds to any IRA of the Participant that is qualified under Sections 408(a), (b) or (p) of the Code, or to another eligible retirement plan described in Section 402(c)(8)(B) of the Code.

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ARTICLE IV

A. The Participant agrees to provide such information to the Custodian at such time and in such manner as may be necessary for the Custodian to prepare any reports required pursuant to Section 408 of the Code and the regulations thereunder, as well as any other information returns as may be required by the Custodian under federal or state tax laws.

B. The Custodian agrees to submit reports to the Internal Revenue Service and the Participant at such time and in such manner and containing such information concerning minimum distributions as is prescribed by the Internal Revenue Service.

C. If contributions made on behalf of the Participant pursuant to a SIMPLE IRA Plan maintained by the Participant's employer are received directly by the Custodian from the employer, the Custodian will provide the employer with the summary description required by Section 408(l)(2) of the Code.

ARTICLE V

A. The Custodian shall make payments from the Participant's Account from time to time in accordance with written instructions, in form acceptable to the Custodian, received from the Participant. The Custodian shall be fully protected in acting on written instructions of the Participant and shall not be liable with respect to such payment. The Participant shall be solely responsible for determining his eligibility to participate in the Account and the timeliness and tax consequences of distributions from the Account. The Custodian shall be entitled to rely absolutely on the representations of the Participant with respect to all such matters. The Custodian shall only be held responsible for a failure to use ordinary diligence in safekeeping all funds deposited hereunder or making payments as required by the Participant.

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B. The Custodian shall not engage in any prohibited transactions as defined in Section 4975 of the Code.

C. The Custodian may, pursuant to such procedures as may be established from time to time, receive direct transfers of amounts from other individual retirement accounts of the Participant to the Participant's Account established hereunder.

ARTICLE VI

A. The Sponsor, with the consent of the Custodian, may amend any or all provisions of this Custodial Agreement or the Application Form at any time. Any such amendment may be retroactive and shall be effective as of the date specified therein. By executing the Application Form, the Participant shall be deemed to have delegated to the Sponsor the power to make such amendments and to have consented thereto. The Sponsor shall notify the Participant of any such amendment within thirty (30) days after the date of adoption of such amendment or its effective date, whichever is later. No such amendment shall authorize or permit any part of the Participant's Account to be used for or diverted to purposes other than for the exclusive benefit of the Participant and his Beneficiary or Beneficiaries.

B. The Participant or the Custodian shall have the right to terminate the Account upon 60 days written notice to the other party. In the event of such termination, the Custodian shall make distribution of the Account to the Participant or to another SIMPLE IRA or successor Custodian designated by the Participant. If this SIMPLE IRA is maintained by a designated financial institution (within the meaning of Section 408(p)(7) of the Code) under the terms of a SIMPLE IRA Plan of the Participant's employer, the Participant must be permitted to transfer the Participant's balance without cost or penalty (within the meaning of Section 408(p)(7) of the Code) to another IRA of the individual that is qualified under Sections 408(a), (b) or (p), or to another eligible retirement plan described in Section 402(c)(8)(B) of the Code.

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Notwithstanding any other provision hereof, the Participant may revoke the Account at any time within seven (7) days after the date of execution of the Application form by mailing or delivering a written notice of revocation to the Custodian as provided in Section 1 of the Disclosure Statement which is furnished to the Participant upon the establishment of this Account.

C. The Sponsor and Custodian shall at all times administer the Account in accordance with the applicable federal tax laws which govern individual retirement accounts and such Participant and Beneficiary of the Account shall be deemed to have consented to any such action taken pursuant to this standard notwithstanding any provision in this Custodial Agreement to the contrary.

EXECUTED this ____ day of ___________, 200

BRIDGES INVESTMENT FUND, INC.,

                             Sponsor

By: _______________________________

President

U.S. BANK NATIONAL ASSOCIATION,

Custodian

By: _______________________________

Its: __________________________

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BRIDGES INVESTMENT FUND, INC.

SIMPLE INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

APPLICATION FORM

The undersigned, by completing this Application Form as the Participant, hereby establishes an Individual Retirement Custodial Account and SIMPLE IRA with the U.S. Bank National Association, pursuant to the Bridges Investment Fund, Inc. SIMPLE Individual Retirement Account Custodial Agreement, the terms of which are incorporated herein by this reference. The undersigned acknowledges receipt of a copy of said Custodial Agreement and a Disclosure Statement regarding said Custodial Agreement.

I. Account Information

A. Name and Address of Participant:

B. Social Security Number:

C. Birth Date:

D. Taxable Year (if other than calendar year):

E. Name of Spouse:

F. Name of Beneficiary or Beneficiaries and addresses if other than spouse:

II. Fees

Until otherwise changed in accordance with the terms of the Custodial Agreement, the Custodian shall receive fees for its services with respect to each Account established hereunder as follows:

A. Acceptance Fee: $5.00, payable upon establishment of the Account.

B. Annual Maintenance Fee: $8.00 per year for each year until withdrawals from the Account are begun by the Participant or his Beneficiary.

C. Termination Fee: $8.00, payable on the termination and closure of the Account by the Participant or his Beneficiary.

D. Periodic Cash Distribution: $1.75 for each payment.

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E. Reinvestment of Cash Distributions (dividend and capital gains payments from the share of Bridges Investment Fund, Inc.): $1.05 for each reinvestment.

Extraordinary services resulting from unusual administrative responsibilities not contemplated by the above schedule will be subject to such additional charges as will reasonably compensate the Custodian for the services involved.

The foregoing charges will be deducted by the Custodian from the Participant's contributions, dividends, or capital gain distributions, periodic cash distributions, and termination remittances before investments or separation payments are made.

III. Prospectus

Participant represents that he has received copies of the current Prospectus of Bridges Investment Fund, Inc.

IV. Participant's Right to Revoke

Notwithstanding any provision hereof, or any provision of the Custodial Agreement, the Participant shall have the right to revoke this Application Form and the Custodial Account at any time within seven (7) days after the date of execution of this Application Form.

V. Instructions to Participant

Participant shall mail both copies of the Application Form, and executed Contribution Form and the initial contribution to U.S. Bank National Association, 1700 Farnam Street, Omaha, Nebraska 68102.

Date: ____________________________.

___________________________________

Signature of Participant

ACCEPTED for U.S. Bank National Association

By: ____________________________

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DISCLOSURE STATEMENT

BRIDGES INVESTMENT FUND, INC.

SIMPLE INDIVIDUAL RETIREMENT ACCOUNT CUSTODIAL AGREEMENT

NOTE: A prospective Participant should read and acknowledge receipt of this statement prior to executing his or her Application Agreement.

As a prospective Participant under the Bridges Investment Fund, Inc., SIMPLE Individual Retirement Account Custodial Agreement, you are advised of the following:

1. Right to Revoke. After executing the Application Agreement, you may revoke your SIMPLE Individual Retirement Account (the "Account") by mailing or delivering written notice of such revocation to the Custodian at any time within seven (7) days after date of execution of the Application Agreement. Such notice of revocation shall be delivered or addressed to the Custodian, U.S. Bank National Association, 1700 Farnam Street, Omaha, Nebraska 68102, telephone (402) 348-6000. A notice of revocation shall be deemed mailed on the date of the postmark (or if sent by certified or registered mail, the date of the certification or registration) if it is deposited in the mail in the United States in an envelope or other appropriate wrapper, first class postage prepaid, properly addressed. If you revoke your Account, you shall be returned your entire original contribution, sales commissions and administrative expenses incurred in establishing the Account.

2. The Internal Revenue Code requires that the Custodial Agreement contain the following provisions:

(a) Allowable Contributions. Except in the case of a "rollover contribution," no contribution will be accepted unless it is in cash, and contributions will not be accepted in excess of the amounts described under Section 408(p)(2) (relating to maximum allowable contributions to SIMPLE IRAs). If a rollover contribution is involved, the same property received from another SIMPLE IRA may be contributed to this Account. In general, a "rollover contribution" is a tax-free transfer of funds from one SIMPLE IRA to this Account.

You may make a tax-free rollover from your Account to another SIMPLE IRA if you do so during the two-year period beginning on the date in which you first participated in any SIMPLE IRA plan maintained by an employer. Additionally, during such two-year period you may transfer all or a part of your Account to another SIMPLE IRA in a tax-free

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trustee-to-trustee transfer. However, if you transfer any part of this Account to the trustee of a traditional IRA (not a SIMPLE IRA) within this two-year period, the payment is neither a tax-free trustee-to-trustee transfer nor a rollover contribution. Instead, the payment is a distribution from the SIMPLE IRA and a contribution to the traditional IRA which will not be a rollover contribution. At the end of this two-year period, you may transfer any part of this Account to a traditional IRA as a tax-free trustee-to-trustee transfer.

(b) Custodian. The Custodian (or Trustee) of the Account must be a bank or other organization approved by the Commissioner of Internal Revenue.

(c) No Investment in Life Insurance Contracts. No portion of the Account may be invested in life insurance contracts.

(d) Account Nonforfeitable. Your rights to any Participant contributions made to your Account are nonforfeitable.

(e) No Commingling of Account Assets. The assets of the Account will not be commingled with other property except in a common trust fund or common investment fund.

(f) Minimum Required Distributions. The entire balance of your Account must begin to be distributed to you on or prior to April 1 following the calendar year in which you reach age 70-1/2 (the "Required Beginning Date"). If distributions are to be made in a form other than a lump sum payment on the Required Beginning Date, the distributions must be made over a period which is no longer than your life, or the joint lives of you and your Beneficiary, or a certain period of years not exceeding your life expectancy, or the joint life expectancies of you and your Beneficiary.

(g) Distribution of Account Upon Your Death. Different rules apply to how your Account will be distributed upon your death depending on whether or not you die before you begin receiving minimum required distributions and whether or not you have a designated beneficiary. For a more detailed explanation of these rules, see Section 3(m) of this Disclosure Statement

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3. Information regarding SIMPLE Individual Retirement Accounts:

(a) There are three types of contributions which can be made to your Account: (i) Salary Reduction Contributions; (ii) Employer Matching Contributions; and (iii) Nonelective Contributions. These types of contributions are discussed in more detail below.

(i) Salary Reduction Contributions. To fund your Account, you must make a written election to have your employer reduce your compensation by the amount that you want contributed to your Account. Your salary reduction contributions must be expressed as a dollar amount or as a percentage of your compensation and may not exceed the applicable dollar amount for any year.

For purposes of this Disclosure Statement, the term "applicable dollar amount" is determined in accordance with the following:

Year	Applicable Dollar Amount
2002	$7,000
2003	$8,000
2004	$9,000
2005 and later years	$10,000

For years beginning after 2005, the applicable dollar amount may be adjusted for cost-of-living increases.

(ii) Employer Matching Contributions. Your employer must make a matching contribution to your Account equal to your salary reduction contributions up to a maximum of 3% of your compensation for the year. Your employer may make a matching contribution of less than 3% of your compensation only if the following conditions are met: (A) The matching contribution limit is not reduced below 1%; (B) the matching contribution limit is not reduced to less than 3% of your compensation for more than two calendar years during the five-year period ending with the calendar year in which the reduction is effective; and (C) You are notified of the reduced limit within a reasonable period of time before your sixty-day election period for the calendar year. The sixty-day election period is discussed in more detail below in Section 3(g) below.

(iii) Nonelective Contributions. As an alternative to making employer matching contributions, your employer may make nonelective contributions equal to 2% of your compensation each year, taking into account a maximum compensation limit of $200,000 (as adjusted to reflect any annual cost-of living increases announced by the Internal Revenue Service). However, if your employer decides to make nonelective contributions, you must be notified of this fact within a reasonable period of time before your sixty-day election period for the calendar year.

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(b) Vesting. All contribution to your Account are non-forfeitable.

(c) Withdrawals. Although there may be tax consequences to making a withdrawal from your Account, your employer may not impose any prohibition on your ability to make withdrawals. Furthermore, your employer's contributions made to your Account on your behalf cannot be conditioned on your employer's retaining any portion of the amount contributed.

(d) Participation Requirements. Your employer must cover you under the SIMPLE IRA plan if you received at least $5,000 in compensation from the employer during any two preceding years, and you are reasonably expected to receive at least $5,000 in compensation for this year. The employer may establish lower dollar and service conditions for participation in the documents establishing the SIMPLE IRA plan.

(e) Administrative Requirements. Depending on the type of contribution made to your Account on your behalf, your employer has different time-frames in which to make these contributions. With respect to your salary reduction contributions, the employer must make these contributions no later than thirty days following the last day of the month to which the contributions are to be made. Employer matching contributions or nonelective contributions made by your employer must be made no later than the time prescribed by law for filing the return for the taxable year (including extensions thereof).

(f) Terminating Your Participation in Account. You may terminate your participation in this Account at any time during the year, except that if you do so, you may not resume participating in the Account until the beginning of the next year. If you terminate your participation in this Account, then your employer will also stop making any matching contributions.

(g) Time of Election. You may elect to participate and have salary reduction contributions made to your Account during the sixty-day period before the beginning of any calendar year. Your participation will begin on the first day of the calendar year following your election. After you begin participating, you may change your salary reduction contributions only during the sixty-day period before the beginning of any calendar year.

(h) Tax Treatment of Distributions. Except for qualifying rollover distributions, distributions made to you from the Account will be taxable to you as ordinary income.

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(i) Engaging in Prohibited Transactions. If you or your Beneficiary engages in a prohibited transaction described in Section 4975(c) of the Internal Revenue Code with respect to your Account, the Account will lose its exemption from tax by reason of Section 408(e)(2)(A) of the Internal Revenue Code, and you must include in your gross income the fair market value of the Account.

(j) Pledging Account as Collateral. If you pledge your Account as security for a loan, then, under Section 408(e)(4) of the Internal Revenue Code, the portion so pledged is treated as distributed to you. This deemed distribution would subject you to current income taxation for the taxable year during which your Account is so used.

(k) Premature Distributions. A penalty tax of 10% is imposed by Section 72(t) of the Internal Revenue Code on the amount of certain distributions made before you have attained age 59-1/2 (with the exception of a distribution that is to be a "rollover contribution," or distributions allowable under the Internal Revenue Code for higher education expenses, certain medical expenses, a first home purchase, or a distribution on account of your death or disability). Non-exempt distributions from your Account within two years of the date you first participated in any SIMPLE IRA will be subject to a 25% penalty tax in lieu of the 10% penalty tax discussed above. Amounts constructively distributed as a result of use of the Account as security for a loan will be considered an early distribution and be subject to the 10% penalty tax (or 25% penalty tax, if applicable). These penalty taxes are in addition to regular federal and state income taxes; distributions from the Account (except a distribution t hat is a "rollover contribution") are always taxed as ordinary income to you or your Beneficiary. If you are age 59-1/2 and are deciding whether to receive a distribution from your Account, you should seek the advice of a lawyer or other tax advisor to determine the tax consequences of receiving the contemplated distribution.

(l) Minimum Required Distributions. You must begin receiving distributions from your Account on or before April 1 of the calendar year following the calendar year in which you reach age 70 1/2. This is known as your "Required Beginning Date." Ordinarily, you must receive your minimum required distribution for a calendar year before the end of such calendar year. The exception is your first minimum required distribution, which must be made no later than your Required Beginning Date

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The minimum distribution for any taxable year is equal to the amount obtained by dividing your Account balance at the end of the prior year by the applicable divisor. The applicable divisor is generally determined by using the Uniform Lifetime Table in Treasury Regulations Section 1.401(a)(9)-9. This Uniform Lifetime Table assumes your beneficiary is exactly ten years younger than you. However, if your spouse is your sole beneficiary and is more than ten years younger than you, then the applicable divisor is determined by using the Joint and Last Survivor Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using your and your spouse's attained ages as of your and your spouse's birthdays in the distribution calendar year.

(m) Distributions Upon Your Death. If you die before your entire Account has been distributed to you, then minimum distributions must be made after your death in accordance with the following:

(i) If you die on or after your Required Beginning Date, then minimum distributions must be made after your death in accordance with the following:

(A) If there is a designated Beneficiary who is someone other than your spouse, the remaining balance of the Account will be distributed over the designated Beneficiary's remaining life expectancy, using the Beneficiary's age as of his or her birthday in the year following the year of your death, or over the period described in subparagraph (C) below, if longer.

(B) If your sole designated Beneficiary is your spouse, the remaining balance of the Account will be distributed over your spouse's life, or over the period described in subparagraph (C) below, if longer. Any interest remaining after your spouse's death will be distributed over your spouse's remaining life expectancy, using the spouse's age as of his or her birthday in the year of the spouse's death, or, if the distributions are being made over the period described in subparagraph (C) below, over such period.

(C) If there is no designated Beneficiary, or if this subparagraph (C) applies by operation of subparagraph (A) or (B) above, the remaining balance of the Account will be distributed over your remaining life expectancy determined in the year of your death.

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(ii) If you die before your Required Beginning Date, then minimum distributions must be made after your death in accordance with the following:

(A) If there is a designated Beneficiary who is someone other than your spouse, the remaining balance of the Account will be distributed, starting by the end of the year following the year of your death, over the designated Beneficiary's remaining life expectancy using the Beneficiary's age as of his or her birthday in the year following the year of your death, or, in accordance with subparagraph (C) below.

(B) If your sole designated Beneficiary is your spouse, the remaining balance of the Account will be distributed, starting by the end of the year following the year of your death (or by the end of the year in which you would have attained age 70 1/2, if later) over your spouse's life, or, in accordance with subparagraph (C) below. If your surviving spouse dies before distributions are required to begin to be made to him or her, the remaining balance of the Account will be distributed, beginning by the end of the year following the year of the surviving spouse's death, over the surviving spouse's designated beneficiary's remaining life expectancy, using the beneficiary's age as of his or her birthday in the year following the death of the surviving spouse, or, in accordance with subparagraph (C) below. If your surviving spouse dies after distributions are required to begin to be made to him or her, the remaining balance of the Account will be distributed over the surviving spouse's remaining life expectancy, using the surviving spouse's age as of his or her birthday in the year of the surviving spouse's death.

(C) If there is no designated Beneficiary, or if this subparagraph (C) applies by operation of subparagraph (A) or (B) above, the remaining balance of the Account will be distributed by the end of the year containing the fifth anniversary of your death (or your surviving spouse's death).

If you designate multiple Beneficiaries, unless you direct otherwise, then upon your death, the Custodian shall divide the remaining Account balance into separate shares in accordance with your Application Form.

(n) Distributions in Accordance with Regulations. In all events, distributions from your Account must comply with Treasury Regulations Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, and if any of the provisions herein are inconsistent with Internal Revenue Code Section 401(a)(9), then Internal Revenue Code Section 401(a)(9) shall govern.

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(o) Estate Taxes/Gift Taxes. The balance in your Account at the time of your death is includible in your gross estate for federal estate tax purposes. Naming a beneficiary to receive a distribution from the Account upon death will not, however, be treated as a gift by you subject to gift tax.

(p) Excess Accumulations. If distributions from the Account are not made in the minimum amounts required by law by April 1 of the year following the year in which you reach age 70-1/2, a tax equal to 50% of the difference between the amount distributed and the minimum amount required to be distributed under Section 401(a)(9) of the Internal Revenue Code will be imposed.

(q) Requirement to File Form 5329. Form 5329 (Return for Additional Taxes Attributable to Qualified Retirement Plans-Including IRAs-Annuities, and Modified Endowment Contracts) must accompany your tax return if any penalty taxes described in this Disclosure Statement are owed.

4. Method for Computing and Allocating Annual Earnings. Each year, substantially all of the net income of Bridges Investment Fund, Inc. (earnings on investments less the expenses of operating the Fund) and net capital gains, if any, realized from the sale of securities by the Fund, are distributed in the form of dividends to shareholders. Such dividends are paid on a per share basis. Your Account will receive dividends from Bridges Investment Fund, Inc., based on the number of shares held in your Account as of the date a dividend is declared. However, since dividends are contingent upon the Fund's having net income and/or net capital gains, no dividends can be guaranteed or projected for any year.

A more complete explanation of the management and operation of Bridges Investment Fund, Inc., is contained in the Prospectus for the Fund. You will receive quarterly and annual reports so long as any portion of your Account is invested in shares of Bridges Investment Fund, Inc.

5. IRS Approval. The Bridges Investment Fund, Inc., SIMPLE Individual Retirement Custodial Agreement has been approved as to form by the National Office of the Internal Revenue Service in Washington, D.C. on ____________________. However, the approval that has been issued by the Internal Revenue Service is a determination only as to the form of the Account and does not represent a determination of the merits of the Account.

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7. Additional Information. Further information concerning SIMPLE Individual Retirement Accounts can be obtained from any district office of the Internal Revenue Service. Also, additional tax information regarding Individual Retirement Accounts is available in Revenue Service Publication 590 which can be obtained from any IRS district office.

NOTICE TO PARTICIPANT

This Disclosure Statement is not intended as a complete or definitive explanation or interpretation of the law regarding Individual Retirement Accounts or SIMPLE IRAs. You should consult with your attorney or other tax adviser regarding the legal and financial consequences of establishing an Account. You have the sole responsibility for determining your eligibility to establish an Account and the tax consequences of any contribution to the Account.

Tax Status of Account. Contributions to a SIMPLE IRA are excludable from federal income tax and not subject to federal income tax withholding. You salary reduction contributions to your Account are subject to Federal Insurance Contributions Act and the Federal Unemployment Tax Act taxes.

The undersigned acknowledges receipt of this Disclosure Statement the _____ day of _______________, _______.

___________________________________

Signature of Participant

EX-23

Exhibit 23 (j)(I)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 49 to Registration Statement No. 2-21600 of Bridges Investment Fund, Inc. on Form N-1A of our report dated January 16, 2003, in the Statement of Additional Information, which is part of this Registration Statement and to the reference to us under the heading "Independent Auditors" in such Statement of Additional Information. We also consent to the reference to us under the heading "Financial Highlights" in the Prospectus, which is also part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Omaha, Nebraska

February 27, 2003

Exhibit 23 (j)(ii)

Consent of Independent Auditor's

We consent to the use of our report dated January 10, 2002 incorporated herein by reference and to the reference to our Firm under the headings "Financial Highlights" in the Prospectus and "Management of the Fund" and "Independent Auditors" in the Statement of Additional Information.

/s/ KPMG LLP

KPMG LLP

February 28, 2003

Omaha, Nebraska